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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One) | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to | |
Commission file number
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Perpetual Preferred Units representing limited partner interests | ||||
Perpetual Preferred Units representing limited partner interests |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | |||
Non-accelerated filer ☐ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of common units held by non-affiliates of the registrant (treating directors and executive officers of the registrant’s general partner and their affiliates, for this purpose, as if they were affiliates of the registrant) as of June 30, 2023 was approximately $
As of February 26, 2024,
DOCUMENTS INCORPORATED BY REFERENCE: None
TABLE OF CONTENTS
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Forward-Looking Statements
Certain statements and information in this Annual Report on Form 10-K may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause our actual results to differ from those in the forward-looking statements are those described in Part I, Item 1A. “Risk Factors.” These risks and uncertainties include, among other things:
| ● | We may not have sufficient cash from operations to enable us to pay distributions on our Series A preferred units or our Series B preferred units or maintain distributions on our common units at current levels following establishment of cash reserves and payment of fees and expenses, including payments to our general partner. |
| ● | A significant decrease in price or demand for the products we sell or a significant increase in the cost of our logistics activities could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. |
| ● | The impact on the global economy and commodity prices resulting from the conflicts in Ukraine and the Middle East may have a negative impact on our financial condition and results of operations. |
| ● | We depend upon marine, pipeline, rail and truck transportation services for the petroleum products we purchase and sell. Regulations and directives related to these aforementioned services as well as a disruption in any of these transportation services could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. |
| ● | We have contractual obligations for certain transportation assets such as barges and railcars. A decline in demand for the products we sell could result in a decrease in the utilization of our transportation assets, which could negatively impact our financial condition, results of operations and cash available for distribution to our unitholders. |
| ● | We may not be able to fully implement or capitalize upon planned growth projects. Even if we consummate acquisitions or expend capital in pursuit of growth projects that we believe will be accretive, they may in fact result in no increase or even a decrease in cash available for distribution to our unitholders. |
| ● | We may not be able to realize expected returns or other anticipated benefits associated with our joint ventures. |
| ● | Erosion of the value of major gasoline brands could adversely affect our gasoline sales and customer traffic. |
| ● | Our motor fuel sales could be significantly reduced by a reduction in demand due to higher prices and new technologies and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles. In addition, changing consumer preferences or driving habits could lead to new forms of fueling destinations or potentially fewer customer visits to our sites, resulting in a decrease in gasoline sales and/or sales of food, sundries and other on-site services. |
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| ● | Effects of climate change and impacts to areas prone to sea level rise or other extreme weather events could have the potential to adversely affect our assets and operations. |
| ● | Changes in government usage mandates and tax credits could adversely affect the availability and pricing of ethanol and renewable fuels, which could negatively impact our sales. |
| ● | Our petroleum and related products sales, logistics activities, convenience store operations and results of operations have been and could continue to be adversely affected by, among other things, changes in the petroleum products market structure, product differentials and volatility (or lack thereof), regulations that adversely impact the market for transporting petroleum and related products, severe weather conditions, significant changes in prices, labor and equipment shortages and interruptions in transportation services and other necessary services and equipment, such as railcars, barges, trucks, loading equipment and qualified drivers. |
| ● | Our risk management policies cannot eliminate all commodity risk, basis risk or the impact of unfavorable market conditions, each of which can adversely affect our financial condition, results of operations and cash available for distribution to our unitholders. In addition, any noncompliance with our risk management policies could result in significant financial losses. |
| ● | Our results of operations are affected by the overall forward market for the products we sell, and pricing volatility may adversely impact our results. |
| ● | Our businesses could be affected by a range of issues, such as changes in demand, commodity prices, energy conservation, competition, the global economic climate, movement of products between foreign locales and within the United States, changes in refiner demand, weekly and monthly refinery output levels, changes in the rate of inflation or deflation, changes in local, domestic and worldwide inventory levels, changes in health, safety and environmental regulations, including, without limitation, those related to climate change, additional government regulations related to the products we sell, failure to obtain permits, amend existing permits for expansion and/or to address changes to our assets and underlying operations, or renew existing permits on terms favorable to us, seasonality, supply, weather and logistics disruptions and other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of refined products, gasoline blendstocks, renewable fuels and crude oil. |
| ● | We may experience more demand for gasoline during the late spring and summer months than during the fall and winter months. |
| ● | Warmer weather conditions adversely affect our home heating oil and residual oil sales. Our sales of home heating oil and residual oil continue to be reduced by conversions to natural gas and/or electric heat pumps and by utilization of propane and/or natural gas (instead of heating oil) as primary fuel sources. |
| ● | Increases and/or decreases in the prices of the products we sell could adversely impact the amount of availability for borrowing working capital under our credit agreement, which has borrowing base limitations and advance rates. |
| ● | We are exposed to trade credit risk and risk associated with our trade credit support in the ordinary course of our businesses. |
| ● | The condition of credit markets may adversely affect our liquidity. |
| ● | Operating and financial covenants and borrowing base requirements included in our debt instruments as well as our debt levels could impact our access to sources of financing and our ability to pursue business activities. |
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| ● | A significant increase in interest rates could adversely affect our results of operations and cash available for distribution to our unitholders and our ability to service our indebtedness. |
| ● | Governmental action and campaigns to discourage smoking and use of other products could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. |
| ● | Our results can be adversely affected by unforeseen events, such as adverse weather, natural disasters, terrorism, cyberattacks, pandemics, or other catastrophic events. |
| ● | Our businesses, including our gasoline station and convenience store business, expose us to litigation which could result in an unfavorable outcome or settlement of one or more lawsuits where insurance proceeds are insufficient or otherwise unavailable. |
| ● | A disruption to our information technology systems, including cybersecurity, could significantly limit our ability to manage and operate our businesses. |
| ● | We are exposed to performance risk in our supply chain. |
| ● | Our businesses are subject to federal, state and municipal environmental and non-environmental regulations which could significantly impact our operations, increase our costs and have a material adverse effect on such businesses. |
| ● | Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which could permit them to favor their own interests to the detriment of our unitholders. |
| ● | Unitholders have limited voting rights and are not entitled to elect our general partner or its directors or remove our general partner without the consent of the holders of at least 66 2/3% of the outstanding common units (including common units held by our general partner and its affiliates), which could lower the trading price of our units. |
| ● | Our tax treatment depends on our status as a partnership for federal income tax purposes. |
| ● | Unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us. |
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Available Information
We make available free of charge through our website, www.globalp.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file or furnish such material with the Securities and Exchange Commission (“SEC”). These documents are also available at the SEC’s website at www.sec.gov. Our website also includes our Code of Business Conduct and Ethics, our Governance Guidelines and the charters of our Audit Committee and Compensation Committee.
In addition to our reports filed or furnished with the SEC, we publicly disclose material information from time to time in our press releases, in publicly accessible conferences and investor presentations, and through our website. References to our website in this Form 10-K are provided as a convenience and do not constitute, and should not be
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deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Form 10-K.
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PART I
References in this Annual Report on Form 10-K to “Global Partners LP,” “Partnership,” “we,” “our,” “us” or like terms refer to Global Partners LP and its subsidiaries. References to “our general partner” refer to Global GP LLC.
Items 1. and 2. Business and Properties.
Overview
We are a master limited partnership formed in March 2005. We own, control or have access to a large terminal network of refined petroleum products and renewable fuels—with strategic rail and/or marine assets—spanning from Maine to Florida and into the U.S. Gulf states. We are 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 December 31, 2023, we had a portfolio of 1,627 owned, leased and/or supplied gasoline stations, including 341 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our unconsolidated affiliate, Spring Partners Retail LLC (“SPR”). We are 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. We engage 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.
We purchase refined petroleum products, gasoline blendstocks, renewable fuels and crude oil primarily from domestic and foreign refiners and ethanol producers, crude oil producers, major and independent oil companies and trading companies. We operate our businesses under three segments: (i) Wholesale, (ii) Gasoline Distribution and Station Operations (“GDSO”) and (iii) Commercial.
Global GP LLC, our general partner, manages our operations and activities and employs our officers and substantially all of our personnel, except for most of our gasoline station and convenience store employees who are employed by our wholly owned subsidiary, Global Montello Group Corp. (“GMG”) and for substantially all of the employees who primarily or exclusively provide services to SPR, who are employed by SPR Operator LLC, a wholly owned subsidiary of ours.
2024 Events
Credit Agreement Facility Reallocation and Accordion Reduction—On February 5, 2024, we and the lenders under our credit agreement agreed, pursuant to the terms of our 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. After giving effect to the reallocation and the accordion reduction, the working capital revolving credit facility is $950.0 million and the revolving credit facility is $600.0 million, for a total commitment of $1.55 billion, effective February 8, 2024. This reallocation and accordion reduction return our credit facilities to the terms in place prior to the reallocation and accordion exercise previously agreed to by us and the lenders on December 7, 2023. Please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreement.”
2032 Notes Offering—On January 18, 2024, we and GLP Finance Corp. (the “Issuers”) issued $450.0 million aggregate principal amount of 8.250% senior notes due 2032 (the “2032 Notes”) that are guaranteed by certain of our subsidiaries in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). We used the net proceeds from the offering to repay a portion of the borrowings outstanding under our credit agreement and for general corporate purposes. Please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Senior
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Notes.”
Pending Acquisition of Terminals from Gulf Oil—On December 15, 2022, we entered into a purchase agreement with Gulf Oil Limited Partnership (“Gulf”) pursuant to which we were to acquire five refined-products terminals located in New Haven, CT, Thorofare, NJ, Portland, ME, Linden, NJ and Chelsea, MA for approximately $273.0 million in cash. On February 23, 2024, we entered into an amended and restated purchase agreement with Gulf in response to concerns raised by the Federal Trade Commission and the State Attorney General of Maine, pursuant to which (a) the refined-products terminal located in Portland, ME was removed from the transaction and (b) the purchase price was reduced to $212.3 million, subject to certain customary adjustments. We expect to finance the transaction with borrowings under our revolving credit facility. We continue to work through the process of obtaining regulatory approvals and other customary closing conditions.
2023 Events
Acquisition of Terminals from Motiva Enterprises LLC—On December 21, 2023, we acquired 25 refined product terminals and related assets from Motiva Enterprises LLC (“Motiva”) which are located along the Atlantic Coast, in the Southeast and in Texas (the “Terminal Facilities”), pursuant to an Asset Purchase Agreement dated November 8, 2023. The Terminal Facilities have an aggregate shell capacity of approximately 8.4 million barrels. The transaction is underpinned by a 25-year take-or-pay throughput agreement with Motiva that includes minimum annual revenue commitments. The purchase price was approximately $313.2 million, including inventory. We financed the transaction with borrowings under our revolving credit facility. See Note 3 of Notes to Consolidated Financial Statements.
Investment in Real Estate—On October 23, 2023, we, through our wholly owned subsidiary, Global Everett Landco, LLC, entered into a Limited Liability 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, we agreed to invest up to $30.0 million for an initial 30% ownership interest in the joint venture. See Note 17 of Notes to Consolidated Financial Statements.
Expansion of Retail Operations into Texas—In June 2023, SPR, a joint venture between us and ExxonMobil Corporation (“ExxonMobil”), acquired a portfolio of 64 Houston-area convenience and fueling facilities from Landmark Industries, LLC and its related entities. SPR was formed for the purpose of engaging in the business of operating retail locations in Texas and such other states as may be approved by SPR’s board of directors. We hold a 49.99% ownership interest in SPR and ExxonMobil holds the remaining 50.01% ownership interest. SPR is managed by a two-person board of directors, one of whom is designated by us. The day-to-day activities of SPR are operated by SPR Operator LLC, one of our wholly owned subsidiaries. See Note 17 of Notes to Consolidated Financial Statements.
Amendments to the Credit Agreement and Accordion Exercise and Facility Reallocation—On February 2, 2023, we entered into the eighth amendment to the third amended and restated credit agreement which, among other things, permits us to request up to two reallocations per calendar year of the lending commitments among the facilities under our credit agreement. On May 2, 2023, we entered into the ninth amendment to third amended and restated credit agreement and joinder which, among other things, increased the applicable revolver rate by 25 basis points on borrowings under the revolving credit facility and extended the maturity date from May 6, 2024 to May 2, 2026. On December 7, 2023, pursuant to the terms of our credit agreement, we exercised a portion of the accordion feature and increased the aggregate working capital revolving commitments by $200.0 million for a period not to exceed 364 days. Also on December 7, 2023, pursuant to the terms of our credit agreement, we reallocated $300.0 million of the working capital revolving credit facility to the revolving credit facility. After giving effect to such reallocation, the working capital revolving credit facility was $850.0 million and the revolving credit facility was $900.0 million. Please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreement.”
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Operating Segments
We operate our businesses under three segments: (i) Wholesale, (ii) GDSO and (iii) Commercial. In 2023, our Wholesale, GDSO and Commercial sales accounted for approximately 58%, 35% and 7% of our total sales, respectively.
Wholesale
In our Wholesale segment, we engage in the logistics of selling, gathering, blending, storing and transporting refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane. We transport these products by railcars, barges, trucks and/or pipelines pursuant to spot or long-term contracts. We sell home heating oil, branded and unbranded gasoline and gasoline blendstocks, diesel, kerosene and residual oil to home heating oil and propane retailers and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline, distillates and propane at bulk terminals and inland storage facilities that we own or control or at which we have throughput or exchange arrangements. Ethanol is shipped primarily by rail and by barge.
Gasoline Distribution and Station Operations
In our GDSO segment, gasoline distribution includes sales of branded and unbranded gasoline to gasoline station operators and sub-jobbers. Station operations include (i) convenience store and prepared food sales, (ii) rental income from gasoline stations leased to dealers, from commissioned agents and from cobranding arrangements and (iii) sundries (such as car wash sales and lottery and ATM commissions).
As of December 31, 2023, we had a portfolio of owned, leased and/or supplied gasoline stations, primarily in the Northeast, that consisted of the following:
Company operated (1) |
| 341 | |
Commissioned agents |
| 302 | |
Lessee dealers |
| 182 | |
Contract dealers |
| 802 | |
Total |
| 1,627 |
| (1) | Excludes 64 sites operated by our SPR joint venture (see Note 17 of Notes to Consolidated Financial Statements). |
Commercial
In our Commercial segment, we include sales and deliveries to end user customers in the public sector and to large commercial and industrial end users of unbranded gasoline, home heating oil, diesel, kerosene, residual oil and bunker fuel. In the case of public sector commercial and industrial end user customers, we sell products primarily either through a competitive bidding process or through contracts of various terms. We respond to publicly issued requests for product proposals and quotes. We generally arrange for the delivery of the product to the customer’s designated location. Our Commercial segment also includes sales of custom blended fuels delivered by barges or from a terminal dock to ships through bunkering activity.
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Products
General
The following table presents our product sales and other revenues as a percentage of our consolidated sales for the years ended December 31:
| 2023 |
| 2022 |
| 2021 |
| |
Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) |
| 68 | % | 67 | % | 72 | % |
Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales |
| 28 | % | 30 | % | 25 | % |
Convenience store and prepared food sales, rental income and sundries | 4 | % | 3 | % | 3 | % | |
Total |
| 100 | % | 100 | % | 100 | % |
The above table excludes the 64 sites operated by our unconsolidated affiliate, SPR.
Gasoline. We sell substantially all grades of branded and unbranded gasoline and we sell gasoline blendstocks, such as ethanol, that comply with seasonal and geographical requirements in the areas in which we market.
Distillates. Distillates are primarily divided into home heating oil, diesel and kerosene. In 2023, sales of diesel, home heating oil and kerosene accounted for approximately 69%, 30% and 1%, respectively, of our total volume of distillates sold. The distillates we sell are used primarily for fuel for trucks and off-road construction equipment and for space heating of residential and commercial buildings.
We sell generic home heating oil and Heating Oil Plus™, our proprietary premium branded heating oil that is electronically blended at the delivery facility, to wholesale distributors and retailers. In addition, we sell the additive used to create Heating Oil Plus™ to some wholesale distributors, make injection systems available to them and provide technical support to assist them with blending. We also educate the sales force of our customers to better prepare them for marketing our products to their customers.
We have a fixed price sales program that we market primarily to wholesale distributors and retailers which uses the New York Mercantile Exchange (“NYMEX”) heating oil contract as the pricing benchmark and as the vehicle to manage the commodity risk. Please read “—Commodity Risk Management.” In 2023, approximately 30% of our home heating oil volume was sold using forward fixed price contracts. A forward fixed price contract requires our customer to purchase a specific volume at a specific price during a specific period. The remaining home heating oil volume was sold on either a posted price or a price based on various indices which, in both instances, reflect current market conditions.
We sell generic diesel and Diesel One®, our proprietary premium diesel fuel product. We offer marketing and technical support for those customers who purchase Diesel One®.
Residual Oil. We sell residual oil to industrial, commercial and marine customers. We specially blend product for users in accordance with their individual power specifications and for marine transport.
Crude Oil. We engage in the purchasing, selling, storing and logistics of transporting domestic and Canadian crude oil and other products via pipeline, rail and barge from the mid-continent region of the United States and Canada for distribution to refiners and other customers.
Convenience Store Items and Sundries. We sell a broad selection of food, beverages, snacks, grocery and non-food merchandise at our convenience store locations and generate sundry sales, such as car wash sales and lottery and ATM commissions, at our convenience store locations.
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Significant Customers
None of our customers accounted for greater than 10% of total sales for years ended December 31, 2023, 2022 and 2021.
Assets
Terminals
As of December 31, 2023, we owned, leased or maintained dedicated storage facilities at 49 bulk terminals throughout the United States, each with the capacity to receive petroleum products via marine vessel, pipeline and/or rail, with a collective storage capacity of approximately 18.3 million barrels. Some of our storage tankage is versatile, allowing us to switch tankage from one product to another. We also maintain commingled storage at numerous smaller inland terminals owned and operated by third parties.
Our bulk terminals located in New York, Vermont, Oregon, Georgia and Florida include rail facilities capable of handling refined and renewable products. In North Dakota, we own two bulk terminals with rail facilities permitted to receive, store or distribute crude oil. In Albany, New York, we also have an additional rail-fed storage terminal capable of handling propane.
The bulk terminals from which we distribute product are supplied by ship, barge, truck, pipeline and/or rail. The inland storage facilities, which we use primarily to store and distribute distillates, are mostly supplied with product delivered by truck from bulk terminals. Our customers receive product from our network of bulk terminals and inland storage facilities primarily via truck, pipeline and/or rail.
In connection with our businesses, we may lease or otherwise secure the right to use certain third-party assets (such as railcars and barges). As of December 31, 2023, we supported our rail activity with a fleet of approximately 50 leased general-purpose railcars. We lease railcars from a third party under a lease arrangement that expires in 2027, and we also lease barges from third parties through various time charter lease arrangements with various expiration dates.
Many of our bulk terminals operate 24 hours a day and consist of multiple storage tanks and a truck rack with an automated truck loading system. These automated systems monitor terminal access, volumetric allocations, credit control and carrier certification through the remote identification of customers. In addition, some of the bulk terminals from which we market are equipped with truck loading racks capable of providing automated blending and additive packages which meet our customers’ specific requirements.
We use throughput arrangements for storage of product at terminals owned by others, including terminals where we do not maintain dedicated storage. We or our customers can load product at these terminals, and we pay the owners of these terminals fees for services rendered in connection with the receipt, storage and handling of such product. Compensation to the terminal owners may be fixed or based upon the volume of our product that is delivered and sold at the terminal. Our throughput agreements may require us to throughput a minimum volume over an agreed-upon period and may include make-up rights if the minimum volume is not met.
We have exchange agreements with customers and suppliers. An exchange agreement is a contractual arrangement where the parties exchange product at their respective terminals or facilities. For example, we (or our customers) receive product that is owned by our exchange partner from such party’s facility or terminal, and we deliver the same volume of our product to such party (or to such party’s customers) out of one of the terminals in our terminal network. Generally, both sides of an exchange transaction pay a handling fee (similar to a throughput fee), and often one party also pays a location differential that covers any excess transportation costs incurred by the other party in supplying product to the location at which the first party receives product. Other differentials that may occur in exchanges (and result in additional payments) include product value differentials and timing differentials.
We sometimes purchase or sell products at terminals owned by us and/or owned by others under rack purchase agreements. Rack purchase agreements enable us to receive (when we are the customer) or deliver (when we are the
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supplier) product at a terminal’s truck rack. Ownership of the product typically transfers when product passes through the flange connecting the terminal’s truck rack infrastructure and a hauler’s tanker truck. Rack purchase agreements have terms of varying length, with pricing often tied to an index plus a pricing differential and sometimes have minimum and maximum quantity requirements.
Gasoline Stations
As of December 31, 2023, we had a portfolio of 1,627 owned, leased and/or supplied gasoline stations, including 341 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our unconsolidated joint venture, SPR.
At our company-operated stores, we operate the gasoline stations and convenience stores with our employees, and we set the retail price of gasoline at the station. At commissioned agent locations, we own the gasoline inventory, and we set the retail price of gasoline at the station and pay the commissioned agent a fee related to the gallons sold. We receive rental income from commissioned agent leased gasoline stations for the leasing of the convenience store premises, repair bays and/or other businesses that may be conducted by the commissioned agent. At dealer-leased locations, the dealer purchases gasoline from us, and the dealer sets the retail price of gasoline at the dealer’s station. We also receive rental income from (i) dealer-leased gasoline stations and (ii) cobranding arrangements. We also supply gasoline to locations owned and/or leased by independent contract dealers. Additionally, we have contractual relationships with distributors in certain New England states pursuant to which we source and supply these distributors’ gasoline stations with Exxon- or Mobil-branded gasoline.
Supply
Our products, including refined petroleum products, gasoline blendstocks and renewable fuels, come from some of the major energy companies in the world as well as North American crude oil producers. Products can be sourced from the United States, Canada, South America, Europe and occasionally from Asia. Most of our products are delivered by water, pipeline, rail or truck. We enter into supply agreements with these suppliers on a term basis or a spot basis. With respect to trade terms, our supply purchases vary depending on the particular contract from prompt payment (usually two days) to net 30 days. Please read “—Commodity Risk Management.” We obtain our convenience store inventory from traditional suppliers.
Seasonality
Due to the nature of our businesses and our reliance, in part, on consumer travel and spending patterns, we 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 we operate, increasing the demand for gasoline. Therefore, our volumes in gasoline are typically higher in the second and third quarters of the calendar year. As demand for some of our 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 our quarterly operating results.
Commodity Risk Management
When we take title to the products that we sell, we are exposed to commodity risk. Commodity risk is the risk of unfavorable market fluctuations in the price of commodities such as refined petroleum products, gasoline blendstocks, renewable fuels and crude oil. We endeavor to minimize commodity risk in connection with our daily operations through hedging by the use of exchange-traded futures contracts on regulated exchanges or using other over-the-counter derivatives, and then lift hedges as we sell the product for physical delivery to third parties. Products are generally purchased and sold at spot market prices, fixed prices or indexed prices, with certain adjustments based on quality and freight due to location differences and prevailing supply and demand conditions, as well as other factors. While we use these transactions to seek to maintain a position that is substantially balanced within our commodity product purchase and sales activities, we may experience net unbalanced positions for short periods of time as a result of variances in daily
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purchases and sales and transportation and delivery schedules as well as other logistical issues inherent in our businesses, such as weather conditions. In connection with managing these positions, we are aided by maintaining a constant presence in the marketplace. We also engage in a controlled trading program for up to an aggregate of 250,000 barrels of commodity products at any one point in time. Our policy is generally to purchase only products for which we have a market and to structure our sales contracts so that price fluctuations do not materially affect our profit. While our policies are designed to minimize market risk, as well as inherent basis risk, exposure to fluctuations in market conditions remains.
Operating results are sensitive to a number of factors. Such factors include commodity location, grades of product, individual customer demand for grades or location of product, localized market price structures, availability of transportation facilities, daily delivery volumes that vary from expected quantities and timing and costs to deliver the commodity to the customer. Basis risk is the inherent market price risk created when a commodity of a certain grade or location is purchased, sold or exchanged as compared to a purchase, sale or exchange of a commodity at a different time or place, including transportation costs and timing differentials. We attempt to reduce our exposure to basis risk by grouping our purchase and sale activities by geographical region and commodity quality in order to stay balanced within such designated region. However, basis risk cannot be entirely eliminated, and basis exposure, particularly in backward markets (when prices for future deliveries are lower than current prices) or other adverse market conditions, can adversely affect our financial condition, results of operations and cash available for distribution to our unitholders.
With respect to the pricing of commodities, we utilize exchange-traded futures contracts and other derivative instruments to minimize or hedge the impact of commodity price changes on our inventories and forward fixed price commitments. Any hedge ineffectiveness is reflected in our results of operations. We utilize regulated exchanges, including the NYMEX, the Chicago Mercantile Exchange (“CME”) and the Intercontinental-Exchange (“ICE”), which are exchanges for the respective commodities that each trades, thereby reducing potential delivery and supply risks. Generally, our practice is to close all exchange positions rather than to make or receive physical deliveries.
We monitor processes and procedures to prevent unauthorized trading by our personnel and to maintain substantial balance between purchases and sales or future delivery obligations. We can provide no assurance, however, that these steps will eliminate commodity risk or detect and prevent all violations of such trading processes and procedures, particularly if deception or other intentional misconduct is involved.
In our Wholesale segment, we obtain Renewable Identification Numbers (“RINs”) in connection with our purchase of ethanol which is used for bulk trading purposes or for blending with gasoline through our terminal system. A RIN is a renewable identification number associated with government-mandated renewable fuel standards. To evidence that the required volume of renewable fuel is blended with gasoline, obligated parties must retire sufficient RINs to cover their Renewable Volume Obligation (“RVO”). Our U.S. Environmental Protection Agency (“EPA”) obligations relative to renewable fuel reporting are comprised of foreign gasoline and diesel that we may import and blending operations at certain facilities. As a wholesaler of transportation fuels through our terminals, we separate RINs from renewable fuel through blending with gasoline and can use those separated RINs to settle our RVO. While the annual compliance period for the RVO is a calendar year and the settlement of the RVO typically occurs by March 31 of the following year, the settlement of the RVO can occur, under certain EPA deferral actions, more than one year after the close of the compliance period. Our Wholesale segment operating results may be sensitive to the timing associated with our RIN position relative to our RVO at a point in time, and we may recognize a mark-to-market liability for a shortfall in RINs at the end of each reporting period. To the extent that we do not have a sufficient number of RINs to satisfy our RVO as of the balance sheet date, we charge cost of sales for such deficiency based on the market price of the RINs as of the balance sheet date and record a liability representing our obligation to purchase RINs.
For more information about our policies and procedures to minimize our exposure to market risk, including commodity market risk, please read Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”
Competition
In each of our operating segments, we encounter varying degrees of competition based on product and geographic locations and available logistics. Our competitors include terminal companies, major integrated oil
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companies and their marketing affiliates, wholesalers, producers and independent marketers of varying sizes, financial resources and experience. In our markets, we compete in various product lines and for all customers of those various product lines. In the residual oil markets, however, where product is heated when stored and cannot be delivered long distances, we face less competition because of the strategic locations of our residual oil storage facilities. We supply oil to industrial, commercial and marine customers. We also compete with natural gas suppliers and marketers in our home heating oil and residual oil product lines. Bunkering requires facilities at ports to service vessels. In various other geographic markets, particularly with respect to unbranded gasoline and distillates markets, we compete with integrated refiners, merchant refiners and regional marketing companies. Our retail gasoline stations compete with unbranded and branded retail gasoline stations as well as supermarket and warehouse stores that sell gasoline, and our convenience stores compete with other convenience store chains, independent convenience stores, supermarkets, drugstores, discount warehouse clubs, motor fuel stations, mass merchants, quick service restaurants and other similar retail outlets.
Employees and Human Capital
To carry out our operations, our general partner and certain of our operating subsidiaries employed a total of approximately 5,060 employees, including approximately 3,485 full-time employees as of December 31, 2023, of which approximately 100 employees were represented by labor unions under collective bargaining agreements with various expiration dates. We strive to maintain positive relations with our employees.
Our values and culture are key to our ability to attract, hire and retain skilled and talented employees for our businesses and are critical to our success. Striving to offer competitive compensation and benefit programs is a cornerstone to fostering an engaged and motivated workforce and rewarding performance.
Diversity is one of our core strengths and is key to building an inclusive and equitable workplace. We encourage all employees to exhibit integrity, quality, commitment and innovation and, in doing so, contribute to our long-standing character and reputation.
Our continued growth depends on our ability to attract and retain the best people. Our ability to lead employees through growth depends on our continued investment in the training and development of our leaders and continued focus on cultivating the leaders of tomorrow. Our approach to securing top talent is tailored to each workplace environment. In our retail locations, we have an expedited application and onboarding process, including text to apply, and a referral bonus scheme for existing employees. In our corporate offices, we continue to offer a flexible working policy for everyone and the ability to work completely remotely for approved employees.
It is essential to hear from our employees. We maintain an environment of open communications where the contributions of all employees are valued. We encourage many forms of company-wide communications, including town hall meetings. Our culture is founded upon core principles of respect, fair treatment and providing equal opportunities for our workforce.
Safeguarding the health and safety of our employees is our first and foremost priority. We are committed to providing a safe working environment for all our employees and operating in a safe and environmentally sound manner. This commitment extends to supporting the communities where we operate and continuing to foster sustainability throughout the company. We continue to focus and expand on sustainability. We added customizable biofuels systems at four of our terminals; developed an electric vehicle strategy and installed a number of charging units; and deployed per- and polyfluroroalkyl substances (“PFAS”)-free foam for fire suppression to all of our owned legacy terminals and are planning to do the same at our recently-acquired terminals in 2024. We continue to research, explore and develop other sustainable energy opportunities while supporting policy that advances clean fuel adoption.
We operate in an evolving regulatory environment and our operations are subject to numerous and varying regulatory requirements. We proactively manage compliance and work collaboratively with stakeholders, including government agencies, in this endeavor.
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Title to Properties, Permits and Licenses
We believe we have all of the assets needed, including leases, permits and licenses, to operate our businesses in all material respects. With respect to any consents, permits or authorizations that have not been obtained, we believe that the failure to obtain these consents, permits or authorizations will have no material adverse effect on our financial position, results of operations or cash available for distribution to our unitholders.
We believe we have satisfactory title to all of our assets. Title to property, including certain sites within our GDSO segment, may be subject to encumbrances, including repurchase rights and use, operating and environmental covenants and restrictions. We believe that none of these encumbrances will materially detract from the value of our properties or from our interest in these properties, nor will they materially interfere with the use of these properties in the operation of our businesses.
The name GLOBAL®, our Global logos and the name Global Petroleum Corp.® are our trademarks. In addition, we have trademarks for our premium fuels and additives: Heating Oil Plus™ and the Heating Oil Plus® logo, SubZero® and the SubZero® logo, Diesel One® and the Diesel One® logo, Diesel 1®, the Diesel 1™ logo, the tagline Legacy.Technology.Performance.®, GlobalGlo™ and GlobalGlo Low Carbon Solutions™. Our Global online customer portal for buying, bidding and contract management is operated under the name GlobalCONNECT™.
We also own registrations and use the following trademarks, among others, for our convenience store business: A Fresh Take on Everything®, Alltown®, Alltown Fresh & logo®, Fresh with Benefits®, Alltown Insiders®, Alltown Market®, Alltown Neighborhood Perks®, Centre St. Kitchen®, Fast Freddie’s®, Mr. Mike’s®, Deli Joe’s®, Diamond Fuels®, Xtra Mart & logo®, XtraCafe®, HF Honey Farms & logo®, Wheels & logo®. We also own the trademark Jiffy Mart & logo SM. We also have rights to use O’Connell’s Convenience PlusSM, T-BirdSM, Miller’s Mart® and related marks.
Facilities
We lease office space for our principal executive office in Waltham, Massachusetts. This lease expires on July 31, 2026 with extension options through July 31, 2036. In addition, we have leases for various small office spaces in other states for which we utilize to support our operations.
Regulation
General
Our businesses of supplying primarily refined petroleum products, gasoline blendstocks, renewable fuels and crude oil involve a number of activities that are subject to extensive and stringent environmental laws. In addition, these laws are frequently modified or revised to impose new obligations.
Our operations use a number of petroleum and other products storage and distribution facilities. These facilities include rail transloading facilities and gasoline stations that we do not own or operate, but at which refined petroleum products, gasoline blendstocks, renewable fuels and crude oil are stored. We use these facilities through several different contractual arrangements, including leases and throughput and terminalling services agreements. If facilities with which we contract that are owned and operated by third parties fail to comply with environmental laws, they could be shut down or their operations could be compromised, requiring us to incur costs to use alternative facilities.
State, federal, and municipal laws and regulations, including, without limitation, those governing environmental matters can restrict or impact our business activities in many ways, such as:
| ● | requiring remedial action to mitigate releases of hydrocarbons, hazardous substances or wastes caused by our operations or attributable to former operators; |
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| ● | requiring our operations to obtain, maintain and renew permits which can obligate us to incur capital expenditures to comply with environmental control requirements and which may restrict our operations; |
| ● | enjoining the operations of facilities found to be noncompliant with applicable laws and regulations; |
| ● | inability to renew, modify or obtain permits on terms and conditions that are satisfactory to maintain existing operations, to modify and/or expand existing operations and to conduct new operations; and |
| ● | limiting or restricting the products we may sell at our company-operated convenience stores. |
Any such failures to comply may also trigger administrative, civil and possibly criminal enforcement measures, including monetary penalties and remedial requirements. Certain statutes impose strict, joint and several liability for costs required to clean up and restore sites where hydrocarbons, hazardous substances or wastes have been released or disposed of. Moreover, neighboring landowners and other third parties may file claims for personal injury and property damage allegedly caused by the release of hydrocarbons, hazardous substances or other wastes into the environment.
Our operating permits are subject to modification, renewal and revocation. We regularly monitor and review our operations, procedures and policies for compliance with permits, laws and regulations. Risk of noncompliance, permit interpretation, permit modification, renewal of permits on less favorable terms, judicial or administrative challenges of permits or permit revocation are inherent in the operation of our businesses, as it is with other companies engaged in similar businesses.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may affect the environment over time. As a result, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and minimize the costs of such compliance.
We do not believe that compliance with federal, state or municipal laws, including environmental laws and regulations will have a material adverse effect on our financial position, results of operations or cash available for distribution to our unitholders. We can provide no assurance, however, that future events, such as changes in existing laws (including changes in the interpretation of existing laws), the promulgation of new laws, or the development or discovery of new facts or conditions will not cause us to incur significant costs or will not have a material adverse effect on our financial position, results of operations or cash available for distribution to our unitholders.
For additional information concerning certain environmental proceedings, please read Notes 15 and 25 of Notes to Consolidated Financial Statements.
Hazardous Substance Releases and Waste Handling
Our businesses are subject to laws that relate to the release of hazardous substances into the water, air or soils and require, among other things, measures to control pollution of the environment. For instance, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, also known as CERCLA or the Superfund law, and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of hazardous substances into the environment. Under the Superfund law, these persons may be subject to joint and several liability for the costs of cleaning up hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. In the course of our ordinary operations, we may generate, store or otherwise handle materials and wastes that fall within the Superfund law’s definition of a hazardous substance and, as a result, we may be jointly and severally liable under the Superfund law for all or part of the costs required to clean up sites at which those hazardous substances have been released into the environment. Under these laws, we could be required to remove or remediate previously disposed wastes, including wastes disposed of or released by prior owners or operators, clean up contaminated property, including groundwater contaminated by prior owners or operators, or make capital improvements to prevent future contamination.
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Our operations generate a variety of wastes, including some hazardous wastes that are subject to the federal Resource Conservation and Recovery Act, as amended (“RCRA”) and comparable state laws. These regulations impose detailed requirements for the handling, storage, treatment and disposal of hazardous waste. Our operations also generate solid wastes which are regulated under state law or the less stringent solid waste requirements of the federal Solid Waste Disposal Act. We believe that our operations are in substantial compliance with the existing requirements of RCRA, the Solid Waste Disposal Act and similar state and municipal laws, and the cost involved in complying with these requirements is not material. We also incur ongoing costs for monitoring groundwater and/or remediation of contamination at several facilities that we operate.
We believe we are in substantial compliance with applicable hazardous substance releases and waste handling requirements related to our operations. We do not believe that compliance with federal, state or municipal hazardous substance releases and waste handling regulations will have a material adverse effect on our financial position, results of operations or cash available for distribution to our unitholders. However, these and future statutes, regulatory changes or initiatives regarding hazardous substance releases and waste handling could directly and indirectly increase our operating and compliance costs. For example, the EPA has proposed to designate two widely used chemicals that break down slowly over time (per- and poly-fluoroalkyl substances, also known as “PFAS”) as hazardous substances under CERCLA (namely, perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS)). Should any PFAS contamination be detected at sites that we currently own or operate, or formerly owned or operated, we may be obligated to remediate any such materials. We cannot assure that costs incurred to comply with standards and regulations emerging from these and future rulemakings will not be material to our businesses, financial condition or results of operations.
Above Ground Storage Tanks
Above ground tanks that contain petroleum and other hazardous substances are subject to comprehensive regulation under environmental and other laws. Generally, these laws require secondary containment systems for tanks or that the operators take alternative precautions to ensure that no contamination results from tank leaks or spills and impose liability for releases from the tanks. We believe we are in substantial compliance with environmental laws and regulations applicable to above ground storage tanks.
Under the Oil Pollution Act of 1990 (“OPA”) and comparable state laws, responsible parties for a regulated facility from which products are spilled may be subject to strict, joint and several liability for removal costs and certain other consequences of any spill such as natural resource damages, where the spill is into navigable waters, groundwater or along shorelines and other resource areas, and damages to private properties.
Under the authority of the federal Clean Water Act, the EPA imposes specific requirements for Spill Prevention, Control and Countermeasure Plans and Facility Response Plans that are designed to prevent, and minimize the impacts of, releases of oil and other products from above ground storage tanks. We believe we are in substantial compliance with regulations pursuant to OPA, the Clean Water Act and similar state laws. We follow the American Petroleum Institute’s inspection, maintenance and repair standard applicable to our above ground storage tanks.
Underground Storage Tanks
We are required to make financial expenditures to comply with regulations governing underground storage tanks (“USTs”) which store gasoline or other regulated substances adopted by federal, state and municipal regulatory agencies. Pursuant to RCRA, the EPA has established a comprehensive regulatory program for the detection, prevention, investigation and cleanup of leaking USTs. State or local agencies may be delegated the responsibility for implementing the federal program or developing and implementing equivalent or stricter state or local regulations. We have a comprehensive program in place for performing routine tank testing and other compliance activities which are intended to promptly detect and investigate any potential releases. We believe we are in substantial compliance with applicable environmental requirements, including those applicable to our USTs. Compliance with existing and future environmental laws regulating UST systems of the kind we use may require significant capital expenditures in the future. These expenditures may include upgrades, modifications, and the replacement of USTs and related piping to comply with current and future regulatory requirements designed to ensure the detection, prevention, investigation and remediation of leaks and spills.
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Water Discharges
The federal Clean Water Act imposes restrictions regarding the discharge of pollutants, including oil and refined petroleum products, gasoline blendstocks, renewable fuels and crude oil, into waters of the United States. This law and comparable state laws may require permits for discharging pollutants into state and federal waters, including certain underground sources, and impose substantial liabilities and remedial obligations for noncompliance. We hold these discharge permits for our facilities, as applicable. These state and federal laws are subject to uncertainty due to ongoing proposed regulatory revisions, ongoing litigation and the recent change in federal administration. This uncertainty extends to, among other regulatory provisions, the definition of waters of the United States, which continues to be the subject of regulatory redefinitions (as well as ongoing litigation). Most recently, the EPA and U.S. Army Corps of Engineers released a final revised definition of waters of the United States founded upon the pre-2015 definition and including updates incorporating existing Supreme Court decisions and regulatory guidance. However, the revised definition has already been challenged and is currently enjoined in 27 states. In May 2023, the Supreme Court released its opinion in Sackett v. EPA, which involved issues relating to the legal tests used to determine whether wetlands qualify as waters of the United States. The Sackett decision invalidated certain parts of the final revised definition and significantly narrowed its scope, resulting in a revised rule being issued in September 2023. However, due to the injunction of the revised definition, the implementation of the September 2023 rule currently varies by state. Therefore, some uncertainty remains as to how broadly the September 2023 rule and the Sackett decision will be interpreted by the agencies. Uncertainty also extends to potential changes in regulated pollutants and applicable standards and the regulation of discharges to groundwater. All of these actions could expand jurisdiction or restrict discharges due to revised standards. This regulatory uncertainty may result in a need for additional or amended permits in areas that were not formerly subject to the Clean Water Act, which may impact operations in the future and result in increased costs.
EPA regulations also may require us to obtain permits to discharge certain storm water runoff. Storm water discharge permits also may be required by certain states in which we operate. We believe that we hold the required permits and operate in material compliance with those permits. While we have experienced periodic permit discharge exceedences at some of our terminals, we do not expect any noncompliance with existing permits and foreseeable new permit requirements to have a material adverse effect on our financial position, results of operations or cash available for distribution to our unitholders.
Air Emissions
Under the federal Clean Air Act (the “CAA”) and comparable state and local laws, permits are typically required to emit regulated air pollutants into the atmosphere above certain thresholds. We believe that we currently hold or have applied for all necessary air permits and that we are in substantial compliance with applicable air laws and regulations. Although we can give no assurances, we are aware of no changes to air quality regulations that will have a material adverse effect on our financial condition, results of operations or cash available for distribution to our unitholders.
Various federal, state and municipal agencies have the authority to prescribe product quality specifications for the petroleum products and renewable fuels that we sell, largely in an effort to reduce air pollution. Failure to comply with these regulations can result in substantial penalties. Although we can give no assurances, we believe we are currently in substantial compliance with these regulations.
Changes in product quality specifications could require us to incur additional handling costs or reduce our throughput volume. For instance, different product specifications for different markets, such as sulfur content for transportation fuels and home heating fuels, could require the construction of additional storage.
In addition, the CAA and similar state laws impose requirements on emissions to the air from motor fueling activities in certain areas of the country, including those that do not meet state or national ambient air quality standards. These laws may require the installation of vapor recovery systems to control emissions of volatile organic compounds to the air during the motor fueling process.
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In December 2020, the EPA under President Trump maintained the November 2015 National Ambient Air Quality Standards (“NAAQS”) for ground-level ozone. A designation of nonattainment can lead the governing state to issue more stringent limits on existing sources of those precursor pollutants within the designated nonattainment area. However, in October 2021, the EPA announced that it would reconsider the December 2020 determination to maintain the November 2015 NAAQS with a target date of year end of 2023. A draft assessment released in April 2022 indicated EPA staff had reached a preliminary conclusion that the December 2020 decision would stand, but in August 2023, the EPA announced a new review of the NAAQS for ground-level ozone. Until a final review is released, the full extent of the impacts of any new standards are not clear. However, any revisions have the potential to change the nonattainment designations and could have a material impact on our operations and cost-structure, which would be determined on an individual permit by permit basis.
Climate Change
The threat of climate change continues to attract considerable attention in the United States and in foreign countries. In the United States, no comprehensive climate change legislation has been implemented at the federal level; however, President Biden has made action on climate change a focus of his administration, and several states have implemented their own efforts to curb greenhouse gas (“GHG”) emissions. To the extent that our operations are subject to restrictions on GHG emissions, we may face increased capital and operating costs associated with new or expanded facilities. Significant expansions of our existing facilities or construction of new facilities may be subject to the CAA’s requirements for review of pollutants regulated under the Prevention of Significant Deterioration and Title V programs. Some of our facilities and operations are also subject to the EPA’s Mandatory Reporting of Greenhouse Gases rule, and any further regulation may increase our operational costs. Some states in which we do business, including New York, have enacted measures requiring regulatory agencies to consider potential sea level rise in the performance of their regulatory duties.
The EPA has proposed or finalized New Source Performance Standards (“NSPS”) for a number of emissions categories, including methane and volatile organic compound emissions from certain activities in the oil and gas production sector. Although the Trump administration reduced certain of these requirements, President Biden issued an executive order calling for the EPA to revisit federal regulations regarding methane and, in December 2023, the EPA finalized more stringent methane rules for new, modified, and reconstructed facilities, known as OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc. Under the final rules, states have two years to prepare and submit their plans to impose methane emissions controls on existing sources. The presumptive standards established under the final rule are generally the same for both new and existing sources and include enhanced leak detection survey requirements using optical gas imaging and other advanced monitoring to encourage the deployment of innovative techniques to reduce methane emissions, reduction of emissions by 95% through capture and control systems, zero-emission requirements for certain devices, and the establishment of a “super-emitter” response program that would allow third parties to make reports to the EPA of large methane emission events, triggering certain investigation and repair requirements. It is likely, however, that the final rule and its requirements will be subject to legal challenge. Moreover, compliance with the new rules may affect the amount we owe under the Inflation Reduction Act of 2022 (“IRA”), signed into law by President Biden on August 16, 2022. The IRA imposes a fee on methane from certain sources in the oil and natural gas sector. Starting in 2024, the methane emissions charge would begin at $900 per metric ton of leaked methane, rising to $1,200 in 2025 and $1,500 in 2026 and thereafter. Calculation of the fee is based on certain thresholds established in the IRA. However, compliance with the EPA’s methane rules would exempt an otherwise covered facility from the requirement to pay the fee. The imposition of the EPA’s final methane rules and, as applicable, the IRA’s fee, alongside other provisions of the IRA, could accelerate a transition away from fossil fuels, restricting production of liquid and fossil fuels which could lower fuel consumption and adversely affect our business. Moreover, failure to comply with these requirements could result in the imposition of substantial fines and penalties, as well as costly injunctive relief.
Under Subpart MM of the Mandatory Greenhouse Gas Reporting Rule (“MRR”), importers and exporters of petroleum products, including distillates and natural gas liquids, must report the GHG emissions that would result from the complete combustion of all imported and exported products if such combustion would result in the emission of at least 25,000 metric tons of carbon dioxide equivalent per year. We currently report under Subpart MM because of the volume of petroleum products we typically import. Compliance with the MRR does not substantially impact our
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operations. However, any change in regulations based on GHG emissions reported in compliance with MRR may limit our ability to import petroleum products or increase our costs to import such products.
The EPA has also issued Corporate Average Fuel Economy (“CAFE”) standards to regulate emissions of GHGs from the use of fossil fuels for mobile sources. Generally, the CAFE standards have incremental annual increases; however, in recent years, significant regulatory changes and related litigation have cast uncertainty on the pace of state and federal efforts to further accelerate fuel economy objectives, which are tied to regulatory strategies to reduce vehicle emissions. In August 2021, the National Highway Traffic Safety Administration (“NHTSA”) proposed new CAFE standards for light duty vehicles manufactured in models years 2024 through 2026, so that standards would increase in stringency at a rate of 8% per year rather than the previous incremental change of 1.5% per year. The final rule establishing these standards was released in March 2022, implementing a rate of 8% annually for model years 2024 and 2025 and 10% for model year 2026. Additionally, in December 2021, the EPA and the NHTSA withdrew the Safer Affordable Fuel-Efficient Vehicles Rule Part I (“SAFE I Rule”), which would have preempted state authority and prevented states like California from setting their own fuel economy standards. Accordingly, various state and regional programs have been proposed which would curtail or prevent the sale of new gasoline-powered personal vehicles in their jurisdictions within identified time periods. Such programs to achieve reductions in emissions of GHGs from the operation of motor vehicles may be required, which may reduce demand for our products and services.
Overall, there has been a trend towards increased regulation of GHGs and initiatives, both domestically and internationally, to limit GHG emissions. Future efforts to limit emissions associated with transportation fuels and heating fuels could reduce the market for, or effect pricing of, our products, and thus adversely impact our businesses. For example, at the 2015 United Nations Framework Convention on Climate Change in Paris, the United States and nearly 200 other nations entered into an international climate agreement. Although this agreement does not create any binding obligations for nations to limit their GHG emissions, it does include pledges to voluntarily limit or reduce future emissions. Although the United States had withdrawn from the Paris Agreement, President Biden signed an executive order recommitting the United States to the Paris Agreement, and the country formally rejoined on February 19, 2021. In April 2021, President Biden announced a new, more rigorous nationally determined emissions reduction level of 50-52% reduction from 2005 levels in economy-wide net GHG emissions. The impacts of resultant actions and of any legislation or regulation that may be passed to implement the United States’ commitment under the Paris Agreement, are unclear at this time.
Separately, it should be noted that many scientists have concluded that increasing concentrations of GHG in the earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events. If any of those effects were to occur, they could have an adverse effect on our assets and operations. In addition, various suits have been filed, alleging that certain companies created public nuisances by producing fuels that contributed to climate change, or alleging that such companies have been aware of the adverse impacts of climate change for some time but failed to adequately disclose such impacts to their investors or customers. Any such litigation could have an adverse effect on operations in the future.
There are increasing financial risks associated with our operations. Activists concerned about the potential effects of climate change have, in certain instances, directed their attention at sources of funding for energy companies whose businesses are related to the use of fossil fuels. In the future, financial institutions may be required to adopt policies that could have the effect of reducing funding available to the fossil fuel industry. This could make it more difficult to secure funding. For example, in October 2023, the Federal Reserve, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp. released a finalized set of principles guiding financial institutions with $100.0 billion or more in assets on the management of physical and transition risks associated with climate change. Additionally, in March 2022, the SEC released a proposed rule that would establish a framework for the reporting of climate risks, targets and metrics. We cannot predict the final form and substance of the rule or its requirements. Relatedly, California has enacted new laws requiring additional disclosure with respect to certain climate-related risks and GHG emissions reduction claims, and other states are considering similar laws. The ultimate impact of the SEC rule and new laws or regulations imposing more stringent requirements on our business related to the disclosure of climate-related risks may result in reputation harms among certain stakeholders if they disagree with our approach to mitigating climate-related risks, additional costs to comply with any such disclosure requirements and increased costs of restrictions and on access to capital.
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Convenience Store Regulations
Our convenience store operations are subject to extensive governmental laws and regulations that include legal restrictions on the sale of alcohol, tobacco and lottery products, food labelling, safety and health requirements and public accessibility, as well as sanitation, environmental, safety and fire standards. State and local regulatory agencies have the authority to approve, revoke, suspend or deny applications for, and renewals of, permits and licenses. Our operations are also subject to federal and state laws governing matters such as wage rates, overtime, working conditions and citizenship requirements. At the federal level, there are proposals under consideration from time to time to increase minimum wage rates and to introduce a system of mandated health insurance, each of which could adversely affect our results of operations.
In June 2009, Congress passed the Family Smoking Prevention and Tobacco Control Act (“FSPTCA”) which gave the Food and Drug Administration (“FDA”) broad authority to regulate tobacco and nicotine products. Under the FSPTCA, the FDA has enacted numerous regulations restricting the sale of such products to anyone under the age of 18 years (state laws are permitted to set a higher minimum age); prohibit the sale of single cigarettes or packs with less than 20 cigarettes; and prohibit the sale or distribution of non-tobacco items such as hats and t-shirts with tobacco brands, names or logos. These governmental actions, as well as national, state and municipal campaigns to discourage smoking, tax increases, and imposition of regulations restricting the sale of flavored tobacco products, e-cigarettes and vapor products, have and could result in reduced consumption levels, higher costs which we may not be able to pass on to our customers, and reduced overall customer traffic. Also, increasing regulations related to and restricting the sale of flavored tobacco products, e-cigarettes and vapor products may offset some of the gains we have experienced from selling these types of products. These factors could materially affect the sale of this product mix which in turn could have an adverse effect on our results of operations.
Ethanol Market
The market for ethanol is dependent on several economic incentives and regulatory mandates for blending ethanol into gasoline, including the availability of federal tax incentives, ethanol use mandates and oxygenate blending requirements. For instance, the Renewable Fuels Standard (“RFS”) requires that a certain amount of renewable fuels, such as ethanol, be utilized in transportation fuels, including gasoline, in the United States each year. Additionally, the EPA imposes oxygenate blending requirements for reformulated gasoline that are best met with ethanol blending. Gasoline marketers may also choose to discretionally blend ethanol into conventional gasoline for economic reasons. A change or waiver of the RFS mandate or the reformulated gasoline oxygenate blending requirements could adversely affect the availability and pricing of ethanol. Any change in the RFS mandate could also result in reduced discretionary blending of ethanol into conventional gasoline.
In June 2023, the EPA released its final “Set” rule establishing biofuel targets for 2023, 2024 and 2025 under the RFS program, increasing the amount of the renewable volume obligation imposed on importers and producers of transportation fuels. Generally, the final volumes under the Set rule represent an aggregate downward adjustment for certain categories of renewable fuel. The changes under the Set rule are likely to result in increases in the cost of such fuels and could lower fuel consumption and thereby reduce our revenues.
Environmental Insurance
We maintain insurance which may cover, in whole or in part, certain costs relating to environmental matters associated with releases of products we store, sell and/or ship. We maintain insurance policies with insurers in amounts and with coverage and deductibles we believe are reasonable and prudent. These policies may not cover all environmental risks and costs and may not provide sufficient coverage in the event an environmental claim is made against us.
Security Regulation
Since the September 11, 2001 terrorist attacks on the United States, the U.S. government has issued warnings that energy infrastructure assets may be future targets of terrorist organizations. These developments have subjected our
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operations to increased risks. Increased security measures taken by us as a precaution against possible terrorist attacks have resulted in increased costs to our businesses. Where required by federal or municipal laws, we have prepared security plans for the storage and distribution facilities we operate. Terrorist attacks aimed at our facilities and any global and domestic economic repercussions from terrorist activities could adversely affect our financial condition, results of operations and cash available for distribution to our unitholders. For instance, terrorist activity could lead to increased volatility in prices for home heating oil, gasoline and other products we sell.
Insurance carriers are currently required to offer coverage for terrorist activities as a result of the federal Terrorism Risk Insurance Act of 2002 (“TRIA”). Pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2019, TRIA has been extended through December 31, 2027. We elect to purchase terrorism coverage through a stand-alone insurance program for both liability and property. Although we cannot determine the future availability and cost of insurance coverage for terrorist acts, we do not expect the availability and cost of such insurance to have a material adverse effect on our financial condition, results of operations or cash available for distribution to our unitholders.
Hazardous Materials Transportation
Our operations include the preparation and shipment of some hazardous materials by truck, rail, marine vessel and/or pipeline. We are subject to regulations promulgated under the Hazardous Materials Transportation Act (and subsequent amendments) and administered by the U.S. Department of Transportation (“DOT”) under the Federal Highway Administration, the Federal Railroad Administration, the United States Coast Guard and the Pipeline and Hazardous Materials Safety Administration (“PHMSA”).
We conduct loading and unloading of primarily refined petroleum products, gasoline blendstocks, renewable fuels and crude oil to and from cargo transports, including tanker trucks, railcars, marine vessels and pipelines. In large part, the cargo transports are owned and operated by third parties. In addition, we lease a fleet of railcars and charter barges associated with the shipment of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil. We conduct ongoing training programs to help ensure that our operations are in compliance with applicable regulations.
The trend in hazardous material transportation is to increase oversight and regulation of these operations. These regulations address: the testing and ensuing designations of crude oil; the safety of tank cars that are used in transporting crude oil and other flammable or petroleum type liquids by rail, including the phase out of DOT-111 tank cars that have not been retro-fitted; braking standards for certain trains; new operational protocols for trains transporting large volumes of flammable liquids, such as routing requirements, speed restrictions and the provision of information to local government agencies; and comprehensive oil spill response plans for any railroad that transports Class 3 flammable liquid petroleum oil in a single train carrying either a continuous block of 20 or more loaded tank cars or 35 or more loaded tank cars in total. In May 2020, PHMSA withdrew an Advance Notice of Proposed Rulemaking announcing potential revisions of the Hazardous Materials Regulations to establish vapor pressure limits for the transportation of crude oil and potentially all Class 3 flammable liquid hazardous materials. This or other regulations regarding the movement of hazardous liquids by rail may be pursued by the Biden Administration, although at this time, no such actions have occurred. In addition to any action taken or proposed by federal agencies, a number of states have proposed or enacted laws in recent years that encourage safer rail operations or urge the federal government to enhance requirements for these operations.
Regulations for rail transport are similar in Canada, though specific requirements may vary. Transport Canada has implemented regulations imposing speed limit restrictions on certain trains carrying hazardous materials in highly populated areas, requiring railways to give municipalities and first responders more information about the hazardous materials they carry, requiring that approved Emergency Response Assistance Plans be in place prior to transporting certain quantities of dangerous goods, and requiring railways to carry minimum levels of insurance depending on the quantity of crude oil or dangerous goods that they transport.
We believe we are in substantial compliance with applicable hazardous materials transportation requirements related to our operations. We do not believe that compliance with federal, state or municipal hazardous materials transportation regulations will have a material adverse effect on our financial position, results of operations or cash available for distribution to our unitholders. However, these and future statutes, regulatory changes or initiatives
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regarding hazardous material transportation, could directly and indirectly increase our operation, compliance and transportation costs and lead to shortages in availability of tank cars. We cannot assure that costs incurred to comply with standards and regulations emerging from these and future rulemakings will not be material to our businesses, financial condition or results of operations. Furthermore, we can provide no assurance that future events, such as changes in existing laws (including changes in the interpretation of existing laws), the promulgation of new laws and regulations, including any voluntary measures by the rail industry, that result in new requirements for the design, construction or operation of tank cars used to transport crude oil or other products, or, or the development or discovery of new facts or conditions will not cause us to incur significant costs. Any such requirements would apply to the industry as a whole.
Employee Safety
We are subject to the requirements of the Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers. In addition, OSHA’s hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens. We believe that we are in substantial compliance with the applicable OSHA requirements.
Item 1A. Risk Factors.
Summary of Risk Factors
We are subject to a variety of risks and uncertainties, including, without limitation risks related to (i) our businesses and our operations, (ii) our structure and (iii) tax matters, each of which could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. The following summarizes certain of these risks:
| ● | We may not have sufficient cash from operations to enable us to pay distributions on our Series A preferred units or our Series B preferred units (collectively, our “preferred units”) or maintain distributions on our common units at current levels. |
| ● | A significant decrease in price or demand for the products we sell or a significant increase in the cost of our logistics activities could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. |
| ● | Certain of our financial results are subject to seasonality. |
· | The condition of credit markets may adversely affect our liquidity. |
| ● | Covenants and borrowing base limitations included in our debt instruments and our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. |
| ● | Our risk management policies cannot eliminate all commodity risk, basis risk or the impact of unfavorable market conditions. In addition, any noncompliance with our risk management policies could result in significant financial losses. |
| ● | We are exposed to trade credit risk and risk associated with our trade credit support in the ordinary course of our businesses. |
| ● | Higher prices, new technology and alternative fuels, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles, energy efficiency and changing consumer preferences or driving habits could reduce demand for our products. |
| ● | We depend upon marine, pipeline, rail and truck transportation services for the petroleum products we purchase and sell. Regulations and directives related to these transportation services as well as disruption in any of these transportation services could adversely affect our logistics activities. |
| ● | Changes in government usage mandates and tax credits could adversely affect the availability and pricing of ethanol and renewable fuels, which could negatively impact our sales. |
| ● | We may not be able to obtain state fund or insurance reimbursement of our environmental remediation costs. |
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| ● | Our results can be adversely affected by unforeseen events, such as adverse weather, natural disasters, terrorism, cyberattacks, pandemics or other catastrophic events. |
| ● | Our businesses, including our gasoline station and convenience store business, expose us to litigation which could result in an unfavorable outcome or settlement of one or more lawsuits where insurance proceeds are insufficient or otherwise unavailable. |
| ● | Our businesses are subject to federal, state and municipal environmental and non-environmental regulations which could significantly impact our operations, increase our costs and have a material adverse effect on such businesses. |
| ● | Our assets and operations are subject to a series of risks arising from climate change. |
| ● | A disruption to our information technology systems, including cybersecurity, could significantly limit our ability to manage and operate our businesses. |
| ● | Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which could permit them to favor their own interests to the detriment of our unitholders. |
| ● | Our tax treatment depends on our status as a partnership for federal income tax purposes. |
| ● | Unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us. |
Risks Related to Our Business
We may not have sufficient cash from operations to enable us to pay distributions on our preferred units or maintain distributions on our common units at current levels following establishment of cash reserves and payment of fees and expenses, including payments to our general partner.
We may not have sufficient available cash each quarter to pay distributions on our preferred units and maintain distributions on our common units at current levels. The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on, among other things:
| ● | competition from other companies that sell refined petroleum products, gasoline blendstocks, renewable fuels and crude oil and convenience store items and sundries; |
| ● | demand for refined petroleum products, gasoline blendstocks, renewable fuels and crude oil in the markets we serve; |
| ● | absolute price levels, as well as the volatility of prices, of refined petroleum products, gasoline blendstocks, renewable fuels, RINs and crude oil in both the spot and futures markets; |
| ● | supply, extreme weather and logistics disruptions; |
| ● | seasonal variation in temperatures which affects demand for home heating oil and residual oil to the extent that it is used for space heating; |
| ● | the level of our operating costs, including payments to our general partner; and |
| ● | prevailing economic conditions. |
In addition, the actual amount of cash we have available for distribution will depend on other factors such as:
| ● | the level of capital expenditures we make; |
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| ● | the restrictions contained in our credit agreement and the indentures governing our senior notes, including financial covenants, borrowing base limitations and advance rates; |
| ● | distributions paid on our preferred units; |
| ● | redemptions of some or all of our preferred units; |
| ● | our debt service requirements; |
| ● | the cost of acquisitions; |
| ● | fluctuations in our working capital needs; |
| ● | our ability to borrow under our credit agreement to make distributions to our unitholders; and |
| ● | the amount of cash reserves established by our general partner. |
The amount of cash we have available for distribution to unitholders depends on our cash flow and does not depend solely on profitability.
The amount of cash we have available for distribution depends primarily on our cash flow, including borrowings, and does not depend solely on profitability. Our cash flow will be affected by non-cash items. As a result, we may make cash distributions during periods when we record losses and may not make cash distributions during periods when we record net income.
We commit substantial resources to pursuing acquisitions and expending capital for growth projects, although there is no certainty that we will successfully complete any acquisitions or growth projects or receive the economic results we anticipate from completed acquisitions or growth projects.
We are continuously engaged in discussions with potential sellers and lessors of existing (or suitable for development) terminalling, storage, logistics and/or marketing assets, including gasoline stations, convenience stores and related businesses, and also consider organic growth projects. Our growth largely depends on our ability to make accretive acquisitions and/or accretive development projects. We may be unable to execute such accretive transactions for a number of reasons, including the following: (1) we are unable to identify attractive transaction candidates or negotiate acceptable terms; (2) we are unable to obtain financing for such transactions on economically acceptable terms; or (3) we are outbid by competitors. Many of these transactions involve numerous regulatory, environmental, commercial and legal uncertainties beyond our control, which may materially alter the expected return associated with the underlying transaction. We may consummate transactions that we believe will be accretive but that ultimately may not be accretive and may even result in a decrease in cash. Any such transactions involves potential risks, including:
| ● | performance from the acquired assets and businesses or completed growth projects that is below the forecasts we used in evaluating the transaction; |
| ● | mistaken assumptions about price, demand, market growth, volumes, revenues and costs, including synergies; |
| ● | a project that is behind schedule or in excess of budgeted costs; |
| ● | a significant increase in our indebtedness and working capital requirements; |
| ● | an inability to hire, train or retain qualified personnel to manage and operate the businesses or assets; |
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| ● | the inability to timely and effectively integrate the operations of recently acquired businesses or assets, particularly those in new geographic areas or in new lines of business; |
| ● | mistaken assumptions about the overall costs of equity or debt; |
| ● | the assumption of substantial unknown or unforeseen environmental and other liabilities arising out of the acquired businesses or assets, including liabilities arising from the operation of the acquired businesses or assets prior to our acquisition, for which we are not indemnified or for which the indemnity is inadequate; |
| ● | limitations on rights to indemnity from the seller of the acquired assets and businesses; |
| ● | customer or key employee loss from the acquired businesses; |
| ● | unforeseen difficulties operating in new and existing product areas or new and existing geographic areas; and |
| ● | diversion of our management’s and employees’ attention from other business concerns. |
If any acquisitions we consummate or projects we pursue and complete do not generate the expected level of cash available for distribution to our unitholders, our ability to increase or maintain distributions on our common units may be reduced.
We may not be able to realize expected returns or other anticipated benefits associated with our joint ventures.
We are currently involved in two joint ventures. We may not always be in complete alignment with our unaffiliated joint venture counterparties due to, for example, conflicting strategic objectives, change in control, change in market conditions or applicable laws, or other events. We may disagree on governance matters with respect to the respective joint venture or the jointly-owned assets and may be outvoted by our respective joint venture counterparty. Our joint venture arrangements may also require us to expend additional resources that could otherwise be directed to other areas of our business. As a result of such challenges, the anticipated benefits associated with our joint ventures may not be achieved and could negatively impact our results of operations.
Our gasoline financial results in our GDSO segment can be lower in the first and fourth quarters of the calendar year due to seasonal fluctuations in demand.
Due to the nature of our businesses and our reliance, in part, on consumer travel and spending patterns, we 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 we operate, increasing the demand for gasoline. Therefore, our results of operations in gasoline can be lower in the first and fourth quarters of the calendar year.
Our heating oil and residual oil financial results can be lower in the second and third quarters of the calendar year.
Demand for some refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally higher during November through March than during April through October. We obtain a significant portion of these sales during the winter months.
Warmer weather conditions could adversely affect our results of operations and financial condition.
Weather conditions generally have an impact on the demand for both home heating oil and residual oil. Because we supply distributors whose customers depend on home heating oil and residual oil for space heating purposes during the winter, warmer-than-normal temperatures during the first and fourth calendar quarters can decrease the total volume we sell and the gross profit realized on those sales.
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A significant decrease in price or demand for the products we sell or a significant increase in the cost of our logistics activities could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
A significant decrease in price or demand for the products we sell or a significant increase in the cost of our logistics activities could reduce our revenues and, therefore, reduce our ability to make distributions to our unitholders or increase distributions to our common unitholders. Factors that could lead to a decrease in market demand for products we sell, including refined petroleum products, gasoline blendstocks, renewable fuels and crude oil, include:
| ● | a recession or other adverse economic conditions or an increase in the market price or of an oversupply of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil or higher taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline or other refined petroleum products, gasoline blendstocks, renewable fuels and crude oil; |
| ● | a shift by consumers to more fuel-efficient or alternative fuel vehicles, including hybrids, or an increase in fuel economy of vehicles, whether as a result of technological advances by manufacturers, governmental or regulatory actions or otherwise; and |
| ● | conversion from consumption of home heating oil or residual oil to natural gas and/or electric heat pumps and utilization of propane and/or natural gas (instead of heating oil) as primary fuel sources. |
Certain of our operating costs and expenses are fixed and do not vary with the volumes we store and distribute. Should we experience a reduction in our volumes stored, distributed and sold and in our logistics activities, such costs and expenses may not decrease ratably or at all. As a result, we may experience declines in our margin if volumes decrease.
Our businesses are influenced by the overall markets for refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane and increases and/or decreases in the prices of these products may adversely impact our financial condition, results of operations and cash available for distribution to our unitholders and the amount of borrowing available for working capital under our credit agreement.
Results from our purchasing, storing, terminalling, transporting, selling and blending operations are influenced by prices for refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane, price volatility and the market for such products. Prices in the overall markets for these products may affect our financial condition, results of operations and cash available for distribution to our unitholders. Our margins can be significantly impacted by the forward product pricing curve, often referred to as the futures market. We typically hedge our exposure to petroleum product and renewable fuel price moves with futures contracts and, to a lesser extent, swaps. In markets where future prices are higher than current prices, referred to as contango, we may use our storage capacity to improve our margins by storing products we have purchased at lower prices in the current market for delivery to customers at higher prices in the future. In markets where future prices are lower than current prices, referred to as backwardation, inventories can depreciate in value and hedging costs are more expensive. For this reason, in these backward markets, we attempt to reduce our inventories in order to minimize these effects.
Our inventory management is dependent on the use of hedging instruments which are managed based on the structure of the forward pricing curve. Daily market changes may impact periodic results due to the point-in-time valuation of these positions. Volatility in petroleum markets may impact our results. When prices for the products we sell rise, some of our customers may have insufficient credit to purchase supply from us at their historical purchase volumes, and their customers, in turn, may adopt conservation measures which reduce consumption, thereby reducing demand for product. Furthermore, when prices increase rapidly and dramatically, we may be unable to promptly pass our additional costs on to our customers, resulting in lower margins which could adversely affect our results of operations. Higher prices for the products we sell may (1) diminish our access to trade credit support and/or cause it to become more expensive and (2) decrease the amount of borrowings available for working capital under our credit agreement as a result of total available commitments, borrowing base limitations and advance rates thereunder.
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When prices for the products we sell decline, our exposure to risk of loss in the event of nonperformance by our customers of our forward contracts may be increased as they and/or their customers may breach their contracts and purchase the products we sell at the then lower market price from a competitor.
Historical prices for certain products we sell have been volatile and significant changes in such prices in the future may adversely affect our financial condition, results of operations and cash available for distribution to our unitholders.
Historical prices for certain products we sell have been volatile. General political conditions, acts of war such as the conflicts in Ukraine and the Middle East, terrorism and instability in oil producing regions, particularly in the United States, Canada, Middle East, Russia, Africa and South America, could significantly impact crude oil supplies and crude oil and refined petroleum product costs. Significant increases and volatility in wholesale gasoline costs could result in significant increases in the retail price of motor fuel products and in lower margins per gallon. Increases in the retail price of motor fuel products could impact consumer demand for motor fuel. This volatility makes it extremely difficult to predict the impact future wholesale cost fluctuations will have on our operating results and financial condition. Dramatic increases in crude oil prices squeeze fuel margins because fuel costs typically increase faster than these increased costs can be passed along to customers. Higher fuel prices trigger higher credit card expenses, because credit card fees are calculated as a percentage of the transaction amount, not as a percentage of gallons sold. A significant change in any of these factors could materially impact our customers’ needs, motor fuel gallon volumes, gross profit and overall customer traffic, which in turn could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
We have contractual obligations for certain transportation assets such as barges and railcars.
A decline in demand for the products we sell could result in a decrease in the utilization of our transportation assets. Certain costs associated with our contractual obligations for certain transportation assets are fixed and do not vary with volumes transported. Should we experience a reduction in our logistics activities, costs associated with our contractual obligations for related transportation assets may not decrease ratably or at all. As a result, our financial condition, results of operations and cash available for distribution to our unitholders may be negatively impacted.
The condition of credit markets may adversely affect our liquidity.
In the past, world financial markets experienced a severe reduction in the availability of credit. Possible negative impacts in the future could include a decrease in the availability of borrowings under our credit agreement, increased counterparty credit risk on our derivatives contracts and our contractual counterparties could require us to provide collateral. In addition, we could experience a tightening of trade credit from our suppliers.
Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities.
As of December 31, 2023, adjusted to give effect to the issuance of the 2032 Notes and the use of proceeds therefrom in January 2024, our total debt, including amounts outstanding under our credit agreement and senior notes, was approximately $1.59 billion. Effective February 8, 2024, we have the ability to incur additional debt, including the capacity to borrow up to $1.55 billion under our credit agreement, subject to limitations in our credit agreement. Our level of indebtedness could have important consequences to us, including the following:
| ● | our ability to obtain additional financing for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms; |
| ● | covenants contained in our existing and future credit and debt arrangements will require us to meet financial tests that may affect our flexibility in planning for and reacting to changes in our businesses, including possible acquisition opportunities; |
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| ● | we will need a substantial portion of our cash flow to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations, business opportunities and distributions to unitholders; |
| ● | our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our businesses; |
| ● | our debt level may limit our flexibility in responding to changing businesses and economic conditions; and |
| ● | our debt may increase our cost of borrowing. |
Our ability to service our indebtedness depends upon, among other things, our financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions, such as reducing or eliminating distributions, reducing or delaying our business activities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms or at all.
A significant increase in interest rates could adversely affect our ability to service our indebtedness.
The interest rates on our credit agreement are variable; therefore, we have exposure to movements in interest rates. A significant increase in interest rates could adversely affect our ability to service our indebtedness. The increased cost could make the financing of our business activities more expensive. These added expenses could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
We may not be able to obtain funding on acceptable terms or at all, which could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
Disruptions, volatility or otherwise distress in financial markets and overall economic conditions have in the past made and could in the future make it difficult to obtain funding. Activists concerned about the potential effects of climate change have, in certain instances, directed their attention at sources of funding for energy companies whose businesses are related to the use of fossil fuels. This could also make it more difficult to secure funding.
As a result, the cost of raising money in the debt and equity capital markets could increase while the availability of funds from those markets could diminish. The cost of obtaining money from the credit markets could increase as many lenders and institutional investors increase interest rates, enact tighter lending standards and reduce and, in some cases, cease to provide funding to certain types of borrowers.
In addition, we may be unable to obtain adequate funding under our credit agreement because (i) one or more of our lenders may be unable to meet its funding obligations or (ii) our borrowing base under our credit agreement, as redetermined from time to time, may decrease as a result of price fluctuations, counterparty risk, advance rates and borrowing base limitations and customer nonpayment or nonperformance.
Due to these factors, we cannot be certain that funding will be available if needed and to the extent required or requested on acceptable terms. If funding is not available when needed, or is available only on unfavorable terms, we may be unable to maintain our businesses as currently conducted, enhance our existing businesses, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
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Operating and financial restrictions and covenants in our credit agreement and the indentures governing our senior notes and borrowing base requirements in our credit agreement may restrict our business and financing activities.
The operating and financial restrictions and covenants in our credit agreement and the indentures governing our senior notes and any future financing agreements and borrowing base requirements in our credit agreement could restrict our ability to finance operations or capital needs or to engage, expand or pursue our business activities. For example, our credit agreement restricts our ability to:
| ● | grant liens; |
| ● | make certain loans or investments; |
| ● | incur additional indebtedness or guarantee other indebtedness; |
| ● | make any material change to the nature of our businesses or undergo a fundamental change; |
| ● | make any material dispositions; |
| ● | acquire another company; |
| ● | enter into a merger, consolidation, sale-leaseback transaction, joint venture transaction or purchase of assets; |
| ● | make distributions if any potential default or event of default occurs; or |
| ● | modify borrowing base components and advance rates. |
In addition, the indentures governing our senior notes limit our ability to, among other things:
| ● | incur additional indebtedness; |
| ● | make distributions to equity owners; |
| ● | make certain investments; |
| ● | restrict distributions by our subsidiaries; |
| ● | create liens; |
| ● | sell assets; or |
| ● | merge with other entities. |
In addition, our credit agreement requires us to comply with specified financial ratios and covenants and borrowing base limitations.
Our ability to comply with the covenants and restrictions and limitations contained in our credit agreement and indentures may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If market or other economic conditions deteriorate, our ability to comply with these covenants and restrictions may be impaired. If we violate any of the restrictions, covenants, ratios or tests in our credit agreement or indentures, a significant portion of our indebtedness may become immediately due and payable, and our lenders’ commitment to make further loans to us may terminate. We might not have, or be able to obtain, sufficient funds to make
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these accelerated payments. In addition, our obligations under our credit agreement are secured by substantially all of our assets, and if we are unable to repay our indebtedness under our credit agreement, the lenders could seek to foreclose on such assets.
Restrictions in our credit agreement and indentures limit our ability to pay distributions upon the occurrence of certain events.
Our credit agreement and indentures limit our ability to pay distributions upon the occurrence of certain events. For example, our credit agreement and the indentures limits our ability to pay distributions upon the occurrence of the following events, among others:
| ● | failure to pay any principal, interest, fees or other amounts when due; |
| ● | failure to perform or otherwise comply with the covenants in the credit agreement, the indentures or in other loan documents to which we are a borrower; and |
| ● | a bankruptcy or insolvency event involving us, our general partner or any of our subsidiaries. |
Any subsequent refinancing of our current debt or any new debt could have similar restrictions. For more information regarding our credit agreement and indentures, please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreement” and Note 9 of Notes to Consolidated Financial Statements.
We can borrow money under our credit agreement to pay distributions, which would reduce the amount of credit available to operate our businesses.
Our partnership agreement allows us to borrow under our credit agreement to pay distributions. Accordingly, we can make distributions on our units even though cash generated by our operations may not be sufficient to pay such distributions. For more information, please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 9 of Notes to Consolidated Financial Statements.
The enactment of derivatives legislation could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our businesses.
On July 21, 2010, new comprehensive financial reform legislation, known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), was enacted that establishes federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market. The Act requires the Commodity Futures Trading Commission (“CFTC”), the SEC and other regulators to promulgate rules and regulations implementing the new legislation.
The CFTC has designated certain interest rate swaps and credit default swaps for mandatory clearing and exchange trading. To the extent we engage in such transactions or transactions that become subject to such rules in the future, we will be required to comply or take steps to qualify for an exemption to such requirements. Although we expect to qualify for the end-user exception to the mandatory clearing requirements for swaps entered to hedge our commercial risks, the application of the mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging. If our swaps do not qualify for the commercial end-user exception, or the cost of entering into uncleared swaps becomes prohibitive, we may be required to clear such transactions. The ultimate effect of the rules and any additional regulations on our businesses is uncertain at this time.
In addition, the Act requires that regulators establish margin rules for uncleared swaps. Banking regulators and the CFTC have adopted final rules establishing minimum margin requirements for uncleared swaps. Although we expect to qualify for the end-user exception from such margin requirements for swaps entered into to hedge our commercial
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risks, the application of such requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging. If any of our swaps do not qualify for the commercial end-user exception, posting of initial or variation margin could impact our liquidity and reduce cash available for capital expenditures, therefore reducing our ability to execute hedges to reduce risk and protect cash flows.
The CFTC has finalized rules that place limits on positions in certain core futures and equivalent swaps contracts for, or linked to, certain physical commodities, subject to exceptions for certain bona fide hedging transactions. We currently do not expect such rules will have a material impact on us. The CFTC has also adopted a final rule regarding aggregation of positions, under which a party that controls the trading of, or owns 10% or more of the equity interests in, another party will have to aggregate the positions of the controlled or owned party with its own positions for purposes of determining compliance with position limits unless an exemption applies. The CFTC’s aggregation rules are now in effect, though CFTC staff have granted relief—until August 12, 2025 or the effective date of any codifying rulemaking—from various conditions and requirements in the final aggregation rules. With the implementation of the final aggregation rules and upon the effectiveness of the final CFTC position limits rule, our ability to execute our hedging strategies described above could be limited.
The full impact of the Act and related regulatory requirements upon our businesses will not be known until all of the related regulations are implemented. The Act and any new regulations could significantly increase the cost of derivative contracts (including from swap recordkeeping and reporting requirements and through requirements to post collateral which could adversely affect our available liquidity), materially alter the terms of derivative contracts, reduce the availability of some derivatives to protect against risks we encounter and reduce our ability to monetize or restructure our existing derivative contracts. If we reduce our use of derivatives as a result of the Act and regulations, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures. Any of these consequences could have material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
In addition, the European Union and other non-U.S. jurisdictions are implementing regulations with respect to the derivatives market. To the extent we transact with counterparties in foreign jurisdictions, we may become subject to such regulations.
Our risk management policies cannot eliminate all commodity risk, basis risk or the impact of unfavorable market conditions, each of which can adversely affect our financial condition, results of operations and cash available for distribution to our unitholders. In addition, any noncompliance with our risk management policies could result in significant financial losses.
While our hedging policies are designed to minimize commodity risk, some degree of exposure to unforeseen fluctuations in market conditions remains. For example, we change our hedged position daily in response to movements in our inventory. If we overestimate or underestimate our sales from inventory, we may be unhedged for the amount of the overestimate or underestimate. Also, significant increases in the costs of the products we sell can materially increase our costs to carry inventory. We use our credit facility as our primary source of financing to carry inventory and may be limited to the amounts we can borrow to carry inventory.
Basis risk is the inherent market price risk created when a commodity of certain grade or location is purchased, sold or exchanged as compared to a purchase, sale or exchange of a like commodity at a different time or place. Transportation costs and timing differentials are components of basis risk. For example, we use the NYMEX to hedge our commodity risk with respect to pricing of energy products traded on the NYMEX. Physical deliveries under NYMEX contracts are made in New York Harbor. To the extent we take deliveries in other ports, such as Boston Harbor, we may have basis risk. In a backward market (when prices for future deliveries are lower than current prices), basis risk is created with respect to timing. In these instances, physical inventory generally loses value as basis declines over time. Basis risk cannot be entirely eliminated, and basis exposure, particularly in backward or other adverse market conditions, can adversely affect our financial condition, results of operations and cash available for distribution to our unitholders.
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We monitor processes and procedures to prevent unauthorized trading and to maintain substantial balance between purchases and sales or future delivery obligations. We can provide no assurance, however, that these steps will detect and/or prevent all violations of such risk management policies and procedures, particularly if deception or other intentional misconduct is involved.
We are exposed to trade credit risk and risk associated with our trade credit support in the ordinary course of our business activities.
We are exposed to risks of loss in the event of nonperformance by our customers, by counterparties of our forward and futures contracts, options and swap agreements and by our suppliers. Some of our customers, counterparties and suppliers may be highly leveraged and subject to their own operating and regulatory risks. The tightening of credit in the financial markets may make it more difficult for customers and counterparties to obtain financing and, depending on the degree to which it occurs, there may be a material increase in the nonpayment and nonperformance of our customers and counterparties. Even if our credit review and analysis mechanisms work properly, we may experience financial losses in our dealings with other parties. Any increase in the nonpayment or nonperformance by our customers and/or counterparties and the nonperformance by our suppliers could reduce our ability to make distributions to our unitholders.
Additionally, our access to trade credit support could diminish and/or become more expensive. Our ability to continue to receive sufficient trade credit on commercially acceptable terms could be adversely affected by fluctuations in prices of petroleum products, renewable fuels and other products we sell or disruptions in the credit markets or for any other reason. Any of these events could adversely affect our financial condition, results of operations and cash available for distribution to our unitholders.
We are exposed to performance risk in our supply chain.
We rely upon our suppliers to timely produce the volumes and types of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for which they contract with us. In the event one or more of our suppliers does not perform in accordance with its contractual obligations, we may be required to purchase product on the open market to satisfy forward contracts we have entered into with our customers in reliance upon such supply arrangements. We may purchase refined petroleum products, gasoline blendstocks, renewable fuels and crude oil from a variety of suppliers under term contracts and on the spot market. In times of extreme market demand, we may be unable to satisfy our supply requirements. Furthermore, a portion of our supply comes from other countries, which could be disrupted by political events, natural disaster, logistical issues associated with delivery schedules or otherwise. In the event such supply becomes scarce, we may not be able to satisfy our supply requirements. If any of these events were to occur, we may be required to pay more for product that we purchase on the open market, which could result in financial losses and adversely affect our financial condition, results of operations and cash available for distribution to our unitholders.
Our gasoline, convenience store and prepared food sales could be significantly reduced by a reduction in demand due to higher prices and inflation in general and new technologies and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles and changing consumer preferences and driving habits.
Technological advances and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles, may adversely affect the demand for gasoline. We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulations which promote the use of alternative fuel sources. A number of new legal incentives and regulatory requirements, and executive initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive. Changing consumer preferences or driving habits could lead to new forms of fueling destinations or potentially fewer customer visits to our sites, resulting in a decrease in gasoline sales and/or sales of food, sundries and other on-site services. In addition, higher prices and inflation in general could reduce the demand for gasoline and the products and services we offer at our convenience stores and adversely impact our sales. A reduction in our sales could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
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Energy efficiency, higher prices, new technology and alternative fuels could reduce demand for our heating oil and residual oil.
Increased conservation and technological advances have adversely affected the demand for home heating oil and residual oil. Consumption of residual oil has steadily declined over the last several decades. We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulations further promoting the use of cleaner fuels. End users who are dual-fuel users have the ability to switch between residual oil and natural gas. Other end users may elect to convert to natural gas, electric heat pumps or other alternative fuels. During a period of increasing residual oil prices relative to the prices of natural gas, dual-fuel customers may switch and other end users may convert to natural gas. During periods of increasing home heating oil prices relative to the price of natural gas, residential users of home heating oil may also convert to natural gas, electric heat pumps or other alternative fuels. As described above, such switching or conversion could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
Erosion of the value of major gasoline brands could adversely affect our gasoline sales and customer traffic.
As a significant number of our retail gasoline stations and convenience stores are branded utilizing major gasoline brands, they may be dependent, in part, upon the continuing favorable reputation of such brands. Erosion of the value of major gasoline brands could have a negative impact on our gasoline sales, which in turn may cause our operations to be less profitable.
We depend upon marine, pipeline, rail and truck transportation services for a substantial portion of our logistics activities in transporting the petroleum products we purchase and sell. Disruption in any of these transportation services could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
Hurricanes, flooding and other severe weather conditions could cause a disruption in the transportation services we depend upon and could affect the flow of service. In addition, accidents, labor disputes between providers and their employees and labor renegotiations, including strikes, lockouts or a work stoppage, shortage of railcars, trucks and barges, mechanical difficulties or bottlenecks and disruptions in transportation logistics could also disrupt our business operations. These events could result in service disruptions and increased costs which could also adversely affect our financial condition, results of operations and cash available for distribution to our unitholders. Other disruptions, such as those due to an act of terrorism or war, could also adversely affect our businesses.
Changes in government usage mandates and tax credits could adversely affect the availability and pricing of ethanol and renewable fuels, which could negatively impact our sales.
The EPA has implemented a RFS pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007. The RFS program seeks to promote the incorporation of renewable fuels in the nation’s fuel supply and, to that end, sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into transportation fuels consumed in the United States. A RIN is assigned to each gallon of renewable fuel produced in or imported into the United States.
We are exposed to volatility in the market price of RINs. We cannot predict the future prices of RINs. RIN prices are dependent upon a variety of factors, including EPA regulations related to the amount of RINs required and the total amounts that can be generated, the availability of RINs for purchase, the price at which RINs can be purchased, and levels of transportation fuels produced, all of which can vary significantly from quarter to quarter. For more information, please read Part I, Items 1. and 2. “Business and Properties—Regulation—Ethanol Market.” If sufficient RINs are unavailable for purchase or if we have to pay a significantly higher price for RINs, or if we are otherwise unable to meet the EPA’s RFS mandates, our results of operations and cash flows could be adversely affected.
Future demand for ethanol will be largely dependent upon the economic incentives to blend based upon the relative value of gasoline and ethanol, taking into consideration the EPA’s regulations on the RFS program and oxygenate blending requirements. A reduction or waiver of the RFS mandate or oxygenate blending requirements could
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adversely affect the availability and pricing of ethanol, which in turn could adversely affect our future gasoline and ethanol sales. In addition, changes in blending requirements or broadening the definition of what constitutes a renewable fuel could affect the price of RINs which could impact the magnitude of the mark-to-market liability recorded for the deficiency, if any, in our RIN position relative to our RVO at a point in time. Future changes proposed by EPA for the renewable volume obligations may increase the cost to consumers for transportation fuel, which could result in a decline in demand for fuels and lower revenues for our business.
We may not be able to obtain state fund or insurance reimbursement of our environmental remediation costs.
Where releases of products, including, without limitation, refined petroleum products, gasoline blendstocks, renewable fuels and crude oil have occurred, federal and state laws and regulations require that contamination caused by such releases be assessed and remediated to meet applicable standards. Our obligation to remediate this type of contamination varies, depending upon applicable laws and regulations and the extent of, and the facts relating to, the release. A portion of the remediation costs for certain products may be recoverable from the reimbursement fund of the applicable state and/or from third party insurance after any deductible or self-insured retention has been met, but there are no assurances that such reimbursement funds or insurance proceeds will be available to us.
Potential exposure to products we handle at our facilities could subject us to product liability claims and complaints which could increase our litigation, operating and compliance costs and adversely affect our financial condition and results of operations.
We may be subject to complaints or litigation arising out of alleged contamination and/or exposure to chemicals or other regulated materials, such as various perfluorinated compounds, including perfluorooctanoate, perfluorooctane sulfonate, perfluorohexane sulfonate, or other per- and polyfluoroalkyl substances, benzene and/or petroleum hydrocarbons, at or from our facilities. Such complaints or litigation could have a negative impact on our businesses.
Future consumer or other litigation could adversely affect our financial condition and results of operations.
Our retail gasoline and convenience store operations are characterized by a high volume of customer traffic and by transactions involving an array of products. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, we may become a party to individual personal injury or products liability and other legal actions in the ordinary course of our retail gasoline and convenience store business. Any such action could adversely affect our financial condition and results of operations. Additionally, we are occasionally exposed to industry-wide or class action claims arising from the products we carry or industry-specific business practices. Our defense costs and any resulting damage awards or settlement amounts may not be fully covered by our insurance policies. An unfavorable outcome or settlement of one or more of these lawsuits could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
We may incur costs or liabilities as a result of litigation or adverse publicity resulting from concerns over food quality, health or other issues that could cause customers to avoid our convenience stores.
We may be the subject of complaints or litigation arising from food-related illness or injury in general which could have a negative impact on our businesses. Additionally, negative publicity, regardless of whether the allegations are valid, concerning food quality, food safety or other health concerns, employee relations or other matters related to our food preparation operations may materially adversely affect demand for our offerings and could result in a decrease in customer traffic to our convenience stores.
We depend upon a small number of suppliers for a substantial portion of our convenience store merchandise inventory. A disruption in supply or an unexpected change in our relationships with our principal merchandise suppliers could have an adverse effect on our convenience store results of operations.
We purchase convenience store merchandise inventory from a small number of suppliers for our directly operated convenience stores. A change of merchandise suppliers, a disruption in supply or a significant change in our
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relationships with our principal merchandise suppliers could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
Governmental action and campaigns to discourage smoking and use of other products may have a material adverse effect on our financial condition, results of operations, and cash available for distribution to our unitholders.
Congress has given the FDA broad authority to regulate tobacco and nicotine products, and the FDA, states and some municipalities have enacted and are pursuing enaction of numerous regulations restricting the sale of such products. These governmental actions, as well as national, state and municipal campaigns to discourage smoking, tax increases, and imposition of regulations restricting the sale of flavored tobacco products, e-cigarettes and vapor products, have and could result in reduced consumption levels, higher costs which we may not be able to pass on to our customers, and reduced overall customer traffic. Also, increasing regulations related to and restricting the sale of flavored tobacco products, e-cigarettes and vapor products may offset some of the gains we have experienced from selling these types of products. These factors could materially affect the sale of this product mix which in turn could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
Our financial condition, results of operations, and cash available for distribution to our unitholders may be adversely affected by global and national health concerns.
Global and national health concerns, such as the outbreak of a pandemic or contagious disease like COVID-19, may adversely affect us by reducing demand for our products. Such a health concern could result in people traveling less and avoiding public spaces, such as convenience stores and other locales where food and sundries are sold, either due to self-imposed or government-mandated restrictions to halt the spread of disease, thereby resulting in a decrease in the demand for our products, including gasoline and other refined petroleum products, and a decrease in sales of food, sundries and other on-site services. Such an event may impair our suppliers’ ability to provide the volumes and types of product and goods we sell. A disease outbreak could affect the health of our workforce or result in travel restrictions, in either case rendering employees unable to work or travel. While these factors and the impact of these factors are difficult to predict, any one or more of them could disrupt our business as we may be unable to continue business operations in a continuous manner consistent with the level and extent of business activities prior to the occurrence of an unexpected event or events, lower our revenues, increase our costs, or reduce our cash available for distribution to our unitholders.
New entrants or increased competition in the convenience store industry could result in reduced gross profits.
We compete with numerous other convenience store chains, independent convenience stores, supermarkets, drugstores, discount warehouse clubs, motor fuel service stations, mass merchants, quick service restaurants, other locales providing food services and other similar retail outlets. Several non-traditional retailers, including supermarkets and club stores, compete directly with convenience stores.
We face intense competition in our purchasing, selling, gathering, blending, terminalling, transporting and storage. Competition from other providers of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil that are able to supply our customers with those products and services at a lower price and have capital resources greater than ours could reduce our ability to make distributions to our unitholders.
We are subject to competition from distributors and suppliers of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil that may be able to supply our customers with the same or comparable products and gathering, blending, terminalling, transporting and storage services and logistics on a more competitive basis. We compete with terminal companies, major integrated oil companies and their marketing affiliates, wholesalers, producers and independent marketers of varying sizes, financial resources and experience. In our markets, we compete in various product lines and for all customers of those various products lines. In the residual oil markets, however, where product is heated when stored and cannot be delivered long distances, we face less competition because of the strategic locations of our residual oil storage facilities. We also compete with natural gas suppliers and marketers in our home heating oil and residual oil product lines. In various other geographic markets, particularly the unbranded gasoline and distillates markets, we compete with integrated refiners, merchant refiners and regional marketing companies. Our retail
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gasoline stations compete with unbranded and branded retail gas stations as well as supermarket and warehouse stores that sell gasoline.
Some of our competitors are substantially larger than us, have greater financial resources and control greater supplies of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil than we do. If we are unable to compete effectively, we may lose existing customers or fail to acquire new customers, which could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. For example, if a competitor attempts to increase market share by reducing prices, our operating results and cash available for distribution to our unitholders could be adversely affected. We may not be able to compete successfully with these companies, and our ability to compete could be harmed by factors including price competition and the availability of alternative and less expensive fuels.
We may not be able to renew or replace our leases or agreements for dedicated storage when they expire.
The bulk terminals we own or lease or at which we maintain dedicated storage facilities play a key role in moving product to our customers. As of December 31, 2023, we owned, operated and maintained dedicated storage facilities at 42 bulk terminals, leased the entirety of one bulk terminal that we operated exclusively for our businesses, and maintained dedicated storage at six bulk terminals at which we have terminalling agreements. These lease and terminalling agreements are subject to expiration at various times through 2028. If these lease and terminalling agreements are not renewed or we are unable to renew them at rates and on terms and conditions satisfactory us or we are otherwise unable to replace such dedicated storage as may be needed, it could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
We may not be able to lease sites we own or lease and/or sub-lease sites we lease with respect to the sale of gasoline and/or related activities on favorable terms and any such failure could adversely affect our financial condition, results of operations and cash available for distribution to our unitholders.
If we are unable to obtain tenants on favorable terms for sites we own or lease, the lease payments we receive may not be adequate to cover our rent expense for leased sites and/or may not be adequate to cover costs associated with ownership of that site. We may lease certain sites where the rent expense we pay is more than the lease payments we collect. We cannot provide any assurance that our gross margin from the sale of transportation fuels and related convenience store items at sites will be adequate to offset unfavorable lease terms. The occurrence of these events could adversely affect our financial condition, results of operations and cash available for distribution to our unitholders.
Some of our sales are generated pursuant to contracts that must be renegotiated or replaced periodically. If we are unable to successfully renegotiate or replace these contracts, our financial condition, results of operations and cash available for distribution to our unitholders could be adversely affected.
Most of our arrangements with our customers are renegotiated or replaced periodically. As these contracts expire, they must be renegotiated or replaced. We may be unable to renegotiate or replace these contracts when they expire, and the terms of any renegotiated contracts may not be as favorable as the contracts they replace. Whether these contracts are successfully renegotiated or replaced is often subject to factors beyond our control. Such factors include fluctuations in refined petroleum products, gasoline blendstocks, renewable fuels and crude oil prices, counterparty’s ability to pay for or accept contracted volumes and a competitive marketplace for the services and products offered by us. If we cannot successfully renegotiate or replace our contracts or if we renegotiate or replace them on less favorable terms, sales from these arrangements could decline, and our financial condition, results of operations and cash available for distribution to our unitholders could be adversely affected.
Due to our limited asset and geographic diversification, adverse developments in the terminals we use or in our operating areas would reduce our ability to make distributions to our unitholders.
We rely primarily on sales generated from products distributed from terminals we own or control or to which we have access. Furthermore, a substantial portion of our assets and operations are located throughout the Northeast. Due to our limited diversification in asset type and location, an adverse development in these businesses or areas, including
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adverse developments due to catastrophic events or weather and corresponding decreases in demand for refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane, could have a significantly greater impact on our results of operations and cash available for distribution to our unitholders than if we maintained more diverse assets and locations.
Our operations are subject to operational hazards and unforeseen interruptions for which we may not be adequately insured.
We are not fully insured against all risks incident to our businesses. Our operations are subject to operational hazards and unforeseen interruptions such as natural disasters, weather (including as the result of climate change), accidents, fires, explosions, hazardous materials releases, mechanical failures, disruptions in supply infrastructure or logistics and other events beyond our control. If any of these events were to occur, we could incur substantial losses because of personal injury or loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage resulting in curtailment or suspension of our related operations.
We primarily store gasoline and gasoline blendstocks, renewable fuels, crude oil and propane in underground and above ground storage tanks. Our operations are also subject to significant hazards and risks inherent in storing such products. These hazards and risks include fires, explosions, spills, discharges and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally-imposed fines or clean-up obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others.
Furthermore, we may be unable to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased and could escalate further. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we are not fully insured, it could have a material adverse effect on our financial condition, results of operations and cash available for distribution to unitholders.
Environmental laws and other industry-related regulations or environmental litigation could significantly impact our operations and/or increase our costs, which could adversely affect our results of operations and financial condition.
Our operations are subject to federal, state and municipal laws and regulations regulating, among other matters, logistics activities, product quality specifications and other environmental matters. The trend in environmental regulation has been towards more restrictions and limitations on activities that may affect the environment over time. For example, President Biden signed an executive order calling for new or more stringent emissions standards for new, modified and existing oil and gas facilities, and the EPA has finalized rules to that effect. Our businesses may be adversely affected by increased costs and liabilities resulting from such stricter laws and regulations. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance. There can be no assurances as to the timing and type of such changes in existing laws or the promulgation of new laws or the amount of any required expenditures associated therewith.
Risks related to our environmental permits, including the risk of noncompliance, permit interpretation, permit modification, renewal of permits on less favorable terms, judicial or administrative challenges to permits by citizens groups or federal, state or municipal entities or permit revocation are inherent in the operation of our businesses as it is with other companies engaged in similar businesses. We may not be able to renew the permits necessary for our operations, or we may be forced to accept terms in future permits that limit our operations or result in additional compliance costs.
Our terminalling operations are subject to federal, state and municipal laws and regulations relating to environmental protection and operational safety that could require us to incur substantial costs.
The risk of substantial environmental costs and liabilities is inherent in terminal operations, and we may incur substantial environmental costs and liabilities. Our terminalling operations involving the receipt, storage and delivery of primarily refined petroleum products, gasoline blendstocks, renewable fuels and crude oil are subject to stringent federal,
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state and municipal laws and regulations governing the discharge of materials into the environment, or otherwise relating to the protection of the environment, operational safety and related matters. Compliance with these laws and regulations increases our overall cost of business, including our capital costs to maintain and upgrade equipment and facilities. We utilize a number of terminals that are owned and operated by third parties who are also subject to these stringent federal, state and municipal environmental laws in their operations. Their compliance with these requirements could increase the cost of doing business with these facilities.
In addition, our operations could be adversely affected if shippers of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil incur additional costs or liabilities associated with regulations, including environmental regulations. These shippers could increase their charges to us or discontinue service altogether. Similarly, many of our suppliers face a trend of increasing environmental regulations, which could likewise restrict their ability to produce crude oil or fuels, or increase their costs of production, and thus impact the price of, and/or their ability to deliver, these products.
Various governmental authorities, including the EPA, have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including fines, injunctions or both. Joint and several liability may be incurred, without regard to fault or the legality of the original conduct, under federal and state environmental laws for the remediation of contaminated areas at our facilities and those where we do business. Private parties, including the owners of properties located near our terminal facilities and those with whom we do business, also may have the right to pursue legal actions against us to enforce compliance with environmental laws, as well as seek damages for personal injury or property damage. We may also be held liable for damages to natural resources. In recent years environmental interest groups have filed suit against companies in the energy industry related to climate change. Should such suits succeed, we could face additional compliance costs or litigation risks.
The possibility exists that new, stricter laws, regulations or enforcement policies could significantly increase our compliance costs and the cost of any remediation that may become necessary, some of which may be material. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage in the event an environmental claim is made against us. We may incur increased costs because of stricter pollution control requirements or liabilities resulting from noncompliance with, or renewal of required operating or other regulatory permits. New environmental regulations, such as those related to the emissions of GHGs, might adversely affect the market for our products and activities, including the storage of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil, as well as our waste management practices and our control of air emissions. Enactment of laws and passage of regulations regarding GHG emissions, or other actions to limit GHG emissions may reduce demand for fossil fuels and impact our businesses. Federal, state and municipal agencies also could impose additional safety regulations to which we would be subject. Because the laws and regulations applicable to our operations are subject to change, we cannot provide any assurance that compliance with future laws and regulations will not have a material effect on our results of operations.
Additionally, the construction of new terminals or the expansion of an existing terminal involves numerous regulatory, environmental, political and legal uncertainties, most of which are not in our control. Delays, litigation, local concerns and difficulty in obtaining approvals for projects requiring federal, state or municipal permits could impact our ability to build, expand and operate strategic facilities and infrastructure, which could adversely impact growth and operational efficiency. Please read Part I, Items 1. and 2. “Business and Properties—Regulation.”
Our assets and operations are subject to a series of risks arising from climate change.
The threat of climate change continues to attract considerable attention. In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, President Biden has made action on climate change a priority of his administration, which includes certain potential initiatives for climate change legislation to be proposed and passed into law. For example, on August 16, 2022, President Biden signed into law the IRA which contains hundreds of billions of dollars in incentives for the development of renewable energy, clean fuels, electric vehicles and supporting infrastructure, and carbon capture and sequestration, among other provisions. Moreover, federal regulators and state and local governments have taken (or announced that they plan to take) actions that have or may
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have a significant influence on our operations. For example, following the finding that GHG emissions such as carbon dioxide and methane threaten the public health and welfare, the EPA has promulgated or adopted regulations to regulate GHG emissions from certain large stationary sources, require the monitoring and reporting of GHG emissions from certain sources, implement emissions standards for certain sources in the oil and gas sector, and (together with NHTSA), implement GHG emissions limits on vehicles manufactured for operation in the United States. Separately, President Biden issued a suite of executive orders that, among other things, recommitted the United States to the Paris Agreement, called for the revision of Trump Administration changes to the CAFE standards, and called for the issuance of methane-emission standards for new, modified, and existing oil and gas facilities, including in the transmission and storage segments. Over the past three years, the EPA has proposed and finalized several federal regulations to try to fulfill these directives. In addition, it is possible federal legislation could be adopted in the future to restrict GHGs, as Congress has considered various proposals to reduce GHG emissions from time to time. Many states and regions have also adopted GHG initiatives.
Future international, federal and state initiatives to control GHG emissions could result in increased costs associated with refined petroleum products consumption, such as costs to install additional controls to reduce GHG emissions or costs to purchase emissions reduction credits to comply with future emissions trading programs. Such increased costs could result in reduced demand for refined petroleum products and some customers switching to alternative sources of fuel which could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
Climate change continues to attract considerable public and scientific attention. This attention has also resulted in increased political risks, including climate change related pledges made by certain candidates for public office. These have included promises to curtail oil and gas operations on federal land, such as through the cessation of leasing federal land for hydrocarbon development. During his time in office, President Biden has proposed several substantial actions on climate change including, among other things, proposing the increased use of zero-emission vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and increased emphasis on climate-related risk across governmental agencies and economic sectors. Other actions that could be pursued include more restrictive requirements for the development of midstream infrastructure. Additionally, litigation has been filed against companies in the energy industry related to climate change. Although the litigation is varied, many such suits allege that oil and gas companies have created public nuisances by producing fuels that contribute to climate change or allege that the companies have been aware of the adverse effects of climate change for some time but failed to adequately disclose those impacts to their investors and customers. Should such suits succeed, we could face additional costs or litigation risks.
Additionally, in response to concerns related to climate change, companies in the fossil fuel sector may be exposed to increasing financial risks. Certain financial institutions, including investment advisors and certain sovereign wealth, pension, and endowment funds, may elect in the future to shift some or all of their investment into non-fossil fuel related sectors. There is also a risk that financial institutions may be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. For example, in October 2023, the Federal Reserve, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp. released a finalized set of principles guiding financial institutions with $100 billion or more in assets on the management of physical and transition risks associated with climate change. Actions like this could make it more difficult to secure funding.
Separately, many scientists have concluded that increasing concentrations of GHG in the earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events. If any of those effects were to occur in areas where our facilities are located, they could have an adverse effect on our assets and operations. For further information, please read Part I, Items 1. and 2. “Business and Properties—Regulation—Climate Change.”
Increasing attention to, and social expectations on, companies to address climate change and other environmental and social impacts, investor and societal explanations regarding voluntary ESG disclosures, and increased consumer demand for alternative forms of energy may result in increased costs, reduced demand for our
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products, reduced profits, increased investigations and litigation, and negative impacts on our unit price and access to capital markets. Increasing attention to climate change and environmental conservation, for example, may result in demand shifts for our products and additional governmental investigations and private litigation against us. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation or contribution to the asserted damage, or other mitigating factors.
Additionally, we may receive pressure from investors, lenders, or other groups to adopt more aggressive climate or other ESG-related goals, but we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles. In March 2022, the SEC released a proposed rule that would establish a framework for the reporting of climate risks, targets, and metrics. As proposed, the SEC climate rule would impose burdensome and potentially costly emissions and other data gathering and reporting requirements on our operations, including, but not limited to, those related to risks to the physical impacts of climate change (i.e., flooding, water stress, extreme temperatures) on our assets and operations. To the extent the rule imposes additional reporting obligations, we could face increased costs. Separately, the SEC has announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege an issuer’s climate disclosures are misleading, deceptive or deficient. Such agency action could also increase the potential for private litigation. Relatedly, California has enacted new laws requiring additional disclosure with respect to certain climate-related risks and GHG emissions reduction claims. Non-compliance with these new laws may result in the imposition of substantial fines or penalties. Other states are considering similar laws. Any new laws or regulations imposing more stringent requirements on our business related to the disclosure of climate-related risks may result in reputation harms among certain stakeholders if they disagree with our approach to mitigating climate-related risks, increased compliance costs resulting from the development of any disclosures, and increased costs of and restrictions on access to capital to the extent we do not meet any climate-related expectations of requirements of financial institutions.
Relatedly, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to increased negative investor sentiment toward us or our customers and to the diversion of investment or other industries which could have a negative impact on our unit price and/ or our access to and costs of capital. Additionally, institutional lenders may decide not to provide funding for fossil fuel energy companies or the corresponding infrastructure projects based on climate change related concerns, which could affect our access to capital for potential growth projects. Moreover, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively or recruit or retain employees, which may adversely affect our operations.
Finally, public statements with respect to ESG matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits. For example, in March 2021, the SEC established the Climate and ESG Task Force in the Division of Enforcement to identify and address potential ESG-related misconduct, including greenwashing. Certain non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, goals, or standards were misleading, false, or otherwise deceptive. Moreover, the Federal Trade Commission in August 2022 indicated its intent to issue revised “Green Guides” which will likely address greenwashing risks arising from ESG-related matters. As a result, we may face increased litigation risks from private parties and governmental authorities related to our ESG efforts. In addition, any alleged claims of greenwashing against us or others in our industry may lead to further negative sentiment and diversion of investments. Additionally, we could face increasing costs as we attempt to comply with and navigate further regulatory focus and scrutiny.
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Our businesses involve the buying, selling, gathering, blending and shipping of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil by various modes of transportation, which involves risks of derailment, accidents and liabilities associated with cleanup and damages, as well as potential regulatory changes that may adversely impact our businesses, financial condition or results of operations.
Our operations involve the buying and selling, gathering and blending of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil and shipping it to various markets including on railcars that we lease. The derailments of trains transporting such products in North America have caused various regulatory agencies and industry organizations, as well as federal, state and municipal governments, to focus attention on transportation by rail of flammable materials. Additional measures have been taken in both the United States and Canada to regulate the transportation of these products. Please read Part I, Items 1. and 2. “Business and Properties—Regulation—Hazardous Materials Transportation.”
Any changes to the existing laws and regulations, or promulgation of new laws and regulations, including any voluntary measures by the rail industry, that result in new requirements for the design, construction or operation of tank cars, including those used to transport crude oil or other products, may require us to make expenditures to comply with new standards that are material to our operations, and, to the extent that new regulations require design changes or other modifications of tank cars, we may incur significant constraints on transportation capacity during the period while tank cars are being retrofitted or newly constructed to comply with the new regulations. We cannot assure that the totality of costs incurred to comply with any new standards and regulations and any impacts on our operations will not be material to our businesses, financial condition or results of operations. In addition, any derailment of railcars or other events related to products that we have purchased or are shipping may result in claims being brought against us that may involve significant liabilities. Although we believe that we are adequately insured against such events, we cannot assure you that our policies will cover the entirety of any damages that may arise from such an event.
We are subject to federal, state and municipal laws and regulations that govern the product quality specifications of the refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane we purchase, store, transport and sell.
Various federal, state and municipal government agencies have the authority to prescribe specific product quality specifications to the sale of commodities that we purchase, store, transport and sell. Changes in product quality specifications, such as reduced sulfur content in refined petroleum products, or other more stringent requirements for fuels, could reduce our ability to procure product and adversely impact related sales volume, require us to incur additional handling costs and/or require the expenditure of capital. For instance, different product specifications for different markets could require additional storage. If we are unable to procure product or recover these costs through increased sales, we may not be able to meet our financial obligations. Failure to comply with these regulations could also result in substantial penalties.
We are subject to federal, state and municipal environmental regulations which could have a material adverse effect on our retail operations business and results of operations.
Our retail operations are subject to extensive federal, state and municipal laws and regulations, including those relating to the protection of the environment, waste management, discharge of hazardous materials, pollution prevention, as well as laws and regulations relating to public safety and health. Certain of these laws and regulations may require assessment or remediation efforts. Retail operations with USTs are subject to federal and state regulations and legislation. Compliance with existing and future environmental laws regulating USTs may require significant capital expenditures and increased operating and maintenance costs. The operation of USTs also poses certain other risks, including damages associated with soil and groundwater contamination. Leaks from USTs which may occur at one or more of our gas stations may impact soil or groundwater and could result in fines or civil liability for us. We may be required to make material expenditures to modify operations, perform site cleanups or curtail operations.
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We are subject to federal, state and municipal non-environmental regulations which could have an adverse effect on our convenience store business and results of operations.
Our convenience store business is subject to extensive governmental laws and regulations that include legal restrictions on the sale of alcohol, tobacco and lottery products, food labelling, food preparation, safety and health requirements and public accessibility. Furthermore, state and local regulatory agencies have the power to approve, revoke, suspend, or deny applications for and renewals of permits and licenses relating to the sale of alcohol, tobacco and lottery products or to seek other remedies. A violation of or change in such laws and/or regulations could have an adverse effect on our convenience store business and results of operations.
Regulations related to wages also affect our businesses. Any increase in the statutory minimum wage would result in an increase in our labor costs and such cost increase could adversely affect our businesses, financial condition and results of operations.
Any terrorist attacks aimed at our facilities and any global and domestic economic repercussions from terrorist activities and the government’s response could adversely affect our financial condition, results of operations and cash available for distribution to our unitholders.
Since the September 11, 2001 terrorist attacks on the United States, the U.S. government has issued warnings that energy assets may be future targets of terrorist organizations. In addition to the threat of terrorist attacks, we face various other security threats, including cybersecurity threats to gain unauthorized access to sensitive information or systems or to render data or systems unusable; threats to the safety of our employees; threats to the security of our facilities, such as terminals and pipelines, and infrastructure or third-party facilities and infrastructure.
Although we utilize various procedures and controls to monitor these threats and mitigate our exposure to security threats, there can be no assurance that these procedures and controls will be sufficient in preventing such threats from materializing. If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities, essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations, or cash flows. Cybersecurity attacks in particular continue to evolve and include malicious software, attempts to gain unauthorized access to, or otherwise disrupt, pipeline control systems, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, including pipeline control systems, unauthorized release of confidential or otherwise protected information and corruption of data. These events could damage our reputation and lead to financial losses from remedial actions, loss of business or potential liability.
We incur costs for providing facility security and may incur additional costs in the future with respect to the receipt, storage and distribution of our products. Additional security measures could also restrict our ability to distribute refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane. Any future terrorist attack on our facilities, or those of our customers, could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
Terrorist activity could lead to increased volatility in prices for home heating oil, gasoline and other products we sell, which could decrease our customers’ demand for these products. Insurance carriers are required to offer coverage for terrorist activities as a result of federal legislation. We purchase this coverage with respect to our property and casualty insurance programs. This additional coverage resulted in additional insurance premiums which could increase further in the future.
Cybersecurity breaches and other disruptions could compromise our information and operations, and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, in our data centers and on our networks, we collect and store sensitive data including, without limitation, our proprietary business information and that of our customers, suppliers and business partners, information with respect to potential ventures and transactions, and personally identifiable information of our employees, customers and business partners. The secure storage, processing, maintenance and transmission of this
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information is critical to our operations and business strategy. Despite our security measures and those of our vendors and suppliers, our information technology and infrastructure may be vulnerable to ransomware, malware or other cyberattacks by hackers, employee error or malfeasance, natural disasters, power loss, telecommunication failures or other disruptions, or as a result of similar disruptions experienced by our business partners, suppliers and/or vendors. While there have been incidents of security breaches and unauthorized access to our information technologies, we have not experienced any material impact to our operations or business as a result of these attacks; however, other similar incidents could have a significant negative impact on our systems and operations. Any such cyberattack or breach or other disruption could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information or loss of access to information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption of our operations, damage to our reputation, and loss of confidence in our ability to supply our products and services or maintain the security of information we collect and store, which could adversely affect our business. In addition, as technologies evolve, cyberattacks become increasingly sophisticated, and the regulatory framework for data privacy and security worldwide continues to evolve and develop, we may incur significant costs to modify, upgrade or enhance our security measures and we may face difficulties in fully anticipating or implementing adequate security measures or new or revised mandated processes or in generally mitigating potential harm. Further, any actual or perceived failure to comply with any new or existing laws, regulations and other obligations could result in fines, penalties or other liability.
We are subject to various federal and state laws related to cybersecurity, privacy and data protection which can impact our operations and increase our costs.
We are subject to various federal and state laws related to cybersecurity, privacy and data protection, including privacy laws in Virginia and Connecticut which took effect during 2023. We monitor pending and proposed legislation and regulatory initiatives to ascertain their relevance to and potential impact on our business and develop strategies to address them, including any required change to our privacy and cybersecurity compliance program and policies. We see a trend toward privacy laws increasing in complexity and number, and we anticipate that our obligations will expand commensurately. Further, any actual or perceived failure to comply with any new or existing laws, regulations and other obligations could result in fines, penalties or other liability.
We depend on key personnel for the success of our businesses.
We depend on the services of our senior management team and other key personnel. The loss of the services of any member of senior management or key employee could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. We may not be able to locate or employ on acceptable terms qualified replacements for senior management or other key employees if their services were no longer available.
Certain executive officers of our general partner perform services for one of our affiliates pursuant to a services agreement. Please read Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence—Services Agreement.”
We depend on unionized labor for the operation of certain of our terminals. Any work stoppages or labor disturbances at these terminals could disrupt our businesses.
Any work stoppages or labor disturbances by our unionized labor force at facilities with an organized workforce could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. In addition, employees who are not currently represented by labor unions may seek representation in the future, and any renegotiation of collective bargaining agreements may result in terms that are less favorable to us.
We rely on our information technology systems, including cybersecurity, to manage numerous aspects of our businesses, and a disruption of these systems could adversely affect our businesses.
We depend on our information technology (“IT”) systems to manage numerous aspects of our businesses and to provide analytical information to management. Our IT systems are an essential component of our businesses and growth
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strategies, and a serious disruption to our IT systems could significantly limit our ability to manage and operate our businesses effectively. These systems are vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunication services, physical and electronic loss of data, cyber and other security breaches and computer viruses. While we believe we have adequate systems and controls in place, we are continuously working to install new, and upgrade existing, information technology systems and provide employee awareness around phishing, malware and other cyber risks in an effort to ensure that we are protected against cyber risks and security breaches. We have a disaster recovery plan in place, but this plan may not entirely prevent delays or other complications that could arise from an IT systems failure or disruption. Any failure or interruption in our IT systems could have a negative impact on our operating results, cause our businesses and competitive position to suffer and damage our reputation.
In the normal course of our businesses, we may obtain personal data, including credit card information. While we believe we have adequate cyber and other security controls over individually identifiable customer, employee and vendor data provided to us, a breakdown or a breach in our systems that results in the unauthorized release of individually identifiable customer or other sensitive data could nonetheless occur and have a material adverse effect on our reputation, operating results and financial condition.
If we fail to maintain an effective system of internal controls, then we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential unitholders could lose confidence in our financial reporting, which could harm our businesses and could adversely influence the trading price of our units.
Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If our efforts to maintain internal controls are not successful or if we are unable to maintain adequate controls over our financial processes and reporting in the future or if we are unable to comply with our obligations under Section 404 of the Sarbanes-Oxley Act of 2002, our operating results could be harmed or we may fail to meet our reporting obligations. Ineffective internal controls also could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our units.
Risks Related to our Structure
Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which could permit them to favor their own interests to the detriment of our unitholders.
As of February 22, 2024, affiliates of our general partner, including directors and executive officers and their affiliates, owned 19.1% of our common units and the entire general partner interest. Although our general partner has a fiduciary duty to manage us in a manner beneficial to us and our unitholders, the directors and officers of our general partner have a fiduciary duty to manage our general partner in a manner beneficial to its owners. Furthermore, certain directors and officers of our general partner are directors or officers of affiliates of our general partner. Conflicts of interest may arise between our general partner and its affiliates, on the one hand, and us and our unitholders, on the other hand. As a result of these conflicts, our general partner may favor its own interests and the interests of its affiliates over the interests of our unitholders. Please read “—Our partnership agreement limits our general partner’s fiduciary duties to unitholders and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.” These conflicts include, among others, the following situations:
| ● | Our general partner is allowed to take into account the interests of parties other than us, such as affiliates of its members, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders. |
| ● | Affiliates of our general partner may engage in competition with us under certain circumstances. Please read “—Certain members of the Slifka family and their affiliates may engage in activities that compete directly with us.” |
| ● | Neither our partnership agreement nor any other agreement requires owners of our general partner to pursue a business strategy that favors us. Directors and officers of our general partner’s owners have a |
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| fiduciary duty to make these decisions in the best interest of such owners which may be contrary to our interests. |
| ● | Some officers of our general partner who provide services to us devote time to affiliates of our general partner. |
| ● | Our general partner has limited its liability and reduced its fiduciary duties under the partnership agreement, while also restricting the remedies available to our unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty. As a result of purchasing common units, common unitholders consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law. Additionally, our partnership agreement provides that we, and the officers and directors of our general partner, do not owe any duties, including fiduciary duties, or have any liabilities to holders of our preferred units. |
| ● | Our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership securities and reserves, each of which can affect the amount of cash available for distribution to our unitholders. |
| ● | Our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces distributable cash flow, or a capital expenditure for acquisitions or capital improvements, which does not, and such determination can affect the amount of cash distributed to our unitholders. |
| ● | In some instances, our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions. |
| ● | Our general partner determines which costs incurred by it and its affiliates are reimbursable by us. |
| ● | Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf. |
| ● | Our general partner intends to limit its liability regarding our contractual and other obligations. |
| ● | Our general partner may exercise its limited right to call and purchase common units if it and its affiliates own more than 80% of the common units. |
| ● | Our general partner controls the enforcement of obligations owed to us by it and its affiliates. |
| ● | Our general partner decides whether to retain separate counsel, accountants or others to perform services for us. |
Please read Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence—Noncompetition.”
Our partnership agreement limits our general partner’s fiduciary duties to unitholders and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.
Our partnership agreement contains provisions that reduce the standards to which our general partner would otherwise be held by state fiduciary duty law. Our partnership agreement provides that we, and the officers and directors
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of our general partner, do not owe any duties, including fiduciary duties, or have any liabilities to holders of our preferred units. Additionally, our partnership agreement:
| ● | permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Examples include the exercise of its limited call right, its voting rights with respect to the units it owns, its registration rights and its determination whether or not to consent to any merger or consolidation of us; |
| ● | provides that our general partner shall not have any liability to us or our unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning it believed that the decision was in our best interests; |
| ● | generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and |
| ● | provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct. |
By purchasing a unit, a unitholder will become bound by the provisions of the partnership agreement, including the provisions described above.
Unitholders have limited voting rights and are not entitled to elect our general partner or its directors or remove our general partner without the consent of the holders of at least 66 2/3% of the outstanding common units (including common units held by our general partner and its affiliates), which could lower the trading price of our units.
Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our businesses and, therefore, limited ability to influence management’s decisions regarding our businesses. Unitholders have no right to elect our general partner or its board of directors on an annual or other continuing basis. The board of directors of our general partner is chosen entirely by its members and not by the unitholders. Furthermore, if the unitholders are dissatisfied with the performance of our general partner, they have limited ability to remove our general partner. The vote of the holders of at least 66 2/3% of all outstanding common units (including common units held by our general partner and its affiliates) is required to remove our general partner.
Although the holders of our preferred units are entitled to limited protective voting rights with respect to certain matters, our preferred units generally vote separately as a class along with any other series of parity securities that we may issue upon which like voting rights have been conferred and are exercisable. As a result, the voting rights of holders of our preferred units may be significantly diluted, and the holders of such other series of parity securities that we may issue may be able to control or significantly influence the outcome of any vote.
As a result of these limitations, the prices at which our common units and our preferred units trade could diminish because of the absence or reduction of a takeover premium in the trading price.
We may issue additional units without unitholder approval, which would dilute unitholders’ ownership interests.
Except in the case of the issuance of units that rank equal to or senior to our preferred units, we may issue an unlimited number of limited partner interests of any type without the approval of our unitholders. We are allowed to
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issue additional preferred units and parity securities without any vote of the holders of our preferred units, except where the cumulative distributions on our preferred units or any parity securities are in arrears.
The issuance by us of additional common units or other equity securities of equal or senior rank will have the following effects:
| ● | our unitholders’ proportionate ownership interest in us will decrease; |
| ● | the amount of cash available for distribution on each unit may decrease; |
| ● | the relative voting strength of each previously outstanding unit may be diminished; and |
| ● | the market price of the units may decline. |
We are prohibited from paying distributions on our common units if distributions on our preferred units are in arrears.
The holders of our preferred units are entitled to certain rights that are senior to the rights of holders of our common units, such as rights to distributions and rights upon liquidation of the Partnership. If we do not pay the required distributions on our preferred units, we will be unable to pay distributions on our common units. Additionally, because distributions to our preferred units are cumulative, we will have to pay all unpaid accumulated preferred distributions before we can pay any distributions to our common unitholders. Also, because distributions to our common unitholders are not cumulative, if we do not pay distributions on our common units with respect to any quarter, our common unitholders will not be entitled to receive distributions covering any prior periods if we later commence paying distributions on our common units. The preferences and privileges of our preferred units could adversely affect the market price for our common units, or could make it more difficult for us to sell our common units in the future.
Our preferred units are subordinated to our existing and future debt obligations and could be diluted by the issuance of additional units, including additional preferred units, and by other transactions.
Our preferred units are subordinated to all of our existing and future indebtedness. The payment of principal and interest on our debt reduces cash available for distribution to our limited partners, including the holders of our preferred units. The issuance of additional units on parity with or senior to our preferred units (including additional preferred units) would dilute the interests of the holders of our preferred units, and any issuance of equal or senior ranking securities or additional indebtedness could affect our ability to pay distributions on, redeem or pay the liquidation preference on our preferred units.
We cannot assure that we will be able to pay distributions on our preferred units regularly, and the agreements governing our indebtedness and redemptions of some or all of our preferred units may limit the cash available to make distributions on our preferred units.
Pursuant to our partnership agreement, we distribute all of our “available cash” each quarter to our limited partners. Our partnership agreement defines “Available Cash” to generally mean, for each fiscal quarter, all cash and cash equivalents on hand on the date of determination of available cash with respect to such quarter, less the amount of any cash reserves established by our general partner to:
| ● | provide for the proper conduct of our businesses; |
| ● | comply with applicable law or the terms of any of our debt instruments or other agreements; or |
| ● | provide funds for distributions to holders of our common units and preferred units for any one or more of the next four quarters. |
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As a result, we do not expect to accumulate significant amounts of cash. Depending on the timing and amount of our cash distributions, these distributions could significantly reduce the cash available to us in subsequent periods to make distributions on our preferred units.
Further, our existing debt agreements and redemptions of some or all of our preferred units also may limit our ability to pay distributions on our preferred units.
Change of control conversion rights may make it more difficult for a party to acquire us or discourage a party from acquiring us.
The change of control conversion feature of our preferred units may have the effect of discouraging a third party from making an acquisition proposal for us or of delaying, deferring or preventing certain of our change of control transactions under circumstances that otherwise could provide the holders of our common units and preferred units with the opportunity to realize a premium over the then-current market price of such equity securities or that unitholders may otherwise believe is in their best interests.
The market price of our common units could be adversely affected by sales of substantial amounts of our common units, including sales by our existing unitholders.
A substantial number of our securities may be sold in the future either pursuant to Rule 144 under the Securities Act or pursuant to a registration statement filed with the SEC. Rule 144 under the Securities Act provides that after a holding period of six months, non-affiliates may resell restricted securities of reporting companies, provided that current public information for the reporting company is available. After a holding period of one year, non-affiliates may resell without restriction, and affiliates may resell in compliance with the volume, current public information and manner of sale requirements of Rule 144. Pursuant to our partnership agreement, members of the Slifka family have registration rights with respect to the common units owned by them.
Sales by any of our existing unitholders of a substantial number of our common units, or the perception that such sales might occur, could have a material adverse effect on the price of our common units or could impair our ability to obtain capital through an offering of equity securities.
An increase in interest rates may cause the market price of our units to decline.
Like all equity investments, an investment in our common units is subject to certain risks. In exchange for accepting these risks, investors may expect to receive a higher rate of return than would otherwise be obtainable from lower-risk investments. Accordingly, as interest rates rise, the ability of investors to obtain higher risk-adjusted rates of return by purchasing government-backed debt securities may cause a corresponding decline in demand for riskier investments generally, including yield-based equity investments such as publicly-traded limited partnership interests. Reduced demand for our common units resulting from investors seeking other more favorable investment opportunities may cause the trading price of our common units to decline.
One of the factors that influences the price of our preferred units is the distribution yield on our preferred units (as a percentage of the price of our preferred units) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of our preferred units to expect a higher distribution yield, and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution to our limited partners, including the holders of our preferred units. Accordingly, higher market interest rates could cause the market price of our preferred units to decrease.
In addition, as of August 15, 2023, our Series A preferred units have a floating distribution rate set each quarterly distribution period at a percentage of the $25.00 liquidation preference equal to (i) an annual floating rate of a substitute or successor base rate that the calculation agent determines to be the most comparable to the three-month LIBOR (ii) plus a spread of 6.774% per annum. For the successor base rate comparable to the three-month LIBOR, the calculation agent has selected the industry-accepted substitute which is the 3-month CME Term SOFR plus the applicable tenor spread of 0.26161%.
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The per annum distribution rate that is determined on the relevant determination date will apply to the entire quarterly distribution period following such determination date even if LIBOR (or an alternative rate, as applicable) increases during that period. As a result, the holders of our Series A preferred units will be subject to risks associated with fluctuation in interest rates and the possibility that holders will receive distributions that are lower than expected. We have no control over a number of factors, including economic, financial and political events, that impact market fluctuations in interest rates, which have in the past and may in the future experience volatility.
Our general partner has a limited call right that may require unitholders to sell their common units at an undesirable time or price.
If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than their then-current market price. As a result, unitholders may be required to sell their common units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of their units. Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon exercise of the limited call right. There is no restriction in our partnership agreement that prevents our general partner from issuing additional common units and exercising its call right. If our general partner exercises its limited call right, the effect would be to take us private and, if the units were subsequently deregistered, we would no longer be subject to the reporting requirements of the Securities Exchange Act of 1934.
Our partnership agreement restricts the voting rights of unitholders owning 20% or more of any class of our units.
Our partnership agreement restricts unitholders’ voting rights by providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than our general partner, its affiliates, their transferees and persons who acquired such units with the prior approval of the board of directors of our general partner, cannot vote on any matter. Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.
Cost reimbursements due to our general partner and its affiliates will reduce cash available for distribution to our unitholders.
Prior to making any distribution on the common units, we reimburse our general partner and its affiliates for all expenses they incur on our behalf, which is determined by our general partner in its sole discretion. These expenses include all costs incurred by the general partner and its affiliates in managing and operating us, including costs for rendering corporate staff and support services to us. We are managed and operated by directors and executive officers of our general partner. In addition, the majority of our operating personnel are employees of our general partner. Please read Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence.” The reimbursement of expenses and payment of fees, if any, to our general partner and its affiliates could adversely affect our ability to pay cash distributions to our unitholders.
Unitholders may not have limited liability if a court finds that unitholder action constitutes control of our businesses.
A general partner of a partnership generally has unlimited liability for the obligations of the partnership, except for those contractual obligations of the partnership that are expressly made without recourse to the general partner. Our partnership is organized under Delaware law, and we conduct business in a number of other states. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some of the other states in which we do business. A unitholder could be liable for our obligations as if he were a general partner if:
| ● | a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or |
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| ● | a unitholder’s right to act with other unitholders to remove or replace the general partner, approve some amendments to our partnership agreement or take other actions under our partnership agreement constitute “control” of our businesses. |
Unitholders may have liability to repay distributions.
Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Delaware law, we may not make a distribution to unitholders if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that for a period of three years from the date of the impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. Purchasers of units who become limited partners are liable for the obligations of the transferring limited partner to make contributions to us that are known to the purchaser of units at the time it became a limited partner and for unknown obligations if the liabilities could be determined from the partnership agreement. Liabilities to partners on account of their partnership interests and liabilities that are non-recourse to us are not counted for purposes of determining whether a distribution is permitted.
The control of our general partner may be transferred to a third party without unitholder consent.
Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders. Furthermore, there is no restriction in the partnership agreement on the ability of the members of our general partner from transferring their respective membership interests in our general partner to a third party. The new members of our general partner would then be in a position to replace the board of directors and officers of our general partner with their own choices and control the decisions taken by the board of directors and officers of our general partner.
Certain members of the Slifka family and their affiliates may engage in activities that compete directly with us.
Mr. Richard Slifka and his affiliates (other than us) are subject to noncompetition provisions in the omnibus agreement and business opportunity agreement. In addition, Mr. Eric Slifka’s employment agreement contains noncompetition provisions. These agreements do not prohibit Messrs. Richard Slifka and Eric Slifka and certain affiliates of our general partner from owning certain assets or engaging in certain businesses that compete directly or indirectly with us. Please read Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence—Noncompetition.”
Tax Risks
Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes and not being subject to a material amount of entity-level taxation. If the Internal Revenue Service, or IRS, were to treat us as a corporation for U.S. federal income tax purposes, or we become subject to entity level taxation for state tax purposes, our cash available for distribution to our unitholders would be substantially reduced.
The anticipated after-tax economic benefit of an investment in our common units depends largely on our being treated as a partnership for U.S. federal income tax purposes.
Despite the fact that we are organized as a limited partnership under Delaware law, we would be treated as a corporation for U.S. federal income tax purposes unless we satisfy a “qualifying income” requirement. Based upon our current operations and current Treasury Regulations, we believe we satisfy the qualifying income requirement. However, no ruling has been or will be requested regarding our treatment as a partnership for U.S. federal income tax purposes. Failing to meet the qualifying income requirement or a change in current law could cause us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to taxation as an entity.
If we were treated as a corporation for U.S. federal income tax purposes, we would pay U.S. federal income tax on our taxable income at the corporate tax rate. Distributions to our unitholders would generally be taxed again as corporate distributions, and no income, gains, losses or deductions would flow through to our unitholders. Because a tax
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would be imposed upon us as a corporation, our cash available for distribution to our unitholders would be substantially reduced. Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.
Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwise subjects us to additional amounts of entity level taxation for U.S. federal, state, municipal or foreign income tax purposes, the minimum quarterly distribution amount and the target distribution amounts may be adjusted to reflect the impact of that law or interpretation on us. At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms of taxation. We currently own assets and conduct business in several states that impose a margin or franchise tax. In the future, we may expand our operations. Imposition of a similar tax on us in other jurisdictions that we may expand to could substantially reduce our cash available for distribution to our unitholders.
The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes or differing interpretations thereof, possibly applied on a retroactive basis.
The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our units, may be modified by administrative, legislative or judicial changes or differing interpretations thereof at any time. From time to time, members of Congress have proposed and considered substantive changes to the existing U.S. federal income tax laws that would affect publicly traded partnerships, including proposals that would eliminate our ability to qualify for partnership tax treatment. Recent proposals have provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances and other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment. Further, while unitholders of publicly traded partnerships are, subject to certain limitations, entitled to a deduction equal to 20% of their allocable share of a publicly traded partnership’s “qualified business income,” this deduction is scheduled to expire with respect to taxable years beginning after December 31, 2025.
In addition, the Treasury Department has issued, and in the future may issue, regulations interpreting those laws that affect publicly traded partnerships. There can be no assurance that there will not be further changes to U.S. federal income tax laws or the Treasury Department’s interpretation of the qualifying income rules in a manner that could impact our ability to qualify as a partnership in the future.
Any modification to the U.S. federal income tax laws or interpretations thereof may be applied retroactively and could make it more difficult or impossible for us to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. We are unable to predict whether any changes or other proposals will ultimately be enacted. In addition, there can be no assurance that there will not be any legislative, judicial or administrative changes in tax law generally that would negatively impact the value of an investment in our units. You are urged to consult with your own tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals in tax law generally and their potential effect on your investment in our units.
We have subsidiaries that are treated as corporations for U.S. federal income tax purposes and subject to corporate-level income taxes.
As of December 31, 2023, we conducted substantially all of our operations of our end-user business through six subsidiaries that are treated as corporations for U.S. federal income tax purposes. These corporations primarily engage in the retail sale of gasoline and/or operate convenience stores and collect rents on personal property leased to dealers and commissioned agents at other stations. We may elect to conduct additional operations through these corporate subsidiaries in the future. These corporate subsidiaries are subject to corporate-level taxes, which reduce the cash available for distribution to us and, in turn, to our unitholders. If the IRS were to successfully assert that these corporations have more tax liability than we anticipate or legislation were enacted that increased the corporate tax rate, our cash available for distribution to our unitholders would be further reduced.
If the IRS were to contest the U.S. federal income tax positions we take, it may adversely impact the market for our
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units, and the costs of any such contest would reduce our cash available for distribution to our unitholders.
We have not requested a ruling from the IRS with respect to our treatment as a partnership for U.S. federal income tax purposes. The IRS may adopt positions that differ from the positions we take. It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we take. A court may not agree with some or all of the positions we take. Any contest with the IRS may materially and adversely impact the market for our units and the price at which they trade. Moreover, the costs of any contest between us and the IRS will result in a reduction in our cash available for distribution to our unitholders and thus will be borne indirectly by our unitholders.
If the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced and our current and former unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such unitholders’ behalf.
Pursuant to the Bipartisan Budget Act of 2015, if the IRS makes an audit adjustment to our income tax return, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us. To the extent possible under these rules, our general partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the IRS or, if we are eligible, issue a revised information statement to each unitholder and former unitholder with respect to an audited and adjusted return. Although our general partner may elect to have our unitholders and former unitholders take such audit adjustment into account and pay any resulting taxes (including applicable penalties or interest) in accordance with their interests in us during the tax year under audit, there can be no assurance that such election will be practical, permissible or effective in all circumstances. As a result, our current unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such unitholders did not own units in us during the tax year under audit. If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and interest, our cash available for distribution to our unitholders might be substantially reduced and our current and former unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such unitholders’ behalf. These rules are not applicable for tax years beginning on or prior to December 31, 2017.
Even if our common unitholders do not receive any cash distributions from us, they will be required to pay taxes on their share of our taxable income.
Because common unitholders are treated as partners to whom we allocate taxable income, which could be different in amount than the cash we distribute, common unitholders are required to pay any U.S. federal income taxes and, in some cases, state and local income taxes on their share of our taxable income even if they do not receive any cash distributions from us. For example, if we sell assets and use the proceeds to repay existing debt or fund capital expenditures, you may be allocated taxable income and gain resulting from the sale and our cash available for distribution would not increase. Similarly, taking advantage of opportunities to reduce our existing debt, such as debt exchanges, debt repurchases, or modifications of our existing debt could result in “cancellation of indebtedness income” being allocated to our common unitholders as taxable income without any increase in our cash available for distribution. Our common unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the tax liability that results from that income.
Tax gain or loss on the disposition of our common units could be more or less than expected.
If a unitholder sells common units, the unitholder will recognize a gain or loss equal to the difference between the amount realized and that unitholder’s tax basis in those common units. Because distributions in excess of a common unitholder’s allocable share of our net taxable income decrease such unitholder’s tax basis in its common units, the amount, if any, of such prior excess distributions with respect to the common units a unitholder sells will, in effect, become taxable income to a unitholder if it sells such units at a price greater than its tax basis in those units, even if the price such unitholder receives is less than its original cost. In addition, because the amount realized includes a unitholder’s share of our nonrecourse liabilities, if a unitholder sells its common units, the unitholder may incur a tax liability in excess of the amount of cash received from the sale.
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A substantial portion of the amount realized from a unitholder’s sale of our common units, whether or not representing gain, may be taxed as ordinary income to such unitholder due to potential recapture items, including depreciation recapture. Thus, a common unitholder may recognize both ordinary income and capital loss from the sale of units if the amount realized on a sale of such units is less than such unitholder’s adjusted basis in the common units. Net capital loss may only offset capital gains and, in the case of individuals, up to $3,000 of ordinary income per year. In the taxable period in which a unitholder sells its common units, such unitholder may recognize ordinary income from our allocations of income and gain to such unitholder prior to the sale and from recapture items that generally cannot be offset by any capital loss recognized upon the sale of units.
Common unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.
In general, we are entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or business during our taxable year. However, our deduction for “business interest” is limited to the sum of our business interest income and 30% of our “adjusted taxable income.” For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income.
If our “business interest” is subject to limitation under these rules, our unitholders will be limited in their ability to deduct their share of any interest expense that has been allocated to them. As a result, common unitholders may be subject to limitation on their ability to deduct interest expense incurred by us which could negatively impact the value of an investment in our common units. You are urged to consult with your own tax advisor with respect to this potential limitation on the deductibility of interest expense and its impact on your investment in our common units.
Tax-exempt entities face unique tax issues from owning our common units that may result in adverse tax consequences to them.
Investment in our common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as IRAs) raises issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from U.S. federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. Additionally, all or part of any gain recognized by such tax-exempt organization upon a sale or other disposition of our units may be unrelated business taxable income and may be taxable to them. Tax-exempt entities should consult a tax advisor before investing in our common units.
Non-U.S. Unitholders will be subject to U.S. taxes and withholding with respect to their income and gain from owning our units.
Non-U.S. unitholders are generally taxed and subject to income tax filing requirements by the United States on income effectively connected with a U.S. trade or business. Income allocated to our common unitholders and any gain from the sale of our units will generally be considered to be “effectively connected” with a U.S. trade or business. As a result, distributions to a non-U.S. common unitholder will be subject to withholding at the highest applicable effective tax rate and a non-U.S. unitholder who sells or otherwise disposes of a unit will also be subject to U.S. federal income tax on the gain realized from the sale or disposition of that unit. In addition to the withholding tax imposed on distributions of effectively connected income, distributions to a non-U.S. unitholder will also be subject to a 10% withholding tax on the amount of any distribution in excess of our cumulative net income. As we do not compute our cumulative net income for such purposes due to the complexity of the calculation and lack of clarity in how it would apply to us, we intend to treat all of our distributions as being in excess of our cumulative net income for such purposes and subject to such 10% withholding tax. Accordingly, distributions to a non-U.S. unitholder will be subject to a combined withholding tax rate equal to the sum of the highest applicable effective tax rate and 10%.
Moreover, the transferee of an interest in a partnership that is engaged in a U.S. trade or business is generally required to withhold 10% of the “amount realized” by the transferor unless the transferor certifies that it is not a foreign person. While the determination of a partner’s “amount realized” generally includes any decrease of a partner’s share of the partnership’s liabilities, the Treasury regulations provide that the “amount realized” on a transfer of an interest in a publicly traded partnership, such as our units, will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without regard to any decrease in that
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partner’s share of a publicly traded partnership’s liabilities. For a transfer of interests in a publicly traded partnership that is effected through a broker, the obligation to withhold is imposed on the transferor’s broker. Current and prospective non-U.S. unitholders should consult their tax advisors regarding the impact of these rules on an investment in our units.
We treat each purchaser of our common units as having the same tax benefits without regard to the common units actually purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units.
Because we cannot match transferors and transferees of common units, we have adopted certain methods for allocating depreciation and amortization deductions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to the use of these methods could adversely affect the amount of tax benefits available to our unitholders. It also could affect the timing of these tax benefits or the amount of gain from any sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to a unitholder’s tax returns.
We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.
We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month (the “Allocation Date”), instead of on the basis of the date a particular common unit is transferred. Similarly, we generally allocate (i) certain deductions for depreciation of capital additions, (ii) gain or loss realized on a sale or other disposition of our assets, and (iii) in the discretion of the general partner, any other extraordinary item of income, gain, loss or deduction based upon ownership on the Allocation Date. Treasury Regulations allow a similar monthly simplifying convention, but such regulations do not specifically authorize all aspects of our proration method. If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.
A unitholder whose units are the subject of a securities loan (e.g., a loan to a “short seller” to cover a short sale of units) may be considered to have disposed of those units. If so, such unitholder would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.
Because there are no specific rules governing the U.S. federal income tax consequences of loaning a partnership interest, a unitholder whose units are the subject of a securities loan may be considered to have disposed of the loaned units. In that case, the unitholder may no longer be treated for tax purposes as a partner with respect to those units during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan, any of our income, gain, loss or deduction with respect to those units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those units could be fully taxable as ordinary income. Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a securities loan are urged to consult a tax advisor to determine whether it is advisable to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units.
We have adopted certain valuation methodologies in determining a unitholder’s allocations of income, gain, loss and deduction. The IRS may challenge these methodologies or the resulting allocations, which could adversely affect the value of our common units.
In determining the items of income, gain, loss and deduction allocable to our unitholders, we must routinely determine the fair market value of our assets. Although we may, from time to time, consult with professional appraisers regarding valuation matters, we make many fair market value estimates using a methodology based on the market value of our common units as a means to measure the fair market value of our assets. The IRS may challenge these valuation
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methods and the resulting allocations of income, gain, loss and deduction.
A successful IRS challenge to these methods or allocations could adversely affect the timing or amount of taxable income or loss being allocated to our unitholders. It also could affect the amount of gain recognized from the sale of our common units, have a negative impact on the value of our common units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions.
Unitholders may be subject to state and local taxes and return filing requirements in jurisdictions where they do not live as a result of investing in our units.
In addition to U.S. federal income taxes, our unitholders may be subject to other taxes, including foreign, state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we conduct business or own property now or in the future, even if they do not live in any of those jurisdictions. Our unitholders will likely be required to file foreign, state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions. Further, our unitholders may be subject to penalties for failure to comply with those requirements.
We currently own assets and conduct business in several states, some of which impose a personal income tax on individuals, corporations and other entities. As we make acquisitions or expand our businesses, we may own assets or conduct business in additional states that impose a personal income tax. It is our unitholders’ responsibility to file all U.S. federal, state, municipal and non-U.S. tax returns and pay any taxes due in these jurisdictions. Unitholders should consult with their own tax advisors regarding the filing of such tax returns, the payment of such taxes, and the deductibility of any taxes paid.
The treatment of income attributable to distributions on our preferred units as guaranteed payments for the use of capital creates a different tax treatment for the holders of our preferred units than the holders of our common units and such distributions are not eligible for the 20% deduction for qualified business income.
The tax treatment of distributions on our preferred units is uncertain. We will treat each of the holders of our preferred units as partners for tax purposes and will treat income attributable to distributions on our preferred units as a guaranteed payment for the use of capital that will generally be taxable to each of the holders of our preferred units as ordinary income. Holders of our preferred units will recognize taxable income from the accrual of such income (even in the absence of a contemporaneous cash distribution). Otherwise, except in the case of our liquidation, the holders of our preferred units are generally not anticipated to share in our items of income, gain, loss or deduction, nor will we allocate any share of our nonrecourse liabilities to the holders of our preferred units. If distributions on our preferred units were treated as payments on indebtedness for tax purposes, rather than as guaranteed payments for the use of capital, the distributions likely would be treated as payments of interest by us to each of the holders of our preferred units.
Although we expect that much of the income we earn is generally eligible for the 20% deduction for qualified business income for taxable years beginning before December 31, 2025, the Treasury Regulations provide that income attributable to a guaranteed payment for the use of capital is not eligible for the 20% deduction for qualified publicly traded partnership income. As a result, income attributable to a guaranteed payment for use of capital recognized by holders of our preferred units is not eligible for the 20% deduction for qualified business income.
A holder of our preferred units will be required to recognize gain or loss on a sale of preferred units equal to the difference between the amount realized by such holder and such holder’s tax basis in the preferred units sold. The amount realized generally will equal the sum of the cash and the fair market value of other property such holder receives in exchange for such preferred units. Subject to general rules requiring a blended basis among multiple partnership interests, the tax basis of a preferred unit will generally equal the sum of the cash and the fair market value of other property paid by the holder of such preferred unit to acquire such preferred unit. Gain or loss recognized by a holder of preferred units on the sale or exchange of a preferred unit held for more than one year generally will be taxable as long-term capital gain or loss. Because holders of our preferred units will generally not be allocated a share of our items of depreciation, depletion or amortization, it is not anticipated that such holders will be required to recharacterize any
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portion of their gain as ordinary income as a result of the recapture rules.
Investment in our preferred units by tax-exempt investors, such as employee benefit plans and individual retirement accounts, and non-United States persons raises issues unique to them. The treatment of guaranteed payments for the use of capital to tax-exempt investors is not certain and the income resulting from such payments may be treated as unrelated business taxable income for U.S. federal income tax purposes. Distributions to non-United States holders of our preferred units will be subject to withholding taxes. If the amount of withholding exceeds the amount of U.S. federal income tax actually due, non-United States holders of our preferred units may be required to file U.S. federal income tax returns in order to seek a refund of such excess.
All holders of our preferred units are urged to consult a tax advisor with respect to the consequences of owning our preferred units.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Risk Management and Strategy
In the ordinary course of our business, we collect and store sensitive data including, without limitation, our proprietary business information and that of our customers, suppliers and business partners, information with respect to potential ventures and transactions, and personally identifiable information of our employees, customers and business partners. Our business is dependent upon our computer systems, devices, software and networks (operational and information technology) to collect, process and store the data necessary to conduct almost all aspects of our business. We are committed to protecting the confidentiality and integrity of, and access to, our information technology and other business systems, and the personal information of our employees and customers and business data managed, stored and processed on such systems.
With the goal of protecting against and managing cybersecurity threats, we have a cybersecurity risk management program designed to assess, identify, manage and mitigate cybersecurity threats that could adversely and materially affect our business.
We have sought to align our cybersecurity risk management program with our business strategy and integrate our cybersecurity risk management program into our overall risk management strategy and policies and throughout our operations. Our cybersecurity risk management program is comprised of technical and administrative controls, processes, policies and procedures based on applicable laws and industry standards and guided by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework.
As part of our cybersecurity risk management program, we undertake ongoing cyber risk assessments as part of our efforts to detect, evaluate and respond to potential cybersecurity threats, including regular testing by our internal cyber operations team. We also engage third-party cybersecurity consultants to provide cybersecurity audits, targeted attack testing, cybersecurity threat intelligence and cybersecurity incident response services. We have also implemented a threat hunting program designed to seek out and identify potential cybersecurity threats in our systems. We require all employees and contractors to participate in cybersecurity training designed to enhance their understanding of cyber threats and their ability to identify and escalate potential incidents. Our vulnerability management program is designed to identify, assess, and remediate cybersecurity threats in our systems, such as through penetration testing.
We require all of our third-party information technology vendors to undergo evaluations by our internal data privacy and data security team as part of our efforts to assess, document and mitigate potential cybersecurity threats associated with our use of such vendors and the software, applications and services they provide. In addition, we have implemented measures designed to address the risks associated with the use of industrial control systems to help
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maintain the reliability and safety of our operations. Our information technology and operational technology disaster recovery program is designed to help maintain the continuity of critical business operations in the event of a disruptive cybersecurity incident through procedures for data recovery, system restoration, and business resumption.
We also have implemented an incident response plan that is designed to facilitate our response to cybersecurity incidents and escalation of cybersecurity incidents deemed to have a moderate or higher business impact, even if immaterial to us, to our executive officers, other members of our senior management team and other internal stakeholders. This plan is designed to provide our executive officers and other members of our senior management team with the information needed to assess the materiality of a cybersecurity incident and the need for public disclosure. The incident response plan is tested annually to assess its operational effectiveness. We conduct an annual “tabletop” exercise during which we simulate cybersecurity incidents to help us prepare to respond to a cybersecurity incident and to identify areas for potential improvement. These exercises are conducted in close coordination with members of our internal cybersecurity risk management team, our retained cybersecurity incident response consultants, outside cybersecurity counsel and internal technical, operations, insurance risk management, internal audit and legal personnel, as well as certain executive officers and members of the senior management team.
Governance
We have an internal cybersecurity risk management team consisting of our cybersecurity operations team, cybersecurity engineering team and data privacy and data security team, all reporting to our Chief Information Security Officer (“CISO”). This team is responsible for overseeing cybersecurity threats and assessing and managing material risks from cybersecurity threats.
With over two decades of cybersecurity and information security experience, our CISO leads our cybersecurity risk management team and holds certifications including CISSP, CISA, CISM, and CRISC. Leveraging their cybersecurity experience, knowledge of our company and leadership, our CISO plays an important role in both the strategic development and tactical execution of our cybersecurity risk management program. Our CISO reports to the Chief Information Officer (“CIO”) and regularly consults with our Chief Legal Officer (“CLO”) and other members of the legal team, as well as outside cybersecurity counsel, for strategic and operational input on risk management and compliance with applicable cybersecurity laws and regulations.
We have a management-level cybersecurity committee that has primary responsibility for our overall cybersecurity risk management program and oversees our internal cybersecurity personnel and retained external cybersecurity consultants. The cybersecurity committee includes our Chief Financial Officer, CIO) CLO and our Director of Internal Audit. Our CISO meets with the members of the cybersecurity committee regularly, together with other members of the internal cybersecurity risk management team, to provide updates on cybersecurity issues and risk management activities related to preventing, detecting and mitigating cybersecurity incidents.
Our cybersecurity committee monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents. Our cybersecurity committee also consults with internal and external cybersecurity personnel and threat intelligence, obtains other information from governmental, public or private sources, and communicates with senior management about cybersecurity threats and resources for managing them.
Our Board of Directors (the “Board”) oversees our cybersecurity risk management activities. At least annually, the CISO, CIO and certain other members of the cybersecurity committee report to the Board on the state of our cybersecurity risk program and current and emerging cybersecurity risks. The Board’s Audit Committee has been delegated strategic oversight of our cybersecurity risk management program and the work of the cybersecurity committee and is responsible for providing feedback regarding the cybersecurity risk program, as needed. Any cybersecurity incident deemed to have a moderate or higher business risk is also reported to the Board.
Impacts from Cybersecurity Threats
As of the date of this report, though we and our service providers have been subject to certain cybersecurity incidents, we are not aware of any previous cybersecurity threats that have materially affected or are reasonably likely to
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materially affect us. However, we acknowledge that cybersecurity threats are continually evolving, and the possibility of future cybersecurity incidents remains. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our information technology systems could have significant consequences to the business. See “Item 1A, Risk Factors,” for additional information about the risks to our business associated with a breach or compromise to our information technology systems.
Item 3. Legal Proceedings.
The information required by this item is included in Note 25 of Notes to Consolidated Financial Statements and is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information and Holders
Our common units trade on the New York Stock Exchange (“NYSE”) under the symbol “GLP.” At the close of business on February 22, 2024, based upon information received from our transfer agent, we had 32 holders of record of our common units. The number of record holders does not include common units held in street name.
Distributions of Available Cash
Common Units and General Partner Interest
We intend 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. Our credit agreement prohibits us 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 our outstanding senior notes and our partnership agreement also limit our ability to make distributions to our common unitholders in certain circumstances.
Within 45 days after the end of each quarter, we will distribute all of our Available Cash (as defined in our partnership agreement) to common unitholders of record on the applicable record date. The amount of Available Cash is all cash on hand on the date of determination of Available Cash for the quarter, less the amount of cash reserves established by our general partner to provide for the proper conduct of our businesses, to comply with applicable law, any of our debt instruments or other agreements, or to provide funds for distributions to unitholders and our general partner for any one or more of the next four quarters.
We 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 we distribute 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 incentive distribution rights, the general partner is entitled to incentive distributions if the amount we distribute 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 | % |
Series A Preferred Units
On August 7, 2018, we issued 2,760,000 Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests (the “Series A Preferred Units”) at a price of $25.00 per Series A Preferred Unit.
Distributions on the Series A Preferred Units are cumulative from August 7, 2018, the original issue date of the Series A Preferred Units, and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each
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year (each, a “Series A Distribution Payment Date”), commencing on November 15, 2018, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series A Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. Distributions on the Series A Preferred Units will be paid out of Available Cash with respect to the quarter immediately preceding the applicable Series A Distribution Payment Date.
No distribution may be declared or paid or set apart for payment on any junior securities (other than a distribution payable solely in junior securities) unless full cumulative distributions have been or contemporaneously are being paid or provided for on all outstanding Series A Preferred Units and any parity securities through the most recent respective distribution periods.
The initial distribution rate for the Series A Preferred Units from and including the original issue date, but excluding, August 15, 2023 was 9.75% per annum of the $25.00 liquidation preference per unit. On and after August 15, 2023, distributions on the Series A Preferred Units accumulate for each distribution period at a percentage of the $25.00 liquidation preference equal to (i) an annual floating rate of a substitute or successor base rate that a calculation agent determines to be the most comparable to the three-month LIBOR plus (ii) a spread of 6.774% per annum. For the successor base rate comparable to the three-month LIBOR, a calculation agent selected the industry-accepted substitute which is the 3-month CME Term SOFR plus the applicable tenor spread of 0.26161% per annum.
We may redeem, at our option and at any time, in whole or in part, the Series A Preferred Units at a redemption price in cash of $25.00 per Series A Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. We must provide not less than 30 days’ and not more than 60 days’ advance written notice of any such redemption.
Series B Preferred Units
On March 24, 2021, we issued 3,000,000 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in us (the “Series B Preferred Units”) at a price of $25.00 per Series B Preferred Unit.
Distributions on the Series B Preferred Units are cumulative from March 24, 2021, the original issue date of the Series B Original Issue Date 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.
No distribution may be declared or paid or set apart for payment on any junior securities (other than a distribution payable solely in junior securities) unless full cumulative distributions have been or contemporaneously are being paid or provided for on all outstanding Series B Preferred Units and any parity securities through the most recent respective distribution periods.
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, we may redeem, in whole or in part, the Series B Preferred Units at a redemption price in cash of $25.00 per Series B Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. We must provide not less than 30 days’ and not more than 60 days’ advance written notice of any such redemption.
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Equity Compensation Plan
The equity compensation plan information required by Item 201(d) of Regulation S-K in response to this item is incorporated by reference from Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Equity Compensation Plan Table.”
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
|
|
|
| Maximum Number (or |
| ||||
Total Number of | Approximate Dollar |
| |||||||
Units Purchased as | Value) of Units That May |
| |||||||
Total Number | Average | Part of Publicly | Yet Be Purchased |
| |||||
Of Units | Price Paid | Announced Plans or | Under the Plans or |
| |||||
Period | Purchased | Per Unit($) | Programs (1) | Programs (1) |
| ||||
October 1—October 31, 2023 |
| — |
| — |
| — |
| — | |
November 1—November 30, 2023 |
| 75,000 |
| 33.90 |
| — |
| 224,187 | |
December 1—December 31, 2023 |
| 8,000 |
| 37.78 |
| — |
| 216,187 |
| (1) | In May 2009, the board of directors of our general partner authorized the repurchase of our common units for the purpose of meeting our general partner’s anticipated obligations to deliver common units under the Long-Term Incentive Plan (“LTIP”) and meeting the general partner’s obligations under existing employment agreements and other employment related obligations of the general partner. Since the repurchase program was implemented and through December 31, 2023, our general partner repurchased 1,221,240 common units pursuant to this repurchase program. As of February 28, 2024, our general partner is authorized to acquire up to 216,187 of our common units in the aggregate over an extended period of time, consistent with the general partner’s obligations under the LTIP and employment agreements. Common units may be repurchased from time to time in open market transactions, including block purchases, or in privately negotiated transactions. Such authorized unit repurchases may be modified, suspended or terminated at any time, and are subject to price, economic and market conditions, applicable legal requirements and available liquidity. |
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of financial condition and results of operations of Global Partners LP should be read in conjunction with the historical consolidated financial statements of Global Partners LP and the notes thereto included elsewhere in this report.
This section generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022.
We account for our investment in Spring Partners Retail LLC (“SPR”) as an equity method investment. Under this method with regard to SPR, our share of income and losses is included in the income from equity method investments in the accompanying consolidated statement of operations of Global Partners LP, and our investment balance in the joint venture is included in equity method investments in the accompanying consolidated balance sheet of Global Partners LP. See Note 17 of Notes to Consolidated Financial Statements. Except as otherwise specifically indicated, the information and discussion and analysis in this section does not otherwise take into account the financial condition and results of operations of SPR.
Overview
We are a master limited partnership formed in March 2005. We own, control or have access to a large terminal network of refined petroleum products and renewable fuels—with strategic rail and/or marine assets—spanning from Maine to Florida and into the U.S. Gulf states. We are 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 December 31, 2023, we had a portfolio of 1,627 owned, leased and/or supplied gasoline stations, including 341 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our unconsolidated affiliate, SPR. We are 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. We engage 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.
Collectively, we sold approximately $15.9 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the year ended December 31, 2023. In addition, we had other revenues of approximately $0.6 billion for the year ended December 31, 2023 from convenience store and prepared food sales at our directly operated stores, rental income from dealer leased and commissioned agent leased gasoline stations and from cobranding arrangements, and sundries.
We base our pricing on spot prices, fixed prices or indexed prices and routinely use the New York Mercantile Exchange (“NYMEX”), Chicago Mercantile Exchange (“CME”) and Intercontinental Exchange (“ICE”) or other counterparties to hedge the risk inherent in buying and selling commodities. Through the use of regulated exchanges or derivatives, we seek to maintain a position that is substantially balanced between purchased volumes and sales volumes or future delivery obligations.
2024 Events
Credit Agreement Facility Reallocation and Accordion Reduction—On February 5, 2024, we and the lenders under our credit agreement agreed, pursuant to the terms of our 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. After giving effect to the reallocation and the accordion reduction, the working capital revolving credit facility is $950.0 million and the revolving credit facility is $600.0 million, for a total commitment of
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$1.55 billion, effective February 8, 2024. This reallocation and accordion reduction return our credit facilities to the terms in place prior to the reallocation and accordion exercise previously agreed to by us and the lenders on December 7, 2023. Please read “—Liquidity and Capital Resources—Credit Agreement.”
2032 Notes Offering—On January 18, 2024, we and GLP Finance Corp. (the “Issuers”) issued $450.0 million aggregate principal amount of 8.250% senior notes due 2032 (the “2032 Notes”) that are guaranteed by certain of our subsidiaries in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). We used the net proceeds from the offering to repay a portion of the borrowings outstanding under our credit agreement and for general corporate purposes. Please read “—Liquidity and Capital Resources—Senior Notes.”
Pending Acquisition of Terminals from Gulf Oil—On December 15, 2022, we entered into a purchase agreement with Gulf Oil Limited Partnership (“Gulf”) pursuant to which we were to acquire five refined-products terminals located in New Haven, CT, Thorofare, NJ, Portland, ME, Linden, NJ and Chelsea, MA for approximately $273.0 million in cash. On February 23, 2024, we entered into an amended and restated purchase agreement with Gulf in response to concerns raised by the Federal Trade Commission and the State Attorney General of Maine, pursuant to which (a) the refined-products terminal located in Portland, ME was removed from the transaction and (b) the purchase price was reduced to $212.3 million, subject to certain customary adjustments. We expect to finance the transaction with borrowings under our revolving credit facility. We continue to work through the process of obtaining regulatory approvals and other customary closing conditions.
2023 Events
Acquisition of Terminals from Motiva Enterprises LLC—On December 21, 2023, we acquired 25 refined product terminals and related assets from Motiva Enterprises LLC (“Motiva”) which are located along the Atlantic Coast, in the Southeast and in Texas (the “Terminal Facilities”), pursuant to an Asset Purchase Agreement dated November 8, 2023. The Terminal Facilities have an aggregate shell capacity of approximately 8.4 million barrels. The transaction is underpinned by a 25-year take-or-pay throughput agreement with Motiva that includes minimum annual revenue commitments. The purchase price was approximately $313.2 million, including inventory. We financed the transaction with borrowings under our revolving credit facility. See Note 3 of Notes to Consolidated Financial Statements.
Investment in Real Estate—On October 23, 2023, we, through our wholly owned subsidiary, Global Everett Landco, LLC, entered into a Limited Liability 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, we agreed to invest up to $30.0 million for an initial 30% ownership interest in the joint venture. See Note 17 of Notes to Consolidated Financial Statements.
Expansion of Retail Operations into Texas—In June 2023, SPR, a joint venture between us and ExxonMobil Corporation (“ExxonMobil”), acquired a portfolio of 64 Houston-area convenience and fueling facilities from Landmark Industries, LLC and its related entities. SPR was formed for the purpose of engaging in the business of operating retail locations in Texas and such other states as may be approved by SPR’s board of directors. We hold a 49.99% ownership interest in SPR and ExxonMobil holds the remaining 50.01% ownership interest. SPR is managed by a two-person board of directors, one of whom is designated by us. The day-to-day activities of SPR are operated by SPR Operator LLC, one of our wholly owned subsidiaries. See Note 17 of Notes to Consolidated Financial Statements.
Amendments to the Credit Agreement and Accordion Exercise and Facility Reallocation—On February 2, 2023, we entered into the eighth amendment to the third amended and restated credit agreement which, among other things, permits us to request up to two reallocations per calendar year of the lending commitments among the facilities under our credit agreement. On May 2, 2023, we entered into the ninth amendment to third amended and restated credit agreement and joinder which, among other things, increased the applicable revolver rate by 25 basis points on borrowings under the revolving credit facility and extended the maturity date from May 6, 2024 to May 2, 2026. On
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December 7, 2023, pursuant to the terms of our credit agreement, we exercised a portion of the accordion feature and increased the aggregate working capital revolving commitments by $200.0 million for a period not to exceed 364 days. Also on December 7, 2023, pursuant to the terms of our credit agreement, we reallocated $300.0 million of the working capital revolving credit facility to the revolving credit facility. After giving effect to such reallocation, the working capital revolving credit facility was $850.0 million and the revolving credit facility was $900.0 million. Please read “—Liquidity and Capital Resources—Credit Agreement.”
Operating Segments
We purchase refined petroleum products, gasoline blendstocks, renewable fuels and crude oil primarily from domestic and foreign refiners and ethanol producers, crude oil producers, major and independent oil companies and trading companies. We operate our businesses under three segments: (i) Wholesale, (ii) Gasoline Distribution and Station Operations (“GDSO”) and (iii) Commercial.
Wholesale
In our Wholesale segment, we engage in the logistics of selling, gathering, blending, storing and transporting refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane. We transport these products by railcars, barges, trucks and/or pipelines pursuant to spot or long-term contracts. We sell home heating oil, branded and unbranded gasoline and gasoline blendstocks, diesel, kerosene and residual oil to home heating oil and propane retailers and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline, distillates and propane at bulk terminals and inland storage facilities that we own or control or at which we have throughput or exchange arrangements. Ethanol is shipped primarily by rail and by barge.
Gasoline Distribution and Station Operations
In our GDSO segment, gasoline distribution includes sales of branded and unbranded gasoline to gasoline station operators and sub-jobbers. Station operations include (i) convenience store and prepared food sales, (ii) rental income from gasoline stations leased to dealers, from commissioned agents and from cobranding arrangements and (iii) sundries (such as car wash sales and lottery and ATM commissions).
As of December 31, 2023, we had a portfolio of owned, leased and/or supplied gasoline stations, primarily in the Northeast, that consisted of the following:
Company operated (1) |
| 341 | |
Commissioned agents |
| 302 | |
Lessee dealers |
| 182 | |
Contract dealers |
| 802 | |
Total |
| 1,627 |
| (1) | Excludes 64 sites operated by our joint venture, SPR (see Note 17 of Notes to Consolidated Financial Statements). |
At our company-operated stores, we operate the gasoline stations and convenience stores with our employees, and we set the retail price of gasoline at the station. At commissioned agent locations, we own the gasoline inventory, and we set the retail price of gasoline at the station and pay the commissioned agent a fee related to the gallons sold. We receive rental income from commissioned agent leased gasoline stations for the leasing of the convenience store premises, repair bays and/or other businesses that may be conducted by the commissioned agent. At dealer-leased locations, the dealer purchases gasoline from us, and the dealer sets the retail price of gasoline at the dealer’s station. We also receive rental income from (i) dealer-leased gasoline stations and (ii) cobranding arrangements. We also supply gasoline to locations owned and/or leased by independent contract dealers. Additionally, we have contractual relationships with distributors in certain New England states pursuant to which we source and supply these distributors’ gasoline stations with Exxon- or Mobil-branded gasoline.
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Commercial
In our Commercial segment, we include sales and deliveries to end user customers in the public sector and to large commercial and industrial end users of unbranded gasoline, home heating oil, diesel, kerosene, residual oil and bunker fuel. In the case of public sector commercial and industrial end user customers, we sell products primarily either through a competitive bidding process or through contracts of various terms. We respond to publicly issued requests for product proposals and quotes. We generally arrange for the delivery of the product to the customer’s designated location. Our Commercial segment also includes sales of custom blended fuels delivered by barges or from a terminal dock to ships through bunkering activity.
Seasonality
Due to the nature of our businesses and our reliance, in part, on consumer travel and spending patterns, we 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 we operate, increasing the demand for gasoline. Therefore, our volumes in gasoline are typically higher in the second and third quarters of the calendar year. As demand for some of our 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 our quarterly operating results.
Outlook
This section identifies certain risks and certain economic or industry-wide factors that may affect our financial performance and results of operations in the future, both in the short-term and in the long-term. Our results of operations and financial condition depend, in part, upon the following:
| ● | Our businesses are influenced by the overall markets for refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane and increases and/or decreases in the prices of these products may adversely impact our financial condition, results of operations and cash available for distribution to our unitholders and the amount of borrowing available for working capital under our credit agreement. Results from our purchasing, storing, terminalling, transporting, selling and blending operations are influenced by prices for refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane, price volatility and the market for such products. Prices in the overall markets for these products may affect our financial condition, results of operations and cash available for distribution to our unitholders. Our margins can be significantly impacted by the forward product pricing curve, often referred to as the futures market. We typically hedge our exposure to petroleum product and renewable fuel price moves with futures contracts and, to a lesser extent, swaps. In markets where future prices are higher than current prices, referred to as contango, we may use our storage capacity to improve our margins by storing products we have purchased at lower prices in the current market for delivery to customers at higher prices in the future. In markets where future prices are lower than current prices, referred to as backwardation, inventories can depreciate in value and hedging costs are more expensive. For this reason, in these backward markets, we attempt to reduce our inventories in order to minimize these effects. Our inventory management is dependent on the use of hedging instruments which are managed based on the structure of the forward pricing curve. Daily market changes may impact periodic results due to the point-in-time valuation of these positions. Volatility in petroleum markets may impact our results. When prices for the products we sell rise, some of our customers may have insufficient credit to purchase supply from us at their historical purchase volumes, and their customers, in turn, may adopt conservation measures which reduce consumption, thereby reducing demand for product. Furthermore, when prices increase rapidly and dramatically, we may be unable to promptly pass our additional costs on to our customers, resulting in lower margins which could adversely affect our results of operations. Higher prices for the products we sell may (1) diminish our access to trade credit support and/or cause it to become more expensive and (2) decrease the amount of borrowings available for working capital under our credit agreement as a result of total available commitments, borrowing base limitations and advance rates thereunder. When prices for |
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| the products we sell decline, our exposure to risk of loss in the event of nonperformance by our customers of our forward contracts may be increased as they and/or their customers may breach their contracts and purchase the products we sell at the then lower market price from a competitor. |
| ● | We commit substantial resources to pursuing acquisitions and expending capital for growth projects, although there is no certainty that we will successfully complete any acquisitions or growth projects or receive the economic results we anticipate from completed acquisitions or growth projects. We are continuously engaged in discussions with potential sellers and lessors of existing (or suitable for development) terminalling, storage, logistics and/or marketing assets, including gasoline stations, convenience stores and related businesses, and also consider organic growth projects. Our growth largely depends on our ability to make accretive acquisitions and/or accretive development projects. We may be unable to execute such accretive transactions for a number of reasons, including the following: (1) we are unable to identify attractive transaction candidates or negotiate acceptable terms; (2) we are unable to obtain financing for such transactions on economically acceptable terms; or (3) we are outbid by competitors. Many of these transactions involve numerous regulatory, environmental, commercial and legal uncertainties beyond our control, which may materially alter the expected return associated with the underlying transaction. We may consummate transactions that we believe will be accretive but that ultimately may not be accretive. |
| ● | We may not be able to realize expected returns or other anticipated benefits associated with our joint ventures. We are currently involved in two joint ventures. We may not always be in complete alignment with our unaffiliated joint venture counterparties due to, for example, conflicting strategic objectives, change in control, change in market conditions or applicable laws, or other events. We may disagree on governance matters with respect to the respective joint venture or the jointly-owned assets and may be outvoted by our respective joint venture counterparty. Our joint venture arrangements may also require us to expend additional resources that could otherwise be directed to other areas of our business. As a result of such challenges, the anticipated benefits associated with our joint ventures may not be achieved and could negatively impact our results of operations. |
| ● | The condition of credit markets may adversely affect our liquidity. In the past, world financial markets experienced a severe reduction in the availability of credit. Possible negative impacts in the future could include a decrease in the availability of borrowings under our credit agreement, increased counterparty credit risk on our derivatives contracts and our contractual counterparties could require us to provide collateral. In addition, we could experience a tightening of trade credit from our suppliers. |
| ● | We depend upon marine, pipeline, rail and truck transportation services for a substantial portion of our logistics activities in transporting the petroleum products we purchase and sell. Disruption in any of these transportation services could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. Hurricanes, flooding and other severe weather conditions could cause a disruption in the transportation services we depend upon and could affect the flow of service. In addition, accidents, labor disputes between providers and their employees and labor renegotiations, including strikes, lockouts or a work stoppage, shortage of railcars, trucks and barges, mechanical difficulties or bottlenecks and disruptions in transportation logistics could also disrupt our business operations. These events could result in service disruptions and increased costs which could also adversely affect our financial condition, results of operations and cash available for distribution to our unitholders. Other disruptions, such as those due to an act of terrorism or war, could also adversely affect our businesses. |
| ● | We have contractual obligations for certain transportation assets such as barges and railcars. A decline in demand for the products we sell could result in a decrease in the utilization of our transportation assets. Certain costs associated with our contractual obligations for certain transportation assets are fixed and do not vary with volumes transported. Should we experience a reduction in our logistics activities, costs associated with our contractual obligations for related transportation assets may not decrease ratably or at |
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| all. As a result, our financial condition, results of operations and cash available for distribution to our unitholders may be negatively impacted. |
| ● | Our gasoline financial results in our GDSO segment can be lower in the first and fourth quarters of the calendar year due to seasonal fluctuations in demand. Due to the nature of our businesses and our reliance, in part, on consumer travel and spending patterns, we 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 we operate, increasing the demand for gasoline. Therefore, our results of operations in gasoline can be lower in the first and fourth quarters of the calendar year. |
| ● | Our heating oil and residual oil financial results can be lower in the second and third quarters of the calendar year. Demand for some refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally higher during November through March than during April through October. We obtain a significant portion of these sales during the winter months. |
| ● | Warmer weather conditions could adversely affect our results of operations and financial condition. Weather conditions generally have an impact on the demand for both home heating oil and residual oil. Because we supply distributors whose customers depend on home heating oil and residual oil for space heating purposes during the winter, warmer-than-normal temperatures during the first and fourth calendar quarters can decrease the total volume we sell and the gross profit realized on those sales. |
| ● | Our gasoline, convenience store and prepared food sales could be significantly reduced by a reduction in demand due to higher prices and inflation in general and new technologies and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles and changing consumer preferences and driving habits. Technological advances and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles, may adversely affect the demand for gasoline. We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulations which promote the use of alternative fuel sources. A number of new legal incentives and regulatory requirements, and executive initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive. Changing consumer preferences or driving habits could lead to new forms of fueling destinations or potentially fewer customer visits to our sites, resulting in a decrease in gasoline sales and/or sales of food, sundries and other on-site services. In addition, higher prices and inflation in general could reduce the demand for gasoline and the products and services we offer at our convenience stores and adversely impact our sales. A reduction in our sales could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. |
| ● | Energy efficiency, higher prices, new technology and alternative fuels could reduce demand for our heating oil and residual oil. Increased conservation and technological advances have adversely affected the demand for home heating oil and residual oil. Consumption of residual oil has steadily declined over the last several decades. We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulations further promoting the use of cleaner fuels. End users who are dual-fuel users have the ability to switch between residual oil and natural gas. Other end users may elect to convert to natural gas, electric heat pumps or other alternative fuels. During a period of increasing residual oil prices relative to the prices of natural gas, dual-fuel customers may switch and other end users may convert to natural gas. During periods of increasing home heating oil prices relative to the price of natural gas, residential users of home heating oil may also convert to natural gas, electric heat pumps or other alternative fuels. As described above, such switching or conversion could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. |
| ● | Changes in government usage mandates and tax credits could adversely affect the availability and pricing of ethanol and renewable fuels, which could negatively impact our sales. The EPA has implemented a |
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| RFS pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007. The RFS program seeks to promote the incorporation of renewable fuels in the nation’s fuel supply and, to that end, sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into transportation fuels consumed in the United States. A RIN is assigned to each gallon of renewable fuel produced in or imported into the United States. We are exposed to volatility in the market price of RINs. We cannot predict the future prices of RINs. RIN prices are dependent upon a variety of factors, including EPA regulations related to the amount of RINs required and the total amounts that can be generated, the availability of RINs for purchase, the price at which RINs can be purchased, and levels of transportation fuels produced, all of which can vary significantly from quarter to quarter. If sufficient RINs are unavailable for purchase or if we have to pay a significantly higher price for RINs, or if we are otherwise unable to meet the EPA’s RFS mandates, our results of operations and cash flows could be adversely affected. Future demand for ethanol will be largely dependent upon the economic incentives to blend based upon the relative value of gasoline and ethanol, taking into consideration the EPA’s regulations on the RFS program and oxygenate blending requirements. A reduction or waiver of the RFS mandate or oxygenate blending requirements could adversely affect the availability and pricing of ethanol, which in turn could adversely affect our future gasoline and ethanol sales. In addition, changes in blending requirements or broadening the definition of what constitutes a renewable fuel could affect the price of RINs which could impact the magnitude of the mark-to-market liability recorded for the deficiency, if any, in our RIN position relative to our RVO at a point in time. Future changes proposed by EPA for the renewable volume obligations may increase the cost to consumers for transportation fuel, which could result in a decline in demand for fuels and lower revenues for our business. |
| ● | Governmental action and campaigns to discourage smoking and use of other products may have a material adverse effect on our financial condition, results of operations, and cash available for distribution to our unitholders. Congress has given the FDA broad authority to regulate tobacco and nicotine products, and the FDA, states and some municipalities have enacted and are pursuing enaction of numerous regulations restricting the sale of such products. These governmental actions, as well as national, state and municipal campaigns to discourage smoking, tax increases, and imposition of regulations restricting the sale of flavored tobacco products, e-cigarettes and vapor products, have and could result in reduced consumption levels, higher costs which we may not be able to pass on to our customers, and reduced overall customer traffic. Also, increasing regulations related to and restricting the sale of flavored tobacco products, e-cigarettes and vapor products may offset some of the gains we have experienced from selling these types of products. These factors could materially affect the sale of this product mix which in turn could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. |
| ● | Environmental laws and other industry-related regulations or environmental litigation could significantly impact our operations and/or increase our costs, which could adversely affect our results of operations and financial condition. Our operations are subject to federal, state and municipal laws and regulations regulating, among other matters, logistics activities, product quality specifications and other environmental matters. The trend in environmental regulation has been towards more restrictions and limitations on activities that may affect the environment over time. For example, President Biden signed an executive order calling for new or more stringent emissions standards for new, modified and existing oil and gas facilities, and the EPA finalized rules to that effect. Our businesses may be adversely affected by increased costs and liabilities resulting from such stricter laws and regulations. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance. There can be no assurances as to the timing and type of such changes in existing laws or the promulgation of new laws or the amount of any required expenditures associated therewith. Risks related to our environmental permits, including the risk of noncompliance, permit interpretation, permit modification, renewal of permits on less favorable terms, judicial or administrative challenges to permits by citizens groups or federal, state or municipal entities or permit revocation are inherent in the operation of our businesses, as it is with other companies engaged in similar businesses. We may not be able to renew the permits necessary for our |
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| operations, or we may be forced to accept terms in future permits that limit our operations or result in additional compliance costs. |
Results of Operations
Evaluating Our Results of Operations
Our management uses a variety of financial and operational measurements to analyze our performance. These measurements include: (1) product margin, (2) gross profit, (3) earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, (4) distributable cash flow and adjusted distributable cash flow, (5) selling, general and administrative expenses (“SG&A”), (6) operating expenses and (7) degree days.
Product Margin
We view product margin as an important performance measure of the core profitability of our operations. We review product margin monthly for consistency and trend analysis. We define product margin as our product sales minus product costs. Product sales primarily include sales of unbranded and branded gasoline, distillates, residual oil, renewable fuels and crude oil, as well as convenience store and prepared food sales, gasoline station rental income and revenue generated from our logistics activities when we engage in the storage, transloading and shipment of products owned by others. Product costs include the cost of acquiring products and all associated costs including shipping and handling costs to bring such products to the point of sale as well as product costs related to convenience store items and costs associated with our logistics activities. We also look at product margin on a per unit basis (product margin divided by volume). Product margin is a non-GAAP financial measure used by management and external users of our consolidated financial statements to assess our business. Product margin should not be considered an alternative to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, our product margin may not be comparable to product margin or a similarly titled measure of other companies.
Gross Profit
We define gross profit as our product margin minus terminal and gasoline station related depreciation expense allocated to cost of sales.
EBITDA and Adjusted EBITDA
EBITDA and adjusted EBITDA are non-GAAP financial measures used as supplemental financial measures by management and may be used by external users of our consolidated financial statements, such as investors, commercial banks and research analysts, to assess:
| ● | our compliance with certain financial covenants included in our debt agreements; |
| ● | our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis; |
| ● | our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; |
| ● | our operating performance and return on invested capital as compared to those of other companies in the wholesale, marketing, storing and distribution of refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane, and in the gasoline stations and convenience stores business, without regard to financing methods and capital structure; and |
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| ● | the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities. |
Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets, goodwill and long-lived asset impairment charges and our proportionate share of EBITDA related to our SPR joint venture, which is accounted for using the equity method. EBITDA and adjusted EBITDA should not be considered as alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, EBITDA and adjusted EBITDA may not be comparable to similarly titled measures of other companies.
Distributable Cash Flow and Adjusted Distributable Cash Flow
Distributable cash flow is an important non-GAAP financial measure for our limited partners since it serves as an indicator of our success in providing a cash return on their investment. Distributable cash flow as defined by our partnership agreement is net income plus depreciation and amortization minus maintenance capital expenditures, as well as adjustments to eliminate items approved by the audit committee of the board of directors of our general partner that are extraordinary or non-recurring in nature and that would otherwise increase distributable cash flow.
Distributable cash flow as used in our partnership agreement also determines our ability to make cash distributions on our incentive distribution rights. The investment community also uses a distributable cash flow metric similar to the metric used in our partnership agreement with respect to publicly traded partnerships to indicate whether or not such partnerships have generated sufficient earnings on a current or historical level that can sustain distributions on preferred or common units or support an increase in quarterly cash distributions on common units. Our partnership agreement does not permit adjustments for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.
Adjusted distributable cash flow is a non-GAAP financial measure intended to provide management and investors with an enhanced perspective of our financial performance. Adjusted distributable cash flow is distributable cash flow (as defined in our partnership agreement) further adjusted for our proportionate share of distributable cash flow related to our SPR joint venture, which is accounted for using the equity method. Adjusted distributable cash flow is not used in our partnership agreement to determine our ability to make cash distributions and may be higher or lower than distributable cash flow as calculated under our partnership agreement.
Distributable cash flow and adjusted distributable cash flow should not be considered as alternatives to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, our distributable cash flow and adjusted distributable cash flow may not be comparable to distributable cash flow or similarly titled measures of other companies.
Selling, General and Administrative Expenses
Our SG&A expenses include, among other things, marketing costs, corporate overhead, employee salaries and benefits, pension and 401(k) plan expenses, discretionary bonuses, non-interest financing costs, professional fees and information technology expenses. Employee-related expenses including employee salaries, discretionary bonuses and related payroll taxes, benefits, and pension and 401(k) plan expenses are paid by our general partner which, in turn, are reimbursed for these expenses by us.
Operating Expenses
Operating expenses are costs associated with the operation of the terminals, transload facilities and gasoline stations and convenience stores used in our businesses. Lease payments, maintenance and repair, property taxes, utilities, credit card fees, taxes, labor and labor-related expenses comprise the most significant portion of our operating expenses. While the majority of these expenses remains relatively stable, independent of the volumes through our system, they can
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fluctuate depending on the activities performed during a specific period. In addition, they can be impacted by new directives issued by federal, state and local governments.
Degree Days
A “degree day” is an industry measurement of temperature designed to evaluate energy demand and consumption. Degree days are based on how far the average temperature departs from a human comfort level of 65°F. Each degree of temperature above 65°F is counted as one cooling degree day, and each degree of temperature below 65°F is counted as one heating degree day. Degree days are accumulated each day over the course of a year and can be compared to a monthly or a long-term (multi-year) average, or normal, to see if a month or a year was warmer or cooler than usual. Degree days are officially observed by the National Weather Service and officially archived by the National Climatic Data Center. For purposes of evaluating our results of operations, we use the normal heating degree day amount as reported by the National Weather Service at its Logan International Airport station in Boston, Massachusetts.
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Key Performance Indicators
The following table provides a summary of some of the key performance indicators that may be used to assess our results of operations. These comparisons are not necessarily indicative of future results (gallons and dollars in thousands):
Year Ended December 31, | |||||||
2023 |
| 2022 |
| ||||
Net income | $ | 152,506 | $ | 362,207 | |||
EBITDA (1) | $ | 356,363 | $ | 565,084 | |||
Adjusted EBITDA (1) | $ | 356,264 | $ | 485,211 | |||
Distributable cash flow (2)(3) | $ | 202,709 | $ | 413,395 | |||
Adjusted distributable cash flow (2) | $ | 201,715 | $ | 413,395 | |||
Wholesale Segment: | |||||||
Volume (gallons) |
| 3,681,530 |
| 3,408,709 | |||
Sales | |||||||
Gasoline and gasoline blendstocks | $ | 5,897,428 | $ | 6,408,184 | |||
Distillates and other oils (4) |
| 3,715,888 |
| 4,455,309 | |||
Total | $ | 9,613,316 | $ | 10,863,493 | |||
Product margin | |||||||
Gasoline and gasoline blendstocks | $ | 105,165 | $ | 106,982 | |||
Distillates and other oils (4) |
| 96,747 |
| 180,715 | |||
Total | $ | 201,912 | $ | 287,697 | |||
Gasoline Distribution and Station Operations Segment: | |||||||
Volume (gallons) |
| 1,628,305 |
| 1,648,104 | |||
Sales | |||||||
Gasoline | $ | 5,268,268 | $ | 6,140,823 | |||
Station operations (5) |
| 572,266 |
| 559,826 | |||
Total | $ | 5,840,534 | $ | 6,700,649 | |||
Product margin | |||||||
Gasoline | $ | 558,516 | $ | 588,676 | |||
Station operations (5) |
| 276,040 |
| 267,941 | |||
Total | $ | 834,556 | $ | 856,617 | |||
Commercial Segment: | |||||||
Volume (gallons) |
| 421,223 |
| 414,871 | |||
Sales | $ | 1,038,324 | $ | 1,313,744 | |||
Product margin | $ | 31,722 | $ | 40,973 | |||
Combined sales and product margin: | |||||||
Sales | $ | 16,492,174 | $ | 18,877,886 | |||
Product margin (6) | $ | 1,068,190 | $ | 1,185,287 | |||
Depreciation allocated to cost of sales |
| (94,550) |
| (87,638) | |||
Combined gross profit | $ | 973,640 | $ | 1,097,649 | |||
GDSO portfolio as of December 31, 2023 and 2022: | |||||||
Company operated (7) | 341 | 353 | |||||
Commissioned agents | 302 | 295 | |||||
Lessee dealers | 182 | 192 | |||||
Contract dealers | 802 | 833 | |||||
Total GDSO portfolio | 1,627 | 1,673 | |||||
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Year Ended December 31, | |||||||
2023 |
| 2022 |
| ||||
Weather conditions: | |||||||
Normal heating degree days |
| 5,630 |
| 5,630 | |||
Actual heating degree days |
| 4,741 |
| 5,072 | |||
Variance from normal heating degree days |
| (16) | % | (10) | % | ||
Variance from prior period actual heating degree days |
| (7) | % |
| 4 | % | |
| (1) | EBITDA and adjusted EBITDA are non-GAAP financial measures which are discussed above under “—Evaluating Our Results of Operations.” The table below presents reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP financial measures. |
| (2) | Distributable cash flow and adjusted distributable cash flow are non-GAAP financial measures which are discussed above under “—Evaluating Our Results of Operations.” As defined by our partnership agreement, distributable cash flow is not adjusted for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges. The table below presents reconciliations of distributable cash flow and adjusted distributable cash flow to the most directly comparable GAAP financial measures. |
| (3) | Distributable cash flow for 2023 includes $2.5 million of income from our equity method investment related to our 49.99% interest in our SPR joint venture (see Note 17 of Notes to Consolidated Financial Statements). Distributable cash flow for 2022 includes a net gain on sale and disposition of assets of $79.9 million, primarily related to the sale of our terminal in Revere, Massachusetts (the “Revere Terminal”) in June 2022 (see Note 18 of Notes to Consolidated Financial Statements). |
| (4) | Distillates and other oils (primarily residual oil and crude oil). Segment reporting results for 2022 have been reclassed within the Wholesale segment to conform to our current presentation. Specifically, results from crude oil previously shown separately are included in distillates and other oils as results from crude oil are immaterial. |
| (5) | Station operations consist of convenience store and prepared food sales, rental income and sundries. |
| (6) | Product margin is a non-GAAP financial measure which is discussed above under “—Evaluating Our Results of Operations.” The table above includes a reconciliation of product margin on a combined basis to gross profit, a directly comparable GAAP measure. |
| (7) | Excludes 64 sites at December 31, 2023 that are operated by our SPR joint venture (see Note 17 of Notes to Consolidated Financial Statements). |
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The following table presents reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP financial measures on a historical basis (in thousands):
Year Ended December 31, | |||||||
2023 |
| 2022 |
| ||||
Reconciliation of net income to EBITDA and adjusted EBITDA: | |||||||
Net income | $ | 152,506 | $ | 362,207 | |||
Depreciation and amortization |
| 110,090 |
| 104,796 | |||
Interest expense |
| 85,631 |
| 81,259 | |||
Income tax expense |
| 8,136 |
| 16,822 | |||
EBITDA | 356,363 | 565,084 | |||||
Net gain on sale and disposition of assets | (2,626) | (79,873) | |||||
Income from equity method investments (1) | (2,503) | — | |||||
EBITDA related to equity method investments (1) | 5,030 | — | |||||
Adjusted EBITDA | $ | 356,264 | $ | 485,211 | |||
Reconciliation of net cash provided by operating activities to EBITDA and adjusted EBITDA: | |||||||
Net cash provided by operating activities | $ | 512,441 | $ | 479,996 | |||
Net changes in operating assets and liabilities and certain non-cash items |
| (249,845) |
| (12,993) | |||
Interest expense |
| 85,631 |
| 81,259 | |||
Income tax expense |
| 8,136 |
| 16,822 | |||
EBITDA | 356,363 | 565,084 | |||||
Net gain on sale and disposition of assets | (2,626) | (79,873) | |||||
Income from equity method investments (1) | (2,503) | — | |||||
EBITDA related to equity method investments (1) | 5,030 | — | |||||
Adjusted EBITDA | $ | 356,264 | $ | 485,211 | |||
| (1) | Represents our proportionate share of income and EBITDA, as applicable, related to our 49.99% interest in our SPR joint venture (see Note 17 of Notes to Consolidated Financial Statements). |
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The following table presents reconciliations of distributable cash flow and adjusted distributable cash flow to the most directly comparable GAAP financial measures on a historical basis (in thousands):
Year Ended December 31, | |||||||
2023 |
| 2022 |
| ||||
Reconciliation of net income to distributable cash flow and adjusted distributable cash flow: | |||||||
Net income | $ | 152,506 | $ | 362,207 | |||
Depreciation and amortization |
| 110,090 |
| 104,796 | |||
Amortization of deferred financing fees |
| 5,651 |
| 5,432 | |||
Amortization of routine bank refinancing fees |
| (4,700) |
| (4,596) | |||
Maintenance capital expenditures |
| (60,838) |
| (54,444) | |||
Distributable cash flow (1)(2) | 202,709 | 413,395 | |||||
Income from equity method investments (3) | (2,503) | — | |||||
Distributable cash flow from equity method investments (3) | 1,509 | — | |||||
Adjusted distributable cash flow (1) | 201,715 | 413,395 | |||||
Distributions to preferred unitholders (4) | (14,559) | (13,852) | |||||
Adjusted distributable cash flow after distributions to preferred unitholders | $ | 187,156 | $ | 399,543 | |||
Reconciliation of net cash provided by operating activities to distributable cash flow and adjusted distributable cash flow: | |||||||
Net cash provided by operating activities | $ | 512,441 | $ | 479,996 | |||
Net changes in operating assets and liabilities and certain non-cash items |
| (249,845) |
| (12,993) | |||
Amortization of deferred financing fees |
| 5,651 |
| 5,432 | |||
Amortization of routine bank refinancing fees |
| (4,700) |
| (4,596) | |||
Maintenance capital expenditures |
| (60,838) |
| (54,444) | |||
Distributable cash flow (1)(2) | 202,709 | 413,395 | |||||
Income from equity method investments (3) | (2,503) | — | |||||
Distributable cash flow from equity method investments (3) | 1,509 | — | |||||
Adjusted distributable cash flow (1) | 201,715 | 413,395 | |||||
Distributions to preferred unitholders (4) | (14,559) | (13,852) | |||||
Adjusted distributable cash flow after distributions to preferred unitholders | $ | 187,156 | $ | 399,543 | |||
| (1) | Distributable cash flow and adjusted distributable cash flow are non-GAAP financial measures which are discussed above under “—Evaluating Our Results of Operations.” As defined by our partnership agreement, distributable cash flow is not adjusted for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges. |
| (2) | Distributable cash flow for 2023 includes $2.5 million of income from our equity method investment related to our 49.99% interest in our SPR joint venture (see Note 17 of Notes to Consolidated Financial Statements). Distributable cash flow for 2022 includes a net gain on sale and disposition of assets of $79.9 million, primarily related to the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements |
| (3) | Represents our proportionate share of net income and distributable cash flow, as applicable, related to our 49.99% interest in our SPR joint venture (see Note 17 of Notes to Consolidated Financial Statements). |
| (4) | Distributions to preferred unitholders represent the distributions payable to the Series A preferred unitholders and the Series B preferred unitholders earned during the period. These distributions are cumulative and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year. |
Results of Operations
Consolidated Sales
Our total sales were $16.5 billion and $18.9 billion for 2023 and 2022, respectively, a decrease of $2.4 billion, or 13%, primarily due to a decrease in prices, partially offset by an increase in volume sold. Our aggregate volume of product sold was 5.7 billion gallons and 5.5 billion gallons for 2023 and 2022, respectively, increasing 259 million gallons (consisting of increases of 273 million gallons in our Wholesale segment, primarily in gasoline and gasoline blendstocks but also in distillates and other oils, and 6 million gallons in our Commercial segment, offset by a decrease of 20 million gallons in our GDSO segment).
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Gross Profit
Our gross profit was $973.6 million and $1.1 billion for 2023 and 2022, respectively, decreasing $124.0 million, or 11%. Our Wholesale segment product margins decreased in 2023 due to less favorable market conditions, largely in distillates but also in residual oil, compared to 2022 when market conditions were more favorable, offset by an increase in crude oil product margin due to the expiration of a pipeline connection agreement. In our GDSO segment, our gasoline distribution product margin decreased due in part to lower fuel margins (cents per gallon), while our station operations product margin increased due to an increase in activity at our convenience stores in part due to the September 2022 acquisition of Tidewater Convenience, Inc. (“Tidewater”). In our Commercial segment, our product margin decreased, primarily due to less favorable market conditions in bunkering.
Results for Wholesale Segment
Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $5.9 billion and $6.4 billion for 2023 and 2022, respectively, a decrease of $0.5 billion, or 8%, primarily due to a decrease in prices, partially offset by an increase in volume sold. Our gasoline and gasoline blendstocks product margin was $105.2 million and $107.0 million for 2023 and 2022, respectively, a decrease of $1.8 million, or 2%, primarily due to less favorable market conditions in gasoline, offset by more favorable market conditions in gasoline blendstocks.
Distillates and Other Oils. Sales from distillates and other oils (primarily residual oil and crude oil) were $3.7 billion and $4.5 billion for 2023 and 2022, respectively, a decrease of $0.8 billion, or 17%, primarily due to a decrease in distillate prices, partially offset by an increase in volume sold. Our product margin from distillates and other oils was $96.7 million and $180.7 million for 2023 and 2022, respectively, a decrease of $84.0 million, or 46%, primarily due to less favorable market conditions, largely in distillates but also in residual oil, compared to 2022 when market conditions were more favorable. The decrease in product margin was offset by an increase in crude oil product margin due to the expiration of a pipeline connection agreement in December of 2022.
Results for Gasoline Distribution and Station Operations Segment
Gasoline Distribution. Sales from gasoline distribution were $5.3 billion and $6.1 billion for 2023 and 2022, respectively, a decrease of $0.8 billion, or 13%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $558.5 million and $588.7 million for 2023 and 2022, respectively, a decrease of $30.2 million, or 5%, primarily due to lower fuel margins (cents per gallon), largely during the third quarter in 2023 compared to significantly higher fuel margins in the third quarter of 2022 due to especially favorable market conditions experienced in 2022.
Station Operations. Our station operations, which include (i) convenience store and prepared food sales at our directly operated stores, (ii) rental income from gasoline stations leased to dealers or from commissioned agents and from cobranding arrangements and (iii) sale of sundries, such as car wash sales and lottery and ATM commissions, collectively generated revenues of $572.2 million and $559.8 million for 2023 and 2022, respectively, an increase of $12.4 million, or 2%. Our product margin from station operations was $276.0 million and $267.9 million for 2023 and 2022, respectively, an increase of $8.1 million, or 3%. The increases in sales and product margin are primarily due to an increase in activity at our convenience stores, in part due to the acquisition of Tidewater, partially offset by the sale of non-strategic sites.
Results for Commercial Segment
Our commercial sales were $1.0 billion and $1.3 billion for 2023 and 2022, respectively, decreasing $275.4 million, or 21%, due a decrease in prices, partially offset by an increase in volume sold. Our commercial product margin was $31.7 million and $41.0 million for 2023 and 2022, respectively, a decrease of $9.3 million, or 23%, primarily due to less favorable market conditions in bunkering.
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Selling, General and Administrative Expenses
SG&A expenses were $273.7 million and $263.1 million for 2023 and 2022, respectively, an increase of $10.6 million, or 4%, including increases of $8.4 million of expenses associated with the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements), $7.7 million in wages and benefits, $3.2 million in acquisition costs and $1.4 million in professional fees. The increase in SG&A expenses was offset by a decrease of $1.3 million in accrued discretionary incentive compensation and $1.3 million in various other SG&A expenses. In addition, in 2022 we incurred approximately $7.5 million in connection with an ongoing dispute between us and the landlord at certain of our sites, a dispute in which we believe we have meritorious defenses.
Operating Expenses
Operating expenses were $450.6 million and $445.3 million for 2023 and 2022, respectively, an increase of $5.3 million, or 1%, including an increase of $6.3 million associated with our GDSO operations, including the Tidewater acquisition, in part due to increases in salary expense, maintenance and repair expenses and other various operating expenses, offset by decreases in our environmental reserve and in credit card fees due to lower gasoline prices and operating expenses related to the sale of non-strategic sites during 2023. Operating expenses associated with our terminal operations decreased $1.0 million, in part due to a decrease in maintenance and repair expenses, offset by an increase in rent and lease expenses.
Amortization Expense
Amortization expense related to our intangible assets was $8.1 million and $8.9 million for 2023 and 2022, respectively.
Net Gain on Sale and Disposition of Assets
Net gain on sale and disposition of assets was $2.6 million for 2023, primarily due to the sale of GDSO sites. Net gain on sale and disposition of assets was $79.9 million for 2022, consisting of a net gain of $76.8 million related to the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements for more information) and to a net gain of $3.1 million, primarily due to the sale of GDSO sites.
Income from Equity Method Investments
Income from equity method investments was $2.5 million and $0 for 2023 and 2022, respectively, representing our proportional share of earnings from our SPR joint venture. There was no income from equity method investments related to our Everett joint venture in 2023 or 2022. See Note 17 of Notes to Consolidated Financial Statements for information on our equity method investments.
Interest Expense
Interest expense was $85.6 million and $81.3 million for 2023 and 2022, respectively, an increase of $4.3 million, or 5%, due in part to higher interest rates and a $0.5 million write-off of deferred financing fees associated with the amendment to our credit agreement in May 2023, offset by lower average balances on our credit facilities.
Income Tax Expense
Income tax expense was $8.1 million and $16.8 million 2023 and 2022, respectively. The respective income tax expense predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes.
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Liquidity and Capital Resources
Liquidity
Our primary liquidity needs are to fund our working capital requirements, capital expenditures and distributions and to service our indebtedness. Our primary sources of liquidity are cash generated from operations, amounts available under our working capital revolving credit facility and equity and debt offerings. Please read “—Credit Agreement” for more information on our working capital revolving credit facility.
Working capital was $115.0 million and $197.8 million at December 31, 2023 and 2022, respectively, a decrease of $82.8 million. Changes in current assets and current liabilities decreasing our working capital primarily include, in part, a decrease of $169.4 million in inventories and an increase of $117.8 million in accounts payable. The decrease in working capital was offset by a decrease of $136.6 million in the current portion of our working capital revolving credit facility and an increase of $72.9 million in accounts receivable.
Cash Distributions
Common Units
During 2023, we paid the following cash distributions to our common unitholders and our general partner:
|
| Distribution Paid for the | ||||
Cash Distribution Payment Date | Total Paid | Quarterly Period Ended | ||||
February 14, 2023 (1) | $ | 55.4 million |
| Fourth quarter 2022 | ||
May 15, 2023 | $ | 24.0 million |
| First quarter 2023 | ||
August 14, 2023 | $ | 25.2 million |
| Second quarter 2023 | ||
November 14, 2023 | $ | 25.8 million |
| Third quarter 2023 | ||
| (1) | This distribution consists of a quarterly distribution of $0.6350 per unit and a one-time special distribution of $0.9375 per unit. Our general partner agreed to waive its incentive distribution rights with respect to the special distribution. |
In addition, on January 24, 2024, the board of directors of our general partner declared a quarterly cash distribution of $0.7000 per unit ($2.80 per unit on an annualized basis) on all of our outstanding common units for the period from October 1, 2023 through December 31, 2023 to unitholders of record as of the close of business on February 8, 2024. On February 14, 2024, we paid the total cash distribution of approximately $26.8 million.
Preferred Units
During 2023, we paid the following cash distributions to holders of the Series A Preferred Units and the Series B Preferred Units:
Cash Distribution | Series A Preferred Units | Series B Preferred Units | Distribution Paid for the | ||||||||||
Payment Date | Total Paid | Rate | Total Paid | Rate | Quarterly Period Covering | ||||||||
2/15/2023 | $ | 1.7 million | 9.75% | $ | 1.8 million | 9.50% |
| 11/15/22 - 2/14/23 | |||||
5/15/2023 | $ | 1.7 million | 9.75% | $ | 1.8 million | 9.50% |
| 2/15/23 - 5/14/23 | |||||
8/15/2023 | $ | 1.7 million | 9.75% | $ | 1.8 million | 9.50% |
| 5/15/23 - 8/14/23 | |||||
11/15/2023 | $ | 2.1 million | 12.40% | $ | 1.8 million | 9.50% |
| 8/15/23 - 11/14/23 | |||||
In addition, on January 16, 2024, the board of directors of our general partner declared a quarterly cash distribution of $0.77596 per unit ($3.10 per unit on an annualized basis) on the Series A Preferred Units for the period from November 15, 2023 through February 14, 2024 to our Series A preferred unitholders of record as of the opening of business on February 1, 2024. The applicable distribution rate on the Series A Preferred Units for such period, as calculated by our calculation agent, was approximately 12.42%. On February 15, 2024, we paid the total cash distribution of approximately $2.1 million.
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The board of directors of our general partner also declared a quarterly cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Series B Preferred Units for the period from November 15, 2023 through February 14, 2024 to our Series B preferred unitholders of record as of the opening of business on February 1, 2024. On February 15, 2024, we paid the total cash distribution of approximately $1.8 million.
Contractual Obligations
We have contractual obligations that are required to be settled in cash. The amounts of our contractual obligations at December 31, 2023 were as follows (in thousands):
Payments Due by Period |
| |||||||||
Contractual Obligations | Next 12 Months | Beyond 12 Months | Total |
| ||||||
Credit facility obligations (1) | $ | 45,174 | $ | 409,481 | $ | 454,655 | ||||
Senior notes obligations (2) |
| 52,063 |
| 942,283 |
| 994,346 | ||||
Operating lease obligations (3) |
| 76,903 |
| 233,193 |
| 310,096 | ||||
Other long-term liabilities (4) |
| 14,125 |
| 45,508 |
| 59,633 | ||||
Financing obligations (5) | 15,777 | 82,171 | 97,948 | |||||||
Total | $ | 204,042 | $ | 1,712,636 | $ | 1,916,678 | ||||
| (1) | Includes principal and interest on our working capital revolving credit facility and our revolving credit facility at December 31, 2023 and assumes a ratable payment through the expiration date. Our credit agreement has a contractual maturity of May 2, 2026 and no principal payments are required prior to that date. However, we repay amounts outstanding and reborrow funds based on our working capital requirements. Therefore, the current portion of the working capital revolving credit facility included in the accompanying consolidated balance sheets is the amount we expect to pay down during the course of the year, and the long-term portion of the working capital revolving credit facility is the amount we expect to be outstanding during the entire year. Please read “—Credit Agreement” for more information on our working capital revolving credit facility. |
| (2) | Includes principal and interest on our 7.00% senior notes due 2027 and our 6.875% senior notes due 2029. No principal payments are required prior to maturity. Excludes principal and interest on our 8.250% senior notes due 2032 issued on January 18, 2024. See “—Liquidity and Capital Resources—Senior Notes” for additional information. |
| (3) | Includes operating lease obligations related to leases for office space and computer equipment, land, gasoline stations, railcars and barges. See Note 4 of Notes to Consolidated Financial Statements for additional information. |
| (4) | Includes amounts related to our brand fee agreement, amounts related to our access right agreements and our pension and deferred compensation obligations. |
| (5) | Includes lease rental payments in connection with (i) the acquisition of Capitol Petroleum Group (“Capitol”) related to properties previously sold by Capitol within two sale-leaseback transactions; and (ii) the sale of real property assets and convenience stores. See “—Liquidity and Capital Resources—Financing Obligations” for additional information. |
See Note 4 of Notes to Consolidated Financial Statements with respect to sublease information related to certain lease agreements and Note 12 of Notes to Consolidated Financial Statements with respect to purchase commitments.
Capital Expenditures
Our operations require investments to maintain, expand, upgrade and enhance existing operations and to meet environmental and operational regulations. We categorize our capital requirements as either maintenance capital expenditures or expansion capital expenditures. Maintenance capital expenditures represent capital expenditures to repair or replace partially or fully depreciated assets to maintain the operating capacity of, or revenues generated by, existing assets and extend their useful lives. Maintenance capital expenditures also include expenditures required to maintain equipment reliability, tank and pipeline integrity and safety and to address certain environmental regulations. We anticipate that maintenance capital expenditures will be funded with cash generated by operations. We had approximately $60.8 million and $54.4 million in maintenance capital expenditures for the years ended December 31, 2023 and 2022, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately $52.9 million and $45.0 million for 2023 and 2022, respectively, are related to our investments in our gasoline station business. Repair and maintenance expenses associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred.
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Expansion capital expenditures include expenditures to acquire assets to grow our businesses or expand our existing facilities, such as projects that increase our operating capacity or revenues by, for example, increasing dock capacity and tankage, diversifying product availability, investing in raze and rebuilds and new-to-industry gasoline stations and convenience stores, increasing storage flexibility at various terminals and by adding terminals to our storage network. We have the ability to fund our expansion capital expenditures through cash from operations or our credit agreement or by issuing debt securities or additional equity. We had approximately $28.0 million and $52.4 million in expansion capital expenditures, excluding acquired property and equipment, for the years ended December 31, 2023 and 2022, respectively, primarily related to investments in our gasoline station business.
We currently expect maintenance capital expenditures of approximately $50.0 million to $60.0 million and expansion capital expenditures, excluding acquisitions, of approximately $60.0 million to $70.0 million in 2024, relating primarily to investments in our gasoline station and terminal businesses. These current estimates depend, in part, on the timing of completion of projects, availability of equipment and workforce, weather and unanticipated events or opportunities requiring additional maintenance or investments.
We believe that we will have sufficient cash flow from operations, borrowing capacity under our credit agreement and the ability to issue additional equity and/or debt securities to meet our financial commitments, debt service obligations, contingencies and anticipated capital expenditures. However, we are subject to business and operational risks that could adversely affect our cash flow. A material decrease in our cash flows would likely have an adverse effect on our borrowing capacity as well as our ability to issue additional equity and/or debt securities.
Cash Flow
The following table summarizes cash flow activity for the years ended December 31 (in thousands):
2023 |
| 2022 |
| ||||
Net cash provided by operating activities | $ | 512,441 | $ | 479,996 | |||
Net cash used in investing activities | $ | (492,380) | $ | (236,193) | |||
Net cash used in financing activities | $ | (4,459) | $ | (250,612) | |||
Operating Activities
Cash flow from operating activities generally reflects our net income, balance sheet changes arising from inventory purchasing patterns, the timing of collections on our accounts receivable, the seasonality of parts of our businesses, fluctuations in product prices, working capital requirements and general market conditions.
Net cash provided by operating activities was $512.4 million and $480.0 million for 2023 and 2022, respectively, for a period-over-period increase in cash flow from operating activities of $32.4 million. The period-over-period change reflects a net gain on the sale and disposition of assets of $79.9 million in 2022, primarily related to the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements).
Except for net income, the primary drivers of the changes in operating activities include the following for the years ended December 31 (in thousands):
| 2023 |
| 2022 |
| |||
Increase in accounts receivable | $ | (73,782) | $ | (67,774) | |||
Decrease (increase) in inventories | $ | 172,112 | $ | (52,086) | |||
Increase in accounts payable | $ | 117,777 | $ | 177,644 | |||
In 2023, the increases in accounts receivable and accounts payable are in part due to timing of sales and payments, offset by a decrease in prices. The decrease in inventories is primarily due to the decrease in prices.
In 2022, the increases in accounts receivable inventories and accounts payable are in part due to the increase in prices.
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Investing Activities
Net cash used in investing activities was $492.4 million for 2023 and included $313.2 million related to the acquisition of the Terminal Facilities from Motiva (see Note 3 to Notes to Consolidated Financial Statements), $95.3 million in expenditures associated with our equity method investments (see Note 17 of Notes to Consolidated Financial Statements), $88.8 million in capital expenditures, $8.5 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations and $1.5 million in an immaterial acquisition. Net cash used in investing activities was offset by $12.9 million in proceeds from the sale of property and equipment and $2.0 million in dividends received of equity method investment in SPR.
Net cash used in investing activities was $236.2 million for 2022 and included $256.2 million in acquisitions (see Note 3 to Notes to Consolidated Financial Statements), $106.8 million in capital expenditures and $1.7 million in seller note issuances, offset by $128.5 million in proceeds from the sale of property and equipment, primarily related to the sale of the Revere Terminal.
Please read “—Capital Expenditures” for a discussion of our capital expenditures for the years ended December 31, 2023 and 2022.
Financing Activities
Net cash used in financing activities was $4.4 million for 2023 and included $144.7 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $136.6 million in net payments on our working capital revolving credit facility, $3.5 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $0.5 million in LTIP units withheld for tax obligations and $0.1 million in distribution equivalent rights. Net cash used in financing activities was offset by $281.0 million in net borrowings on our revolving credit facility, in part due to fund the acquisition of the Terminal Facilities from Motiva.
Net cash used in financing activities was $250.6 million for 2022 and included $201.3 million in net payments on our working capital revolving credit facility, $100.4 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $2.9 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations and $1.6 million in LTIP units withheld for tax obligations related to awards that vested in 2022. Net cash used in financing activities was offset by $55.6 million in net borrowings from our revolving credit facility, primarily to fund our acquisitions.
See Note 9 of Notes to Consolidated Financial Statement for supplemental cash flow information related to our working capital revolving credit facility and revolving credit facility for 2023 and 2022.
Credit Agreement
Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, had a $1.75 billion senior secured credit facility as of December 31, 2023. As discussed below, effective February 5, 2024, the total commitment under the credit agreement was reduced to $1.55 billion. We repay amounts outstanding and reborrow funds based on our working capital requirements and, therefore, classify as a current liability the portion of the working capital revolving credit facility we expect to pay down during the course of the year. The long-term portion of the working capital revolving credit facility is the amount we expect to be outstanding during the entire year. The credit agreement expires on May 2, 2026.
On February 2, 2023, we and certain of our subsidiaries entered into the eighth amendment to the third amended and restated credit agreement, pursuant to which we and the lenders under our credit agreement agreed to a reallocation of $150.0 million of the working capital revolving credit facility to the revolving credit facility. After giving effect to such reallocation, the working capital revolving credit facility was $950.0 million, and the revolving credit facility was $600.0 million.
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On May 2, 2023, we and certain of our subsidiaries entered into the ninth amendment to third amended and restated credit agreement and joinder which, among other things, increased the applicable revolver rate by 25 basis points on borrowings under the revolving credit facility and extended the maturity date from May 6, 2024 to May 2, 2026.
On December 7, 2023, we exercised a portion of the accordion feature included in our credit agreement (as further described below) and increased the aggregate working capital revolving commitments by $200.0 million, to $1.75 billion from $1.55 billion, for a period not to exceed 364 days. Also on December 7, 2023, we and the lenders under our credit agreement agreed to reallocate $300.0 million of the working capital revolving credit facility to the revolving credit facility.
As of December 31, 2023, there were 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 $850 million; and |
| ● | a $900.0 million revolving credit facility to be used for general corporate purposes. |
On February 5, 2024, we and the lenders under our credit agreement agreed, pursuant to the terms of our 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. After giving effect to the reallocation and the accordion reduction, the working capital revolving credit facility is $950.0 million and the revolving credit facility is $600.0 million, for a total commitment of $1.55 billion, effective February 8, 2024. This reallocation and accordion reduction return our credit facilities to the terms in place prior to the reallocation and accordion exercise previously agreed to by us and the lenders on December 7, 2023.
The credit agreement has an accordion feature whereby we may request on the same terms and conditions then applicable to the credit agreement, provided no Default (as defined in the credit agreement) then exists, an increase to the working capital revolving credit facility, the revolving credit facility, or both, by up to another $300.0 million, in the aggregate, for a total credit facility of up to $1.85 billion. Any such request for an increase must be in a minimum amount of $25.0 million. We cannot provide assurance, however, that our lending group and/or other lenders outside our lending group will agree to fund any request by us for additional amounts in excess of the total available commitments of $1.55 billion.
In addition, the credit agreement includes a swing line pursuant to which Bank of America, N.A., as the swing line lender, may make swing line loans in U.S. dollars in an aggregate amount equal to the lesser of (a) $75.0 million and (b) the Aggregate WC Commitments (as defined in the credit agreement). Swing line loans will bear interest at the Base Rate (as defined in the credit agreement). The swing line is a sub-portion of the working capital revolving credit facility and is not an addition to the total available commitments of $1.55 billion.
Availability under the working capital revolving credit facility is subject to a borrowing base which is redetermined from time to time and based on specific advance rates on eligible current assets. Availability under the borrowing base may be affected by events beyond our control, such as changes in petroleum product prices, collection cycles, counterparty performance, advance rates and limits and general economic conditions.
Borrowings under the working capital revolving credit facility bear interest at (1) the Daily or Term secured overnight financing rate (“SOFR”) plus a 0.10% SOFR adjustment plus a margin of 2.00% to 2.50% depending on the Utilization Amount (as defined in the credit agreement), or (2) the base rate plus a margin of 1.00% to 1.50% depending on the Utilization Amount. Borrowings under the revolving credit facility bear interest at (1) the Daily or Term SOFR plus a 0.10% SOFR adjustment plus a margin of 2.00% to 3.00% depending on the Combined Total Leverage Ratio (as defined in the credit agreement), or (2) the base rate plus a margin of 1.00% to 2.00% depending on the Combined Total Leverage Ratio.
The average interest rates for the credit agreement were 7.2% and 3.7% for the years ended December 31, 2023
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and 2022, respectively.
The credit agreement provides for a letter of credit fee equal to the then applicable working capital rate or then applicable revolver rate per annum for each letter of credit issued. In addition, we incur a commitment fee on the unused portion of each facility under the credit agreement, ranging from 0.35% to 0.50% per annum.
As of December 31, 2023, we had $16.8 million outstanding on the working capital revolving credit facility and $380.0 million outstanding on the revolving credit facility. In addition, we had outstanding letters of credit of $220.2 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was $1.13 billion and $1.12 billion at December 31, 2023 and 2022, respectively.
The credit agreement is secured by substantially all of our assets and the assets of our wholly owned subsidiaries and is guaranteed by us and certain of our subsidiaries.
The credit agreement also includes certain baskets, including (i) a $25.0 million general secured indebtedness basket, (ii) a $25.0 million general investment basket, (iii) a $75.0 million secured indebtedness basket to permit the borrowers to enter into a Contango Facility (as defined in the credit agreement), (iv) a Sale/Leaseback Transaction (as defined in the credit agreement) basket of $100.0 million, and (v) a basket of $150.0 million in an aggregate amount for the purchase of our common units, provided that, among other things, no Default exists or would occur immediately following such purchase(s).
In addition, the credit agreement provides the ability for the borrowers to repay certain junior indebtedness, subject to a $100.0 million cap, so long as, among other things, no Default has occurred or will exist immediately after making such repayment.
The credit agreement imposes financial covenants that require us 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. We were in compliance with the foregoing covenants at December 31, 2023.
Senior Notes
8.250% Senior Notes Due 2032
On January 18, 2024, we and GLP Finance Corp. (the “Issuers”) issued $450.0 million aggregate principal amount of 8.250% senior notes due 2032 (the “2032 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). We used the net proceeds from the offering to repay a portion of the borrowings outstanding under our 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 25% in principal amount of the 2032 Notes may declare the 2032 Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Issuers, any restricted subsidiary of ours that is a significant subsidiary or any group of our restricted subsidiaries that, taken together, would constitute a significant subsidiary of ours, will automatically cause the 2032 Notes to become due and payable.
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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 104.125% for the twelve-month period beginning January 15, 2027, 102.063% for the twelve-month period beginning January 15, 2028, and 100% beginning on January 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 our 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 our 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 our covenants under the 2032 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of our or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million.
6.875% Senior Notes Due 2029
On October 7, 2020, the Issuers issued $350.0 million aggregate principal amount of 6.875% senior notes due 2029 (the “2029 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act. We used the net proceeds from the offering to fund the redemption of our 7.00% senior notes due 2023 and to repay a portion of the borrowings outstanding under our credit agreement.
In connection with the private placement of the 2029 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 “2029 Notes Indenture”).
The 2029 Notes mature on January 15, 2029 with interest accruing at a rate of 6.875% per annum. Interest is payable beginning July 15, 2021 and thereafter semi-annually in arrears on January 15 and July 15 of each year. The 2029 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 2029 Notes Indenture. Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the 2029 Notes may declare the 2029 Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Issuers, any restricted subsidiary of ours that is a significant subsidiary or any group of our restricted subsidiaries that, taken together, would constitute a significant subsidiary of ours, will automatically cause the 2029 Notes to become due and payable.
The Issuers have the option to redeem the 2029 Notes, in whole or in part, at any time on or after January 15, 2024, at the redemption prices of 103.438% for the twelve-month period beginning on January 15, 2024, 102.292% for the twelve-month period beginning January 15, 2025, 101.146% for the twelve-month period beginning January 15, 2026, and 100% beginning on January 15, 2027 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption. In addition, prior to January 15, 2024, the Issuers may redeem all or any part of the 2029 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 2029 Notes may require the Issuers to repurchase the 2029 Notes following certain asset sales or a Change of Control Triggering Event (as defined in the 2029 Notes Indenture) at the prices and on the terms specified in the 2029 Notes Indenture.
The 2029 Notes Indenture contains covenants that limit our ability to, among other things, incur additional indebtedness and issue preferred securities, make certain dividends and distributions, make certain investments and other
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restricted payments, restrict distributions by our subsidiaries, create liens, sell assets or merge with other entities. Events of default under the 2029 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2029 Notes, (ii) breach of our covenants under the 2029 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of ours or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million.
7.00% Senior Notes Due 2027
On July 31, 2019, the Issuers issued $400.0 million aggregate principal amount of 7.00% senior notes due 2027 (the “2027 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act. We used the net proceeds from the offering to fund the repurchase of our 6.25% senior notes due 2022 in a tender offer and to repay a portion of the borrowings outstanding under our credit agreement.
In connection with the private placement of the 2027 Notes on July 31, 2019, the Issuers and the subsidiary guarantors and Regions Bank (as successor trustee to Deutsche Bank Trust Company Americas), as trustee, entered into an indenture as may be supplemented from time to time (the “2027 Notes Indenture”).
The 2027 Notes mature on August 1, 2027 with interest accruing at a rate of 7.00% per annum and payable semi-annually in arrears on February 1 and August 1 of each year, commencing February 1, 2020. The 2027 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 2027 Notes Indenture. Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the 2027 Notes may declare the 2027 Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Issuers, any restricted subsidiary of ours that is a significant subsidiary or any group of our restricted subsidiaries that, taken together, would constitute a significant subsidiary of ours, will automatically cause the 2027 Notes to become due and payable.
The Issuers have the option to redeem the 2027 Notes, in whole or in part, at any time on or after August 1, 2023, at the redemption prices of 102.333% for the twelve-month period beginning August 1, 2023, 101.167% for the twelve-month period beginning August 1, 2024, and 100% beginning on August 1, 2025 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption. The holders of the 2027 Notes may require the Issuers to repurchase the 2027 Notes following certain asset sales or a Change of Control Triggering Event (as defined in the 2027 Notes Indenture) at the prices and on the terms specified in the 2027 Notes Indenture.
The 2027 Notes Indenture contains covenants that will limit our 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 our subsidiaries, create liens, sell assets or merge with other entities. Events of default under the 2027 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2027 Notes, (ii) breach of our covenants under the 2027 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of ours or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million.
Financing Obligations
Capitol Acquisition
In connection with the June 2015 acquisition of retail gasoline stations and dealer supply contracts from Capitol, we assumed a financing obligation of $89.6 million associated with two sale-leaseback transactions for 53 leased sites. During the terms of these leases, which expire in May 2028 and September 2029, in lieu of recognizing lease expense for the lease rental payments, we incur interest expense associated with the financing obligation. Interest expense of approximately $8.8 million and $9.0 million was recorded for the years ended December 31, 2023 and 2022, respectively. The financing obligation will amortize through expiration of the leases based upon the lease rental
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payments which were $10.9 million and $10.6 million for the years ended December 31, 2023 and 2022, respectively. The financing obligation balance outstanding at December 31, 2023 was $81.3 million associated with the acquisition.
Sale-Leaseback Transaction
In connection with a sale in June 2016 of real property assets, including the buildings, improvements and appurtenances thereto, at 30 gasoline stations and convenience stores, we entered into a Master Unitary Lease Agreement to lease back certain of the real property assets sold. The initial term of the Master Unitary Lease Agreement expires in 2031. We have one successive option to renew the lease for a ten-year period followed by two successive options to renew the lease for five-year periods on the same terms, covenants, conditions and rental as the primary non-revocable lease term.
In connection with this transaction, we recognized a corresponding financing obligation of $62.5 million. During the term of the lease, which expires in June 2031, we incur interest expense associated with the financing obligation. Lease rental payments are recognized as both interest expense and a reduction of the principal balance associated with the financing obligation. Interest expense was $4.2 million for both years ended December 31, 2023 and 2022, and lease rental payments were $4.9 million and $4.8 million for the years ended December 31, 2023 and 2022, respectively. The financing obligation balance outstanding at December 31, 2023 was $60.5 million associated with this transaction.
Environmental Matters
Our businesses of purchasing, storing, supplying and distributing refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane and other business activities, involves a number of activities that are subject to extensive and stringent environmental laws. For a complete discussion of the environmental laws and regulations affecting our businesses, please read Items 1 and 2, “Business and Properties—Environmental.” For additional information regarding our environmental liabilities, see Note 15 of Notes to Consolidated Financial Statements included elsewhere in this report.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. A summary of our significant accounting policies used in the preparation of our consolidated financial statements is detailed in Note 2 of Notes to Consolidated Financial Statements.
Certain of these accounting policies require the use of estimates. These estimates are based on our knowledge and understanding of current conditions and actions that we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial condition and results of operations and are recorded in the period in which they become known; therefore, our actual results could differ from these estimates under different assumptions or conditions. We believe our critical accounting estimates that are subjective in nature, require the exercise of judgment and involve complex analysis include the valuation of physical forward derivative contracts, valuation of goodwill and environmental liabilities.
Valuation of Physical Forward Derivative Contracts
As described in Note 10 and Note 11 of Notes to Consolidated Financial Statements, we enter into different commodity contracts that qualify as derivative instruments. These include physical forward purchase and sale contracts and are accounted for at fair value. These contracts are considered Level 2 derivative instruments under the fair value hierarchy as inputs used to determine fair value are not quoted prices in active markets. As of December 31, 2023, derivative assets of $17.7 million and derivative liabilities of $5.0 million were recorded for physical forward derivative contracts based on Level 2 fair value measurements. There were no Level 3 physical forward derivative contracts as of December 31, 2023 and 2022.
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Accounting for the fair value measurement of physical forward derivative instruments is complex given the judgmental nature of the assumptions used as inputs into the valuation models. These include inputs used to value commodity products at locations whereby active market pricing may not be available. These assumptions are forward-looking and could be affected by future economic and market conditions.
We utilize published and quoted prices, broker quotes, and estimates of market prices to estimate the fair value of these contracts; however, actual amounts could vary materially from estimated fair values as a result of changes in market prices. In addition, changes in the methods used to determine the fair value of these contracts could have a material effect on our results of operations. We do not anticipate future changes in the methods used to determine the fair value of these derivative contracts.
Business Combinations
Under the purchase method of accounting, we recognize tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We record any excess of the purchase price over the fair value of the net tangible and intangible assets acquired as goodwill. The accounting for business combinations requires us to make significant estimates and assumptions when determining the value of acquired assets and liabilities. Estimates in valuing purchased dealer supply contracts include, in part, the expected use of the assets acquired, the expected useful life of another asset (or group of assets) related to the acquired assets and legal, regulatory or other contractual provisions that may limit the useful life of an acquired asset. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could experience impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed.
Valuation of Goodwill
We allocate the fair value of the purchase price associated in a business combination to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill and allocated to our reporting units based on the future expected benefit arising from the business combination.
Such valuations require management to make significant estimates and assumptions. Management’s estimates of fair value are based upon assumptions believed to be reasonable at the time, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
We have concluded that our operating segments are also our reporting units. Goodwill is tested for impairment annually as of October 1 or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.
All of our goodwill is allocated to the GDSO segment. During 2023 and 2022, we completed a quantitative assessment for the GDSO reporting unit. Factors included in the assessment included both macro-economic conditions and industry specific conditions, and the fair value of the GDSO reporting unit was estimated using a weighted average of a discounted cash flow approach and a market comparables approach. Based on our assessment, no impairment was identified.
Environmental and Other Liabilities
We record accrued liabilities for all direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be
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reasonably estimated. Costs accrued are estimated based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes.
Estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study. Loss accruals are adjusted as further information becomes available or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recognized when related contingencies are resolved, generally upon cash receipt.
We are subject to other contingencies, including legal proceedings and claims arising out of our businesses that cover a wide range of matters, including, environmental matters and contract and employment claims. Environmental and other legal proceedings may also include matters with respect to businesses previously owned. Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated.
Recent Accounting Pronouncements
A description and related impact expected from the adoption of certain new accounting pronouncements is provided in Note 2 of Notes to Consolidated Financial Statements included elsewhere in this report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market risk is the risk of loss arising from adverse changes in market rates and prices. The principal market risks to which we are exposed are interest rate risk and commodity risk. We currently utilize various derivative instruments to manage exposure to commodity risk.
Interest Rate Risk
We utilize variable rate debt and are exposed to market risk due to the floating interest rates on our credit agreement. Therefore, from time to time, we utilize interest rate collars, swaps and caps to hedge interest obligations on specific and anticipated debt issuances.
As of December 31, 2023, we had total borrowings outstanding under our credit agreement of $396.8 million. Please read Part II, Item 7, “Management’s Discussion and Analysis—Liquidity and Capital Resources—Credit Agreement,” for information on interest rates related to our borrowings. The impact of a 1% increase in the interest rate on this amount of debt would have resulted in an increase in interest expense, and a corresponding decrease in our results of operations, of approximately $4.0 million annually, assuming, however, that our indebtedness remained constant throughout the year.
Commodity Risk
We hedge our exposure to price fluctuations with respect to refined petroleum products, renewable fuels, crude oil and gasoline blendstocks in storage and expected purchases and sales of these commodities. The derivative instruments utilized consist primarily of exchange-traded futures contracts traded on the NYMEX, CME and ICE and over-the-counter transactions, including swap agreements entered into with established financial institutions and other credit-approved energy companies. Our policy is generally to purchase only products for which we have a market and to structure our sales contracts so that price fluctuations do not materially affect our profit. While our policies are designed to minimize market risk, as well as inherent basis risk, exposure to fluctuations in market conditions remains. Except for the controlled trading program discussed below, we do not acquire and hold futures contracts or other derivative products for the purpose of speculating on price changes that might expose us to indeterminable losses.
While we seek to maintain a position that is substantially balanced within our commodity product purchase and sales activities, we may experience net unbalanced positions for short periods of time as a result of variances in daily purchases and sales and transportation and delivery schedules as well as other logistical issues inherent in our businesses,
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such as weather conditions. In connection with managing these positions, we are aided by maintaining a constant presence in the marketplace. We also engage in a controlled trading program for up to an aggregate of 250,000 barrels of commodity products at any one point in time. Changes in the fair value of these derivative instruments are recognized in the consolidated statements of operations through cost of sales. In addition, because a portion of our crude oil business may be conducted in Canadian dollars, we may use foreign currency derivatives to minimize the risks of unfavorable exchange rates. These instruments may include foreign currency exchange contracts and forwards. In conjunction with entering into the commodity derivative, we may enter into a foreign currency derivative to hedge the resulting foreign currency risk. These foreign currency derivatives are generally short-term in nature and not designated for hedge accounting.
We utilize exchange-traded futures contracts and other derivative instruments to minimize or hedge the impact of commodity price changes on our inventories and forward fixed price commitments. Any hedge ineffectiveness is reflected in our results of operations. We utilize regulated exchanges, including the NYMEX, CME and ICE, which are exchanges for the respective commodities that each trades, thereby reducing potential delivery and supply risks. Generally, our practice is to close all exchange positions rather than to make or receive physical deliveries.
At December 31, 2023, the fair value of all of our commodity risk derivative instruments and the change in fair value that would be expected from a 10% price increase or decrease are shown in the table below (in thousands):
| Fair Value at |
| Gain (Loss) |
| ||||||
December 31, | Effect of 10% |
| Effect of 10% |
| ||||||
2023 | Price Increase | Price Decrease |
| |||||||
Exchange traded derivative contracts | $ | 33,421 | $ | (18,458) | $ | 18,458 | ||||
Forward derivative contracts |
| 12,669 |
| (13,072) |
| 13,072 | ||||
Total | $ | 46,090 | $ | (31,530) | $ | 31,530 | ||||
The fair values of the futures contracts are based on quoted market prices obtained from the NYMEX, CME and ICE. The fair value of the swaps and option contracts are estimated based on quoted prices from various sources such as independent reporting services, industry publications and brokers. These quotes are compared to the contract price of the swap, which approximates the gain or loss that would have been realized if the contracts had been closed out at December 31, 2023. For positions where independent quotations are not available, an estimate is provided, or the prevailing market price at which the positions could be liquidated is used. All hedge positions offset physical exposures to the physical market; none of these offsetting physical exposures are included in the above table. Price-risk sensitivities were calculated by assuming an across-the-board 10% increase or decrease in price regardless of term or historical relationships between the contractual price of the instruments and the underlying commodity price. In the event of an actual 10% change in prompt month prices, the fair value of our derivative portfolio would typically change less than that shown in the table due to lower volatility in out-month prices. We have a daily margin requirement to maintain a cash deposit with our brokers based on the prior day’s market results on open futures contracts. The balance of this deposit will fluctuate based on our open market positions and the commodity exchange’s requirements. The brokerage margin balance was $12.8 million at December 31, 2023.
We are exposed to credit loss in the event of nonperformance by counterparties to our exchange-traded derivative contracts, physical forward contracts and swap agreements. We anticipate some nonperformance by some of these counterparties which, in the aggregate, we do not believe at this time will have a material adverse effect on our financial condition, results of operations or cash available for distribution to our unitholders. Exchange-traded derivative contracts, the primary derivative instrument utilized by us, are traded on regulated exchanges, greatly reducing potential credit risks. We utilize major financial institutions as our clearing brokers for all NYMEX, CME and ICE derivative transactions and the right of offset exists with these financial institutions. Accordingly, the fair value of our exchange-traded derivative instruments is presented on a net basis in the consolidated balance sheet. Exposure on physical forward contracts and swap agreements is limited to the amount of the recorded fair value as of the balance sheet dates.
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Item 8. Financial Statements and Supplementary Data.
The information required here is included in the report as set forth in the “Index to Financial Statements” on page F-1.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our principal executive officer and principal financial officer, management evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were operating and effective as of December 31, 2023.
Internal Control Over Financial Reporting
Management’s Annual Report
We are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act). Our internal control over financial reporting is the process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. There are inherent limitations in the effectiveness of internal control over financial reporting, including the possibility that misstatements may not be prevented or detected. Accordingly, even effective internal controls over financial reporting can provide only reasonable assurance with respect to financial statement preparation.
Under the supervision and with the participation of our principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, our independent registered public accounting firm, as stated in their report. See “Report of Independent Registered Public Accounting Firm” on page F-4 of our consolidated financial statements.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. Other Information.
During the three months ended December 31, 2023, no director or executive officer of the Partnership or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Global GP LLC, our general partner, manages our operations and activities on our behalf. Our general partner is not elected by our unitholders. Unitholders are not entitled to elect the directors of our general partner or directly or indirectly participate in our management or operation. Affiliates of the Slifka family own 100% of the ownership interests in our general partner. Our general partner is controlled by Richard Slifka and Eric Slifka, through their beneficial ownership of entities that own membership interests in our general partner. Our general partner is liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically nonrecourse to it. Whenever possible, our general partner intends to incur indebtedness or other obligations that are nonrecourse.
Five members of the board of directors of our general partner serve on a conflicts committee to review specific matters that the board believes may involve conflicts of interest. The conflicts committee determines if the resolution of the conflict of interest is fair and reasonable to us. Members of the conflicts committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates and must meet the independence and experience standards established by the NYSE and the Securities Exchange Act of 1934. Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a breach by our general partner of any duties it may owe us or our unitholders. In addition, we have a separately-designated standing audit committee established in accordance with the Securities Exchange Act of 1934 and a compensation committee. The five independent members of the board of directors of our general partner, Messrs. Hailer, McCool, Owens and Pereira and Ms. McGrory, serve as the sole members of the conflicts, audit and compensation committees.
Even though most companies listed on the NYSE are required to have a majority of independent directors serving on the board of directors of the listed company and establish and maintain an audit committee, a compensation committee and a nominating/corporate governance committee, each consisting solely of independent directors, the NYSE does not require a listed limited partnership like us to have a majority of independent directors on the board of directors of our general partner or to establish a compensation committee or a nominating/corporate governance committee.
No member of the audit committee is an officer or employee of our general partner or director, officer or employee of any affiliate of our general partner. Furthermore, each member of the audit committee is independent as defined in the listing standards of the NYSE. The board of directors of our general partner has determined that a member of the audit committee, namely Jaime Pereira, is an “audit committee financial expert” as defined by the SEC.
Among other things, the audit committee is responsible for reviewing our external financial reporting, including reports filed with the SEC, engaging and reviewing our independent auditors and reviewing procedures for internal auditing and the adequacy of our internal accounting controls.
We are managed and operated by the directors and executive officers of our general partner. Our operating personnel are employees of our general partner or certain of our operating subsidiaries.
All of our executive officers devote substantially all of their time to managing our businesses and affairs, but from time to time certain executive officers perform or have performed services for other entities controlled by the Slifka family. Please read Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence—Services Agreement.” Our non-management directors devote as much time as is necessary to prepare for and attend board of directors and committee meetings.
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Set forth below are the names, ages (as of February 22, 2024) and titles of persons currently serving as directors and executive officers of our general partner:
Name |
| Age |
| Position with Global GP LLC |
|
Richard Slifka |
| 83 |
| Chairman | |
Eric Slifka |
| 58 |
| President, Chief Executive Officer and Vice Chairman | |
Mark A. Romaine |
| 55 |
| Chief Operating Officer | |
Gregory B. Hanson |
| 46 |
| Chief Financial Officer | |
Matthew Spencer |
| 45 |
| Chief Accounting Officer | |
Sean T. Geary |
| 56 |
| Chief Legal Officer and Secretary | |
Robert J. McCool |
| 85 |
| Director | |
Jaime Pereira |
| 69 |
| Director | |
John T. Hailer | 63 | Director | |||
Robert W. Owens |
| 70 |
| Director | |
Clare McGrory |
| 48 |
| Director |
Richard Slifka was elected Vice Chairman of the Board of our general partner in March 2005 and became Chairman in March 2014. He had been employed with Global Companies LLC or its predecessors since 1963. Mr. Slifka served as Treasurer and a director of Global Companies LLC since its formation in December 1998. Mr. Slifka also was a shareholder, a director and the President of Global Petroleum Corp., a privately held affiliated company that had owned, operated and leased to us our petroleum products storage terminal located in Revere, Massachusetts until we acquired the terminal in January 2015. Mr. Slifka is a past director of the New England Fuel Institute and currently serves as president of the Independent Fuel Terminal Operators Association. He served on the Boston Medical Center Corporation Board of Trustees from 2006–2019 and on the BMC Health System, Inc., Board of Trustees from 2013–2021. He currently serves on the board of directors of St. Francis House. Mr. Slifka served as a director of the National Multiple Sclerosis Society from 1988–2019. Mr. Slifka’s extensive knowledge of the oil industry in general and of our history, customers and suppliers make him uniquely qualified to serve as our Chairman of the Board. Richard Slifka is the brother of the late Alfred A. Slifka.
Eric Slifka was elected President, Chief Executive Officer and director of Global GP LLC, the general partner of Global Partners LP, in March 2005 and became Vice Chairman in March 2014. He has been employed with Global Companies LLC or its predecessors since 1987. Mr. Slifka served as President and Chief Executive Officer and a director of Global Companies LLC since July 2004 and as Chief Operating Officer and a director of Global Companies LLC from its formation in December 1998 to July 2004. Prior to 1998, Mr. Slifka held various senior positions in the accounting, supply, distribution and marketing departments of the predecessors to Global Companies LLC. He is a member of the National Petroleum Council and serves on the board of directors of the Energy Policy Research Foundation, Inc. and Massachusetts General Hospital President’s Council. Mr. Slifka’s extensive knowledge of the energy industry in general and of our history, customers and suppliers make him uniquely qualified to serve as our Vice Chairman of the Board. Mr. Slifka is the son of the late Alfred A. Slifka and the nephew of Richard Slifka.
Mark A. Romaine has been Chief Operating Officer of Global Partners LP since July 2013. Mr. Romaine served as the Senior Vice President of Light Oil Supply and Distribution for Global Partners LP from 2006 until June 2013. He joined a predecessor company to Global Companies LLC in 1998 as Premium Fuels Marketing Manager. His experience in the petroleum products industry includes operations and marketing positions with Plymouth, MA-based Volta Oil. Mr. Romaine received a bachelor’s degree from Providence College and an MBA from the University of Massachusetts.
Gregory B. Hanson was appointed by the Board of Directors of our general partner to serve as the Chief Financial Officer of Global Partners LP, commencing September 1, 2021. Mr. Hanson previously served as Treasurer of our general partner and of Global Partners LP from August 2014 through August 2021. Mr. Hanson has more than 20 years of financial experience. Before joining the Partnership in 2013, he served as a Senior Vice President at GE Energy Financial Services and RBS Citizens Financial Group. Before that, he worked for Merrill Lynch Capital and Bank of America. Mr. Hanson received a bachelor’s degree from Colby College and an MBA from Babson College’s
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Franklin W. Olin School of Business.
Matthew Spencer was appointed by the Board of Directors of our general partner to serve as the Chief Accounting Officer of Global Partners LP, commencing January 1, 2018. Mr. Spencer served as Controller of the general partner from September 2012 through December 2017. Mr. Spencer joined the Partnership from SharkNinja Operating LLC (formerly Euro-Pro Operating LLC), where he served as Assistant Controller. Prior to that, he was a Senior Manager at Ernst & Young LLP. Mr. Spencer is a member of the Northborough-Southborough Regional School Committee.
Sean T. Geary was appointed by the Board of Directors of our general partner to serve as the Chief Legal Officer of Global Partners LP, commencing March 1, 2022. Mr. Geary joined the Partnership in 2005, bringing more than a decade of experience at large law firms. He later became the Partnership’s Deputy General Counsel and Vice President, Mergers & Acquisitions before being named Acting General Counsel in 2021. Mr. Geary received a bachelor’s degree from the University of Vermont and a J.D. from Boston University School of Law. Mr. Geary serves on the board of directors of Christmas in the City, Inc. and is the President, Director and Secretary of Global for Good Fund, Inc.
Robert J. McCool was elected to serve as a director of our general partner, the chair of the conflicts committee of the board of directors of our general partner, and a member of the compensation and audit committees of the board of directors of our general partner in October 2005. In September 2020, he was designated co-chair of the conflicts committee. He served as an Advisor to Tetco Inc., a privately held company in the energy industry, for 15 years and has been in the refined petroleum industry for over 40 years. He worked for Mobil Oil for 33 years in various positions including manager, planning and financial analysis, controller, manager U.S. lubricants operations and manager, budget and controls for U.S. acquisitions. Mr. McCool retired in 1998 having served as Executive Vice President responsible for Mobil Oil’s North and South America marketing and refining business. Mr. McCool’s extensive experience with the financial, accounting and managerial aspects of the refined petroleum products industry make him well qualified to serve as a director of our general partner. Mr. McCool has announced his retirement as a director of our general partner and as a member of the conflicts, compensation and audit committees of the board, effective March 1, 2024.
Jaime Pereira was elected to serve as a director of our general partner and as a member of the conflicts, compensation and audit committees of the board of directors of our general partner in October 2021. Mr. Pereira was appointed as the chair of the audit committee as of January 1, 2022. Mr. Pereira has over forty years of accounting and advisory experience working with a wide variety of domestic and international, public and private companies, including serving as a partner at international accounting firm Ernst & Young LLP for 20 years. At Ernst & Young, Mr. Pereira was responsible for the Consumer Products practice in the Northeast Region and was the coordinating partner for Global Partners LP and other clients such as Bruker Corporation and Au Bon Pain. Mr. Pereira has been a member of the American Institute of Certified Public Accountants, and he currently serves on the Boards of Roche Bros. Supermarkets Co.. Mr. Pereira is a graduate of the University of Massachusetts Amherst and presently serves on the Business Advisory Council for the Isenberg School of Management. Mr. Pereira’s prior audit history with the Partnership and his extensive experience with the accounting aspects of the energy and retail industries make him well qualified to serve as a director of our general partner.
John T. Hailer was elected to serve as a director of our general partner and as a member of the conflicts, compensation and audit committees of the board of directors of our general partner in July 2018. In September 2020, he was designated co-chair of the conflicts committee. He is President of the 1251 Asset Management division of 1251 Capital Group, a Boston-based financial services company that owns a concentrated group of companies in the asset management and insurance sectors. Prior to joining 1251 Capital Group, he spent more than 18 years at Natixis Investment Managers (formerly Natixis Global Asset Management; “Natixis”) and joined that firm in 1999. Mr. Hailer formerly served as Natixis’ President and Chief Executive Officer for the Americas and Asia, where he helped that company strategically reposition as a global solutions provider and grow to become one of the world’s largest asset managers. Before joining Natixis, Mr. Hailer was responsible for new business development in North and Latin America at Fidelity Investments Institutional Services Company and was director of retail business development for Putnam Investments. He serves as a trustee on several other boards including Boston Medical Center and the Boston Public Library. Mr. Hailer also serves as the Chairman of the Board for each of the New England Council and the Back Bay
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Association. Mr. Hailer previously served as a member of Beloit College’s Board of Trustees. Mr. Hailer’s broad experience in the financial services industry, as well as his significant capital markets and financial experience, make him a valuable member of our board of directors.
Robert W. Owens was elected to serve as a director of our general partner and as a member of the conflicts, compensation and audit committees of the board of directors of our general partner in October 2020. On January 1, 2022, he was designated chair of the compensation committee. He has more than 40 years of experience in the energy industry. He served as President and Chief Executive Officer of Sunoco LP (“Sunoco”) from 2012 until his retirement in 2017, and as a member of the board of directors of Sunoco from 2014 through 2018. Mr. Owens helped successfully grow Sunoco through a series of strategic transactions, including the acquisition of Susser Holdings Corporation. Prior to joining Sunoco in 1997, he served in executive roles for Ultramar Diamond Shamrock Corporation, Amerada Hess Corporation and Mobil Oil Corporation. Mr. Owens served as a member of the board of directors of Philadelphia Energy Solutions, Inc. (“PES”) from 2012 through the sales of the PES refinery to Hilco Redevelopment Partners in June 2020. Mr. Owens’ executive leadership experience and governance expertise, built over more than four decades in diverse aspects of the energy industry, make him well qualified to serve as a director of our general partner.
Clare McGrory was elected to serve as a director of our general partner and as a member of the conflicts, compensation and audit committees of the board of directors of our general partner in March 2023. Since 2016, Ms. McGrory has served as Chief Financial Officer (“CFO”), Chief Compliance Officer and partner of Atairos Management LP (“Atairos”). Atairos is an independent strategic investment firm focused on backing growth-oriented businesses across a wide range of industries. Ms. McGrory has over 13 years of experience in the energy industry, including serving as the CFO, Executive Vice President, and Treasurer of Sunoco, LP (“Sunoco”), a publicly traded retail marketing and fuel distribution business. At Sunoco, Ms. McGrory had responsibility for investor relations, business strategy, treasury, accounting, external reporting, internal audit, and other oversight responsibilities. Ms. McGrory received a Bachelor of Science degree in accounting from Villanova University and a Master of Business Administration from the Villanova School of Business Executive MBA Program. She is an adjunct professor at Villanova University and serves on the Board of Directors for the Boys & Girls Clubs of Philadelphia. Ms. McGrory’s financial, accounting, and executive leadership experience, including 13 years within the energy industry, make her well qualified to serve as a director of our general partner.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires directors and executive officers of our general partner and persons who beneficially own more than 10% of a class of our equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (“Reporting Persons”) to file certain reports with the SEC and the NYSE concerning their beneficial ownership of such securities. Based solely upon a review of the copies of reports on Forms 3, 4 and 5 and amendments thereto furnished to us, or written representations that no reports on Form 5 were required, we believe that all Reporting Persons complied with all Section 16(a) filing requirements in the year ended December 31, 2023, with the exception of: (i) two Form 4s for each of our Named Executive Officers with respect to reporting their March 3, 2023 and May 3, 2023 Phantom Unit Award grants on their August 31, 2023 Form 4 filings; (ii) the August 31, 2023 Form 4 filing for our President, CEO and Vice-Chair also included reporting on the February 28, 2023 receipt of common units from a family member’s Grantor Retained Annuity Trust by himself, and by certain family trusts of which he is the trustee; (iii) one Form 4 filing dated January 6, 2023 for each of our Independent Directors (other than Ms. McGrory) with respect to reporting on their receipt of October 14, 2022 Phantom Unit Award grants while also reporting on the January 1, 2023 vesting of those awards; and (iv) Form 4s filed on August 24, 2023 by two of our Independent Directors, one of which included reporting on a May 17, 2023 sale of common units by his spouse, and one of which included reporting on an August 9, 2023 purchase of common units by the Independent Director.
Executive Sessions
The board of directors of our general partner holds executive sessions for the non-management directors on a regular basis without management present. Since the non-management directors include directors who are not independent directors, the independent directors also meet in separate executive sessions without the other directors or management at least once each year to discuss such matters as the independent directors consider appropriate. In
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addition, any director may call for an executive session of non-management or independent directors at any board meeting. A majority of the independent directors selects a presiding director for any such executive session.
Communications with Unitholders, Employees and Others
Unitholders, employees and other interested persons who wish to communicate with the board of directors of our general partner, non-management or independent directors as a group, a committee of the board or a specific director may do so by transmitting correspondence addressed to the Board of Directors, Name of Director, Group or Committee, c/o Corporate Secretary, Global Partners LP, P.O. Box 9161, 800 South Street, Suite 500, Waltham, MA 02454-9161, Fax: 781-398-9211.
Letters addressed to the board of directors of our general partner in general will be reviewed by the corporate secretary and relayed to the chairman of the board or the chair of the appropriate committee. Letters addressed to the non-management or independent directors in general will be relayed unopened to the chair of the audit committee. Letters addressed to a committee of the board of directors or a specific director will be relayed unopened to the chair of the committee or the specific director to whom they are addressed. All letters regarding accounting, accounting policies, internal accounting controls and procedures, auditing matters, financial reporting processes or disclosure controls and procedures are to be forwarded by the recipient director to the chair of the audit committee.
Code of Ethics
Our general partner has adopted a code of business conduct and ethics that applies to all officers, directors and employees of our general partner, including the principal executive officer, principal financial officer and principal accounting officer, and to our subsidiaries and their officers, directors and employees.
A copy of the code of business conduct and ethics is available on our website at www.globalp.com or may be obtained without charge upon written request to the Chief Legal Officer at: Global Partners LP, P.O. Box 9161, 800 South Street, Suite 500, Waltham, MA 02454-9161.
Corporate Governance Matters
The NYSE requires the Chief Executive Officer of each listed company to certify annually that he is not aware of any violation by the company of the NYSE corporate governance listing standards as of the date of the certification, qualifying the certification to the extent necessary. The Chief Executive Officer of our general partner provided such certification to the NYSE in 2023.
The certifications of our general partner’s Chief Executive Officer and Chief Financial Officer required by the Securities Exchange Act of 1934 are included as exhibits to this Annual Report on Form 10-K.
Item 11. Executive Compensation.
All of our executive officers and substantially all of our employees are employed by our general partner, except for our gasoline station and convenience store employees who are employed by Global Montello Group Corp. (“GMG”) or SPR Operator LLC (“SPR Operator”) and certain union personnel. Our general partner does not receive any management fee or other compensation for its management of Global Partners LP. Our general partner and its affiliates are reimbursed for expenses incurred on our behalf. These expenses include the costs of employee, executive officer and director compensation and benefits properly allocable to Global Partners LP. Our partnership agreement provides that our general partner will determine the expenses that are allocable to Global Partners LP.
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Compensation Discussion and Analysis
We are managed and operated by the executive officers of our general partner. Executive officers of our general partner receive compensation in the form of base salaries, short-term incentive awards (contractual and/or discretionary) and long-term incentive awards. They also are eligible to participate in employee benefit plans and arrangements sponsored by our general partner or its affiliates, including plans that may be established by our general partner or its affiliates in the future. Our named executive officers (“NEOs”) serve as executive officers of our general partner and each of our wholly-owned subsidiaries. The compensation described herein reflects their total compensation for services to us, our general partner and our subsidiaries.
In 2023, our NEOs were (i) Mr. Eric Slifka, our Chief Executive Officer (“CEO”); (ii) Mr. Gregory B. Hanson, our Chief Financial Officer (“CFO”); and (iii) the three most highly compensated executive officers of our general partner other than our CEO and CFO during 2023, who were Mr. Mark A. Romaine, our Chief Operating Officer (“COO”), Mr. Sean T. Geary, our Chief Legal Officer and Mr. Matthew Spencer, our Chief Accounting Officer. Each of our NEOs had an employment agreement with our general partner during 2023.
The compensation committee of the board of directors of our general partner (the “Compensation Committee”) has direct responsibility for the compensation of our CEO based upon (i) contractual obligations pursuant to any employment agreement or arrangement between our CEO and our general partner, and (ii) compensation parameters established by the Compensation Committee with respect to salary adjustments, incentive plans and discretionary bonuses, if any. The Compensation Committee also has oversight and approval authority for the compensation of our NEOs other than our CEO based upon our CEO's recommendations, including awards under any incentive plans in which the NEOs participate, and our general partner's contractual obligations pursuant to any employment agreements or arrangements with our NEOs.
Compensation Objectives
The objectives of our compensation program with respect to our NEOs are to attract, engage and retain individuals with the requisite knowledge, experience and skill sets required for our future success. Our compensation program is intended to motivate and inspire employee behavior that fosters high performance, and to support our overall business objectives. To achieve these objectives, we aim to provide each NEO with a competitive total compensation program. We currently utilize the following compensation components:
| ● | Base salaries and benefits designed to attract and retain high caliber employees; |
| ● | Short-term, performance-based incentive and discretionary cash and/or equity-based bonus awards designed to focus employees on key business objectives for a particular year; and |
| ● | Long-term, equity-based incentive awards designed to support the achievement of our long-term business objectives and the retention of key personnel. |
Compensation Methodology
Under our executive compensation structure, our goal is to target our NEOs’ total compensation within a competitive range of market benchmarks. Specific competitive positioning is determined based on various factors, including specifically the scope and responsibilities of the NEOs, their experience and tenure in their roles, and their performance. Overall Partnership performance and individual performance may result in realized compensation being higher or lower than the targeted compensation levels.
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Our general partner uses a third-party compensation consultant to study and supply market compensation data and to assist our management and the Compensation Committee in formulating competitive compensation plans and arrangements. The Compensation Committee retained Meridian Compensation Partners, LLC (“MCP”) as its compensation consultant for 2023.
MCP is an independent compensation consulting firm and does not provide any services to us outside of matters pertaining to executive officer and director compensation. MCP reports directly to the Compensation Committee, which is solely responsible for determining the scope of services performed by MCP and the directions given to MCP regarding the performance of such services. MCP attends Compensation Committee meetings as requested by the Compensation Committee.
The Compensation Committee determined that the services provided by MCP to the Compensation Committee during 2023 did not give rise to any conflicts of interest. The Compensation Committee made this determination by assessing the independence of MCP under the six independence factors adopted by the SEC and incorporated into the NYSE Corporate Governance Listing Standards. Further, in making this assessment, the Compensation Committee considered MCP’s written correspondence to the Compensation Committee that affirmed the independence of MCP and the partners, consultants and employees who provide services to the Compensation Committee on executive and director compensation matters.
MCP worked with the Compensation Committee in 2023 to (i) review and update our reference group of peer companies for performance assessment purposes; (ii) help determine competitive compensation ranges and target compensation opportunities for each of our NEOs; (iii) review and consider the design of, create the payment grid for, and update performance targets, performance metrics and related award levels for our NEO under, our general partner’s short-term incentive plan (the “STIP”) for 2023; (iv) review and consider the design of, create the payment grid for, and update performance targets, performance metrics and related award levels for our NEOs under, our general partner’s long-term incentive plan (“LTIP”) for 2023; (v) assist with a review of updated information for current three-year (2022-2024) employment agreements for our NEOs; (vi) assist with compensation information related to the 2023 Form 10-K and support discussions between the Compensation Committee and our CEO; and (vii) assist with determination of compensation for independent directors.
Highlights of Compensation Program Policies for Named Executive Officers
The key highlights of our 2023 compensation program for our NEOs is outlined below:
| ● | A significant portion of total direct compensation for our NEOs is variable, dependent upon the Partnership’s actual performance (e.g., short-term, performance-based incentives and equity-based long-term incentives, some of which are performance-based); |
| ● | Annual equity awards; |
| ● | Performance-based incentive awards are capped at 200% of target; |
| ● | Performance-based incentive awards are earned based on achievement against pre-determined performance metrics, which are tied to our business plan and drive unitholder value; and |
| ● | The Compensation Committee engages the assistance of an independent compensation consultant. |
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Elements of Compensation
Our NEO compensation structure utilizes complementary components to align our compensation with the needs of our business and to provide for desired levels of pay that competitively compensate our executive management personnel. We administer the program on the basis of total compensation. As described above, our goal is to target total compensation levels (i.e., base salary plus short- and long-term incentives) for our NEOs to fall within a competitive range of market benchmarks, which typically means between the median (50th percentile) and 75th percentile of compensation levels in our competitive marketplace. When we perform above or below our performance goals, we expect that result will be reflected in our compensation levels.
The elements of the 2023 NEO compensation of our general partner were base salaries, short-term incentive awards, discretionary bonuses, long-term equity incentive awards, retirement and health benefits, and perquisites consistent with those provided to executive officers generally and as may be approved by the Compensation Committee from time to time. Descriptions of the elements of the compensation program, their relationship to our compensation objectives, and principles used to guide their administration appear below:
Component | Objective |
Base salaries; other benefits and perquisites | Attract and retain high caliber employees. |
Short-term (cash-based) awards; discretionary bonus awards | Focus employees on key business objectives for a particular year. |
Long-term (equity-based and/or cash-based) awards | Support the achievement of our long-term business objectives and the retention of key personnel. |
We use base salaries to provide financial stability and to compensate our NEOs for fulfillment of their respective job duties.
Our STIP, along with the use of discretionary bonus awards, align a significant portion of our NEOs’ compensation with annual business performance and success, and provide rewards and recognition for key business outcomes such as achieving increased quarterly distributions in line with our financial results, expanding our distribution, marketing and sales of petroleum products, expanding our gasoline station and convenience store assets and the geographic markets that we serve, diversifying our product mix to enhance profitability, and effectively managing our business. Short-term performance-based incentives also allow flexibility to reward performance and individual success consistent with such criteria as may be established from time to time by our CEO and the Compensation Committee.
Our long-term equity awards and cash awards provide incentives and reward eligible participants for the achievement of long-term objectives, facilitate the retention of key employees by aligning their incentives with our long-term performance, continue to make our compensation mix more competitive, and align the interests of management with those of our unitholders.
We offer a mix of traditional employee benefits and other perquisites such as automobile fringe benefits and, for our CEO, country/golf club memberships that are tailored to address our NEOs’ individual needs in order to facilitate the performance of their job duties and to be competitive with the total compensation packages available to other executive officers generally.
2023 NEO Compensation
Base Salaries
Each NEO’s base salary is a fixed component of compensation for each year. Base salary is designed to compensate each NEO for his role and responsibilities and sustained individual performance (including experience,
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scope of responsibility, results achieved and future potential). Historically, the base salaries for our NEOs with employment agreements have been set by the terms of their respective employment agreements in effect from time to time. In March 2023, the Compensation Committee ratified and approved increases in base salary for the NEOs with the exception of Mr. Slifka, based upon its desire to bring pay levels closer to competitive market levels. As such, the annualized base salaries in effect as of the end of 2023 for our NEOs were as follows: $1,000,000 for Mr. Slifka, $675,000 for Mr. Romaine; $475,000 for Mr. Hanson; $410,000 for Mr. Geary; and $325,000 for Mr. Spencer.
Short-Term Incentive Plans
Our general partner established a STIP for each of our NEOs in March 2023, at which time payout targets (expressed as a percentage of each NEO’s base salary) were established by the Compensation Committee. Target awards under our general partner’s 2023 STIP included a performance-based component, for which 50% of the cash bonus pool was available (the “STIP Performance Component”), and a discretionary component, for which the other 50% of the cash bonus pool was available (the “STIP Discretionary Component”). The STIP Performance Component of incentive awards earned under the 2023 STIP were based on the Partnership’s actual performance in relation to goals for (i) our earnings before interest, taxes, depreciation and amortization (“EBITDA”), with a 35% weighting towards the STIP Performance Component, and (ii) our distributable cash flow before payment to preferred unitholders (“DCF”), with a 15% weighting towards the STIP Performance Component (the EBITDA and DCF goals, collectively, the “2023 Performance Objective”). The 2023 Performance Objective was established by the Compensation Committee in May 2023. The EBITDA component of the 2023 Performance Objective was selected by the Compensation Committee because it represents an accurate indicator of our performance over a specific period of time. The DCF component of the 2023 Performance Objective was selected by the Compensation Committee because it represents an accurate indicator of our success to provide a cash return on our limited partners’ investment in us. EBITDA and DCF are discussed in more detail under “Results of Operations – Evaluating Our Results of Operations”. Under the 2023 STIP, due to unpredictable and volatile variables outside of the control of the Partnership that may positively or negatively impact the Partnership’s 2023 results of operations, for purposes of determining whether the 2023 Performance Objective was achieved, EBITDA may be adjusted by the Compensation Committee in its discretion to account for unusual, one-time factors that occurred during the year and could have increased or decreased EBITDA.
The Compensation Committee ratified and approved increases in the STIP target values for the NEOs under the 2023 STIP as compared to the 2022 STIP based upon its desire to bring pay levels closer to competitive market levels. The 2023 incentive target values were: 150% (or $1,500,000) for Mr. Slifka; 100% (or $675,000) for Mr. Romaine; 85% (or $404,000) for Mr. Hanson; 80% (or $328,000) for Mr. Geary; and 75% (or $244,000) for Mr. Spencer. 50% of the incentive target value for each NEO was allocated to their STIP Performance Component and 50% was allocated to their STIP Discretionary Component.
STIP Performance Component (50% of the incentive target value).—Under the terms of the 2023 STIP, each NEO could have earned between 0% and 200% of their respective incentive target value based on achieved performance against pre-set performance goals, specifically EBITDA (weighted at 70% of the STIP Performance Component) and DCF (weighted at 30% of the STIP Performance Component). With respect to the EBITDA performance goal, the threshold was set at $225,000,000, the target was set at $300,000,000 and the maximum was set at $330,000,000. With respect to the DCF performance goal, the threshold was set at $117,774,750, the target was set at $157,033,000 and the maximum was set at $172,736,300. If the applicable threshold was not achieved for the EBITDA performance goal and the DCF performance goal, then no amounts would have been paid under the 2023 STIP with respect to the STIP Performance Component.
With respect to the EBITDA performance goal, we exceeded the maximum level of performance based on our EBITDA of $356,363,000. With respect to the DCF performance goal, we also exceeded the maximum level of performance based on our DCF of $202,709,000. Accordingly, our NEOs received the following payouts under the STIP Performance Component for 2023: $1,500,000 for Mr. Slifka; $675,000 for Mr. Romaine; $404,000 for Mr. Hanson; $328,000 for Mr. Geary; and $244,000 for Mr. Spencer.
STIP Discretionary Component (50% of the incentive target value).—The STIP Discretionary Component is intended to be used as a discretionary award, allowing the Compensation Committee to analyze other factors that it may
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consider for determining the STIP Discretionary Component. Such factors may include, without limitation, market factors and significant acquisitions, developments and ventures accomplished by us, management of our business in the face of adverse market conditions and, as may be applicable, the contributions of any or all of the NEOs. Mr. Slifka’s evaluation of our NEOs’ performance in 2023 included the recognition that their individual and collective performances were excellent, completing over $400 million in transformative acquisitions and investments which significantly increased our operational footprint (providing additional scale, diversification and opportunities for growth), strong financial performance exceeding both EBITDA and DCF goal ranges, continued optimization of our existing business, and prudent and proactive balance sheet management (including significant and successful capital raising to facilitate acquisitions), enhancing liquidity and strengthening our balance sheet.
In considering whether, and in what amount(s), to grant any or all of our NEOs 2023 STIP Discretionary Component awards, the Compensation Committee recognized that our business performance in 2023 was strong, with our leadership team successfully managing external challenges and fulfilling many important initiatives. The Compensation Committee noted that our NEOs, individually and collectively, have continued to effectively oversee development of activities and staffing consistent with our strategies and growth objectives, and that they encourage the identification of and response to new opportunities as they arise. The following initiatives were undertaken by us under the leadership of Mr. Slifka and executed by our NEOs to strategically continue to acquire, invest in and optimize synergistic, high-quality assets that complement our operational capabilities, strengthen our balance sheet, and enhance our liquidity in order to be in a position to pursue opportunities fundamental to our growth strategy. Our 2023 initiatives included:
| ● | On December 21, 2023, we completed the acquisition of twenty-five (25) refined product terminals along the Atlantic Coast, in the Southeast and in Texas from Motiva Enterprises LLC (“Motiva”), which terminals have an aggregate shell capacity of approximately 8.4 million barrels. The acquisition is underpinned by a twenty-five (25) year take-or-pay throughput agreement with Motiva that includes minimum annual revenue commitments. The purchase price was approximately $312.2 million, including inventory. |
| ● | On June 1, 2023, Spring Partners Retail LLC, a joint venture owned by us and Exxon Mobil Corporation (the “Spring Partners JV”), completed its acquisition of 64 Houston-area convenience and fueling facilities from certain Landmark entities. The Spring Partners JV’s assets are managed and operated by SPR Operator LLC, our wholly owned and indirect subsidiary. |
| ● | On October 23, 2023, we, through our wholly owned subsidiary, Global Everett Landco, LLC, and Everett Investor LLC entered into a Limited Liability Company Agreement of Everett Landco GP, LLC to form a joint venture to acquire, decommission and redevelop the former ExxonMobil terminal in Everett, MA (the “Joint Venture”). Everett Investor LLC is 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. We agreed to invest up to $30.0 million for an initial 30% ownership interest in the Joint Venture. |
| ● | On February 2, 2023, we amended our credit agreement to, among other things, (i) permit us to request up to two reallocations per calendar year (each, a “Reallocation”) of a portion of the working capital commitment, the aggregate working capital interim commitment, and/or the aggregate revolver commitment to the aggregate working capital commitment, the aggregate working capital interim commitment and/or the aggregate revolver commitment, as applicable, each such Reallocation to be a minimum of $50 million and, after giving effect to any such Reallocation, the amount of the aggregate commitments shall remain the same; and (ii) Reallocation of $150 million of the aggregate working capital commitment to the aggregate revolver commitment, effective February 2, 2023, after which the aggregate working capital commitments are $950 million, and the revolver commitment is $600 million. |
| ● | On December 7, 2023, we amended our credit agreement to, among other things, (i) reallocate $300 million of the aggregate working capital commitment to the aggregate revolver commitment; and (ii) exercise the accordion feature in the credit agreement to increase the aggregate working capital interim commitments by $200 million. |
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| ● | Continuing commitment to invest in our infrastructure. |
| ● | Continuing optimization of fuel margins and volumes in both our GDSO and Wholesale segments. |
| ● | Ongoing divestiture of non-strategic assets and optimization of our retail portfolio through strategic conversion class of trade conversions. |
Taking into account Mr. Slifka’s assessment, the Partnership’s results of operations for 2023, as well as the Compensation Committee’s review of the individual performance of each of our NEOs in 2023, the Compensation Committee awarded our NEOs the following payouts under the STIP Discretionary Component for 2023: $1,500,000 for Mr. Slifka; $675,000 for Mr. Romaine; $404,000 for Mr. Hanson; $328,000 for Mr. Geary; and $244,000 for Mr. Spencer.
Discretionary Bonuses
Our compensation program for NEOs contains a provision for the Compensation Committee to award discretionary bonus(es) to recognize significant contributions made by one or more of the NEOs during the course of the year. These are non-guaranteed awards and are not associated with any of our incentive plans. The Compensation Committee may make discretionary bonus awards to our CEO. Our CEO may also recommend discretionary bonus awards for any or all of the other NEOs for consideration and approval by the Compensation Committee for similar purposes.
On February 23, 2023, based on the specific contributions made by each NEO during their 2022 service, the Compensation Committee awarded the following discretionary cash bonuses to our NEOs which were paid in March 2023: $500,000 for Mr. Slifka; $287,500 for Mr. Romaine; $159,500 for Mr. Hanson; $140,500 for Mr. Geary; and $112,500 for Mr. Spencer. At the same time, the Compensation Committee also awarded to each of our NEOs a supplemental discretionary equity-based award under the LTIP for an equivalent grant date value as their discretionary cash bonus. The February 23, 2023 LTIP awards, which vested on February 23, 2024, were granted in the following amounts: 14,501 phantom units for Mr. Slifka; 8,338 phantom units for Mr. Romaine; 4,626 phantom units for Mr. Hanson; 4,075 phantom units for Mr. Geary; and 3,263 phantom units for Mr. Spencer. Please see Long-Term Equity Incentive Awards—2023 Phantom Unit Awards.
Long-Term Equity Incentive Awards
The Compensation Committee uses time-based phantom unit awards (each, a “Time Phantom Unit Award”) and performance-based phantom units awards (each, a “Performance Unit Award”), each with distribution equivalent rights (“DERs”) under the LTIP in its NEO compensation design.
2023 Phantom Unit Awards.— On March 3, 2023, the Compensation Committee authorized the grant to each of our NEOs of a Performance Phantom Unit Award and a Time Phantom Unit Award. In addition, the Compensation Committee authorized the following two supplemental discretionary awards: (a) on February 23, 2023, awards each comprised of a (i) 50% cash component, and (ii) 50% Time Phantom Unit Award component that has a one (1) year cliff vest (see the table in the section titled “2023 NEO Compensation—Discretionary Awards” above); and (b) on May 3, 2023, a 2023 Time Phantom Unit Award with a two (2) year cliff vest as follows: 50,471 for Mr. Slifka; 33,647 for Mr. Romaine; 8,412 for Mr. Hanson; 8,412 for Mr. Geary; and 5,047 for Mr. Spencer.
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The 2023 Performance Phantom Unit Awards represent the right to receive phantom units (or an equivalent amount of cash) in an amount up to 200% of the target number of phantom units subject to (i) such 2023 Performance Phantom Unit Award, and (ii) the NEO’s continued employment and satisfaction of performance criteria based on our DCF for a three (3) year cumulative performance period that begins on January 1, 2023 and ends on December 31, 2025, with the phantom units vesting upon completion of the overall three-year performance period and certification of the applicable level of achievement by the Compensation Committee. The Compensation Committee will calculate our cumulative DCF for the overall three-year performance period and, based on the aggregate results for such years, the number of phantom units earned under each 2023 Performance Phantom Unit Award could range from 0% to 200% of target. The Performance Phantom Unit Award targets are as follows: 64,378 for Mr. Slifka; 23,605 for Mr. Romaine; 16,309 for Mr. Hanson; 11,803 for Mr. Geary; and 7,869 for Mr. Spencer.
The 2023 Time Phantom Unit Awards represent the right to receive phantom units (or an equivalent amount of cash) on the applicable vesting date(s). On February 23, 2023, the Compensation Committee granted to our NEOs the following Time Phantom Unit Awards: 14,501 phantom units for Mr. Slifka; 8,338 phantom units for Mr. Romaine; 4,626 phantom units for Mr. Hanson; 4,075 phantom units for Mr. Geary; and 3,263 phantom units for Mr. Spencer, all of which vested on February 23, 2024. On March 3, 2023, the Compensation Committee granted to our NEOs the following Time Phantom Unit Awards: 64,377 phantom units for Mr. Slifka; 23,605 phantom units for Mr. Romaine; 16,309 phantom units for Mr. Hanson; 11,802 phantom units for Mr. Geary; and 7,868 phantom units for Mr. Spencer, all of which vested or are eligible to vest in three substantially equal installments on January 5 of 2024, 2025 and 2026, subject to the NEO’s continued employment through such vesting dates. On May 3, 2023, the Compensation Committee granted to our NEOs the following Time Phantom Unit Awards: 50,471 phantom units for Mr. Slifka; 33,647 phantom units for Mr. Romaine; 8,412 phantom units for Mr. Hanson; 8,412 phantom units for Mr. Geary; and 5,047 phantom units for Mr. Spencer, all of which will cliff vest on May 3, 2025, subject to the NEO’s continued employment through such vesting date.
The 2023 Time Phantom Unit Awards granted on March 3, 2023 represent our traditional annual equity incentive award grants designed to incentivize and reward our NEOs and provide a long-term retentive goal. The 2023 Time Phantom Unit Awards granted on February 23, 2023 and May 3, 2023 represent supplemental discretionary awards designed to reward the NEOs for their extraordinary performance in 2022 and the Partnership’s outstanding financial performance in 2022, as well as for positioning the Partnership for future growth and strength in the face of volatility in the commodity markets, geopolitical and logistical challenges, and a changing industry.
2022 Phantom Unit Awards— In 2022, each of our NEOs received (i) a performance-based phantom unit award with DERs (a “2022 Performance Phantom Unit Award”) and (ii) a time-based phantom unit award with DERs (a “2022 Time Phantom Unit Award”). The 2022 Performance Phantom Unit Awards are subject to three consecutive one-year performance periods, with the first one-year performance period having commenced on January 1, 2022. Based on the aggregate results for each of the three one-year performance subperiods within the overall three-year performance period, an NEO may earn between 0% and 200% of the target number of phantom units based on achieved performance against the applicable DCF performance goal for such one-year performance period. Generally, an NEO must be continuously employed over the three-year period ending on December 31, 2024 in order for any earned 2022 Performance Phantom Unit Awards to vest, subject to certain exceptions.
The 2022 Time Phantom Unit Awards represent the right to receive phantom units (or an equivalent amount of cash) and vested or are eligible to vest in three substantially equal installments on January 1 of 2023, 2024 and 2025 (as defined in the 2022 phantom unit award agreement under the LTIP), subject to the NEO’s continued employment through such vesting dates.
For a discussion of the treatment of the 2022 and 2023 Phantom Unit Awards in the event of certain termination events, see the section titled “Potential Payments upon Termination or Change of Control” below.
Long-Term Cash Incentive Awards
Long-Term Cash Incentive Plans—The Global Partners LP 2018 Long-Term Cash Incentive Plan (as amended from time to time, the “LTCIP”) allows the board of directors of our general partner or the Compensation Committee to
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grant cash incentive awards (collectively, the “LTCIP Awards”) to our NEOs (as well as to other employees and directors) who provide services to the Partnership or its affiliates in recognition of their respective contributions to our financial results.
Once a portion of an LTCIP award vests, it is paid to the recipient as soon as practicable thereafter. Upon the occurrence of a Change of Control (as defined in the LTCIP), the unvested portion of such recipient’s LTCIP award(s) shall immediately become fully vested.
From 2018 through 2022, we granted awards to our NEOs under the LTCIP. However, no LTCIP awards were granted to our NEOs during 2023, as the Compensation Committee determined that it was more appropriate to grant phantom unit awards under the LTIP instead. For more information on such phantom unit awards, see the section titled “—Long-Term Equity Incentive Awards” above.
On June 10, 2022, the board of directors of our general partner granted awards under the LTCIP to our NEOs (each, a “2022 LTCIP Award”) in the following amounts: $4,500,000 for Mr. Slifka; $1,500,000 for Mr. Romaine; $600,000 for Mr. Hanson; $400,000 for Mr. Geary; and $600,000 for Mr. Spencer. Each 2022 LTCIP Award is subject to the following vesting schedule: 33.4% of the award vests on March 11, 2024, 33.3% of the award vests on March 11, 2025, and 33.3% of the award vests on March 11, 2026, subject to each NEO’s continued employment through such vesting dates.
In addition, on March 31, 2022, the board of directors of our general partner also granted awards under the LTCIP in the amount of $90,000 for Mr. Hanson and $50,000 for Mr. Geary in respect of their respective partial year of service prior to their becoming executive officers. We also refer to such awards as 2022 LTCIP Awards herein, which are subject to the following vesting schedule: 33.4% of the award vests on March 11, 2024, 33.3% of the award vests on March 11, 2025, and 33.3% of the award vests on March 11, 2026, subject to each such NEO’s continued employment through such vesting dates.
On October 22, 2021, the board of directors of our general partner granted awards under the LTCIP to our NEOs (each, a “2021 LTCIP Award”) in the following amounts: $3,500,000 for Mr. Slifka; $1,300,000 for Mr. Romaine; and $600,000 for Mr. Spencer. Each 2021 LTCIP Award is subject to the following vesting schedule: 33.4% of the award vested on July 10, 2023, 33.3% of the award vests on July 10, 2024, and 33.3% of the award vests on July 10, 2025, subject to each such NEO’s continued employment through such vesting dates.
On August 25, 2020, the board of directors of our general partner granted awards under the LTCIP to our NEOs (each, a “2020 LTCIP Award”) in the following amounts: $3,300,000 for Mr. Slifka; $1,200,000 for Mr. Romaine; and $400,000 for Mr. Spencer. Each 2020 LTCIP Award is subject to the following vesting schedule: 33.4% of the award vested on September 25, 2022, 33.3% of the award vested on September 25, 2023, and 33.3% of the award vests on September 25, 2024, subject to each such NEO’s continued employment through such vesting dates.
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Retirement and Health Benefits; Perquisites
Global Partners 401(k) Savings and Profit Sharing Plan
The Global Partners LP 401(k) Savings and Profit Sharing Plan (the “Global 401(k) Plan”) permits all eligible employees (including our NEOs) to make voluntary pre-tax contributions to the plan, subject to applicable tax limitations. The Global 401(k) Plan provides for employer matching contributions equal to 100% of elective deferrals up to the first 3% of eligible compensation plus 50% of elective deferrals up to the next 2% of eligible compensation. Eligible employees may elect to contribute up to 100% of their compensation to the plan for each plan year, subject to annual dollar limitations. Participants in the plan are always fully vested in any matching contributions under the plan; however, discretionary profit sharing contributions are subject to a six-year vesting schedule. The plan is intended to be tax-qualified under Section 401(a) of the Code so that contributions to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan, and so that our general partner's contributions, if any, will be deductible when made.
Pension Benefits
Each of our NEOs, other than Messrs. Hanson and Spencer, is eligible to participate in our general partner's pension plan in accordance with our general partner’s policies and on the same general basis as other employees of our general partner. Under our general partner’s pension plan, an employee becomes fully vested in his or her pension benefits after completing five years of service or, if earlier, upon termination due to death or disability. Please read “Other Benefits—Pension Benefits” for information with respect to eligibility standards and calculations of estimated annual pension benefits payable upon retirement under the pension plan. Our general partner’s pension plan was frozen on December 31, 2009, and notice of its termination election effective as of December 31, 2023 was delivered to plan participants on November 1, 2023. Settlement of obligations is expected to be completed in the second half of 2024.
Other Benefits
Each of our NEOs is eligible to participate in our general partner's health insurance plans and other employee benefit plans in accordance with our general partner’s policies and on the same general basis as other employees of our general partner.
Additional perquisites for our NEOs may include payment of premiums for long-term disability insurance, automobile fringe benefits and club membership dues and, in 2021 only, with respect to our CEO, payment of fees for professional financial planning, tax and/or legal advice.
Employment Agreements
Each of our NEOs entered into a new three-year employment agreement with our general partner effective as of January 1, 2022. We believe that the post-termination and change in control payments in the employment agreements allow our NEOs to focus on making business decisions that maximize our interests and the interests of our unitholders without allowing personal considerations to influence the decision-making process. Please read “Potential Payments upon Termination or Change of Control” for a discussion of the provisions in each employment agreement relating to termination, change in control and related payment obligations.
Tax Deductibility of Compensation
With respect to the deduction limitations imposed under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), we are a limited partnership and do not meet the definition of a “corporation” under Section 162(m). Accordingly, such limitations do not apply to compensation paid to our NEOs.
Clawback Policy
On November 7, 2023, we adopted the Global Partners LP Clawback Policy (the “Clawback Policy”). The
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Clawback Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listing Company Manual. Under the terms of the Clawback Policy, in the event of a restatement of our financial statements due to material non-compliance with any financial reporting requirement under applicable securities laws, the Compensation Committee shall take reasonably prompt action to cause us to recover the amount of any incentive compensation granted, awarded or paid to a covered employee within the preceding 36-month period to the extent the value of such compensation was in excess of the amount of incentive compensation that would have been granted, awarded or paid had the financial statements been in compliance with the financial reporting requirements. Each executive officer, including our NEOs and certain former executive officers, are considered “Covered Persons” for purposes of the Clawback Policy.
Anti-Hedging and Pledging Policies
Our Insider Trading Policy prohibits our NEOs from engaging in speculative transactions involving our securities (such as our common units), including buying or selling puts or calls, short sales, purchasing securities on margin, or otherwise hedging the risk of ownership of such securities. The Insider Trading Policy also prohibits our NEOs from pledging our securities as collateral.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this Form 10-K.
Robert W. Owens (Chair)
John T. Hailer
Robert J. McCool
Clare McGrory
Jaime Pereira
February 27, 2024
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Compensation Committee Interlocks and Insider Participation
The Compensation Committee is currently comprised of Robert W. Owens (Chair), John T. Hailer, Robert J. McCool, Clare McGrory and Jaime Pereira. Clare McGrory was appointed to the board of directors of our general partner and became a member of the Compensation Committee effective March 1, 2023. None of the members of the Compensation Committee are officers or employees of our general partner or any of its affiliates. Mr. Richard Slifka has served as Chairman of our general partner’s board of directors since March 12, 2014 and previously served as Vice-Chairman of our general partner’s board of directors since its inception. Mr. Eric Slifka has served as Vice-Chairman of our general partner’s board of directors since March 12, 2014.
Compensation of Named Executive Officers
The following table sets forth certain information with respect to compensation during 2023, 2022 and 2021 of our NEOs.
|
|
|
|
|
| Change in |
|
| |||||||||
Pension Value | |||||||||||||||||
and Deferred | |||||||||||||||||
Non‑Equity | Nonqualified | ||||||||||||||||
Unit | Incentive Plan | Compensation | All Other | ||||||||||||||
Name and Principal | Salary | Awards | Bonus | Compensation | Earnings | Compensation | Total | ||||||||||
Position | Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($) | |||||||||
Eric Slifka |
| 2023 |
| 1,000,000 |
| 6,499,980 | 500,000 |
| 7,500,000 |
| 7,606 |
| 81,871 |
| 15,589,457 | ||
President and CEO |
| 2022 |
| 1,000,000 |
| 3,929,415 | — |
| 6,500,000 |
| — |
| 67,181 |
| 11,496,596 | ||
| 2021 |
| 1,000,000 |
| — | — |
| 5,500,000 |
| — |
| 92,919 |
| 6,592,919 | |||
Gregory B. Hanson |
| 2023 |
| 475,000 |
| 1,549,508 | 159,500 |
| 1,498,000 |
| — |
| 60,659 |
| 3,742,667 | ||
Chief Financial Officer | 2022 |
| 425,000 |
| 785,894 | — |
| 1,328,000 |
| — |
| 51,518 |
| 2,590,412 | |||
| 2021 |
| 292,468 |
| — | 250,000 |
| 400,000 |
| — |
| 42,634 |
| 985,102 | |||
Mark A. Romaine |
| 2023 |
| 675,000 |
| 2,937,473 | 287,500 |
| 2,850,000 |
| 1,323 |
| 56,933 |
| 6,808,229 | ||
Chief Operating Officer |
| 2022 |
| 575,000 |
| 1,571,760 | — |
| 2,650,000 |
| — |
| 49,261 |
| 4,846,021 | ||
2021 |
| 575,000 |
| — | — |
| 2,450,000 |
| 2,286 |
| 42,455 |
| 3,069,741 | ||||
Matthew Spencer |
| 2023 |
| 325,000 |
| 812,513 | 112,500 |
| 1,088,000 |
| — |
| 53,540 |
| 2,391,553 | ||
Chief Accounting Officer |
| 2022 |
| 300,000 |
| 505,222 | — |
| 1,050,000 |
| — |
| 53,414 |
| 1,908,636 | ||
2021 |
| 300,000 |
| — | — |
| 600,000 |
| — |
| 48,655 |
| 948,655 | ||||
Sean T. Geary |
| 2023 |
| 410,000 |
| 1,574,994 | 140,500 |
| 1,106,000 |
| 724 |
| 59,786 |
| 3,292,004 | ||
Chief Legal Officer and Secretary |
| 2022 |
| 375,000 |
| 561,345 | — |
| 1,012,000 |
| — |
| 46,767 |
| 1,995,112 |
| (1) | Amounts reported in this column reflect the base salary earned by our NEOs for services performed during the applicable fiscal year. |
| (2) | The grant date fair value of the 2023 Performance Phantom Unit Awards and 2023 Time Phantom Unit Awards granted to our NEOs are determined in accordance with FASB ASC Topic 718. Regarding assumptions underlying the valuation of these equity awards, please see Note 18 to Consolidated Financial Statements. Amounts in this column reflect the total of the following for 2023: |
| a. | The grant date fair value of the February 23, 2023 Time Phantom Unit Awards granted to our named executed officers is calculated using the closing price of our common units on the grant date ($34.48) and is $499,994 for Mr. Slifka, $159,504 for Mr. Hanson, $287,494 for Mr. Romaine, $112,508 for Mr. Spencer and $140,506 for Mr. Geary. |
| b. | The grant date fair value of the March 3, 2023 Time Phantom Unit Awards granted to our named executed officers is calculated using the closing price of our common units on the grant date ($34.95) and is $2,249,976 for Mr. Slifka, $570,000 for Mr. Hanson, $824,995 for Mr. Romaine, $274,987 for Mr. Spencer and $412,480 for Mr. Geary. |
| c. | The grant date fair value of the 2023 Performance Phantom Unit Awards is based on achievement of the target level of performance with respect to the applicable performance criteria and is $2,250,011 for Mr. Slifka, $570,000 for Mr. Hanson, $824,995 for Mr. Romaine, $275,022 for Mr. Spencer, and $412,515 for Mr. Geary. Assuming that, instead of target, the highest level of performance with respect to the applicable performance criteria is achieved, the aggregate grant date fair value of the 2023 Performance Phantom Units would be $4,500,022 for Mr. Slifka, $1,139,999 for Mr. Hanson, $1,649,990 for Mr. Romaine, $550,043 for Mr. Spencer, and $825,030 for Mr. Geary. |
108
| d. | The grant date fair value of the May 3, 2023 Time Phantom Unit Awards granted to our named executed officers is calculated using the closing price of our common units on the grant date ($29.72) and is $1,499,998 for Mr. Slifka, $250,005 for Mr. Hanson, $999,989 for Mr. Romaine, $149,997 for Mr. Spencer and $250,005 for Mr. Geary. |
| (3) | In 2023, Messrs. Slifka, Hanson, Romaine, Spencer and Geary were paid discretionary bonuses of $500,000, $159,500, $287,500, $112,500, and $140,500, respectively, for services performed during 2022. No discretionary bonuses were paid to our NEOs for services performed during 2021. The amounts shown in the table above do not reflect long-term incentive awards granted in 2023 or discretionary cash bonuses paid after the date of this report as such long-term incentive awards were granted in 2023, and such discretionary cash bonuses have not yet been paid as of the date of this Annual Report on Form 10-K. |
| (4) | Amounts reported in this column reflect the bonuses paid to each of the NEOs for services performed during 2023, 2022 and 2021, which were determined in accordance with our general partner’s Short-Term Incentive Plans described above under “Elements of Compensation—Short-Term Incentive Plans” and our general partner’s Long-Term Cash Incentive Plans described above under “Elements of Compensation—Long-Term Cash Incentive Awards.” Note that: (i) the amounts reported in this column do not reflect the grant date fair value of bonuses or non-equity incentive plan compensation granted to the NEOs in respect of their service during 2022, 2021 or 2020; and (ii) payment of the 2023 STIP was accelerated and paid in December 2022. |
| (5) | Messrs. Hanson and Spencer are not eligible to participate in our general partner’s pension plan because it was frozen prior to their commencement of employment with us. |
| (6) | With respect to Mr. Slifka, “All Other Compensation” for the years ended December 31, 2023, 2022 and 2021 includes, among other things, (a) club membership dues, and (b) with respect to 2021 only, professional financial planning and tax advice fees, paid by us in the amounts of $23,960 for 2023; $15,754 for 2022; $23,518 and $26,700, respectively, for 2021. The amounts in this column for 2023 are described further in the All Other Compensation table below. |
All Other Compensation Table
The following table describes each component of the “All Other Compensation” column of the Summary Compensation Table for the fiscal year ended December 31, 2023:
Employer |
| ||||||||
| Contributions to |
|
| Personal |
|
| |||
Global 401(k) | Club Membership | Benefits | Total All Other |
| |||||
Name | Plan ($) | Dues ($) | ($)(1) | Compensation ($) |
| ||||
Eric Slifka | 12,200 | 23,960 | 45,711 | 81,871 | |||||
Gregory B. Hanson | 12,713 | — | 47,946 | 60,659 | |||||
Mark A. Romaine | 13,200 | — | 43,733 | 56,933 | |||||
Matthew Spencer | 9,916 | — | 43,624 | 53,540 | |||||
Sean T. Geary | 13,200 | — | 46,586 | 59,786 |
| (1) | The amounts in this column include the estimated incremental cost of an automobile provided by us for the NEO’s use; medical and dental premiums (or opt-out payments for declining coverage under our group healthcare policies) paid by us; and life insurance and long-term disability premiums paid by us. |
109
Grants of Plan-Based Awards
The following table sets forth information regarding non-equity awards and equity awards granted to the NEOs in 2023.
| Estimated Possible Payouts Under |
| Estimated Possible Payouts Under |
|
|
| |||||||||||||
Non-Equity Incentive Plan Awards (2) | Equity Incentive Plan Awards (3) | Grant Date |
| ||||||||||||||||
Award | Minimum |
|
| Minimum |
|
| All Other | Fair Value of |
| ||||||||||
Type | Threshold | Target | Maximum | Threshold | Target | Maximum | Awards | Unit Awards | |||||||||||
Name | (1) | ($) | ($) | ($) | (#) | (#) | (#) | (#)(4) | ($)(5) |
| |||||||||
Eric Slifka | (a) |
| 525,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | |||||||||
(b) | — | — | — | — | — | — | 14,501 | 499,994 | |||||||||||
(c) | — | — | — | — | — | — | 64,377 | 2,249,976 | |||||||||||
(d) | — | — | — | — | — | — | 50,471 | 1,499,998 | |||||||||||
(e) | — | — | — | 22,532 | 64,378 | 128,756 | — | 2,250,011 | |||||||||||
Gregory B. Hanson | (a) |
| 141,400 |
| 404,000 |
| 808,000 | — |
| — |
| — | — | — | |||||
(b) | — | — | — | — | — | — | 4,626 | 159,504 | |||||||||||
(c) | — | — | — | — | — | — | 16,309 | 570,000 | |||||||||||
(d) | — | — | — | — | — | — | 8,412 | 250,005 | |||||||||||
(e) | — | — | — | 5,708 | 16,309 | 32,618 | — | 570,000 | |||||||||||
Mark A. Romaine | (a) |
| 236,250 |
| 675,000 |
| 1,350,000 | — |
| — |
| — | — | — | |||||
(b) | — | — | — | — | — | — | 8,338 | 287,494 | |||||||||||
(c) | — | — | — | — | — | — | 23,605 | 824,995 | |||||||||||
(d) | — | — | — | — | — | — | 33,647 | 999,989 | |||||||||||
(e) | — | — | — | 8,262 | 23,605 | 47,210 | — | 824,995 | |||||||||||
Matthew Spencer | (a) |
| 85,400 |
| 244,000 |
| 488,000 | — |
| — |
| — | — | — | |||||
(b) | — | — | — | — | — | — | 3,263 | 112,508 | |||||||||||
(c) | — | — | — | — | — | — | 7,868 | 274,986 | |||||||||||
(d) | — | — | — | — | — | — | 5,047 | 149,997 | |||||||||||
(e) | — | — | — | 2,754 | 7,869 | 15,738 | — | 275,022 | |||||||||||
Sean T. Geary | (a) |
| 114,800 |
| 328,000 |
| 656,000 | — |
| — |
| — | — | — | |||||
(b) | — | — | — | — | — | — | 4,075 | 140,506 | |||||||||||
(c) | — | — | — | — | — | — | 11,802 | 412,480 | |||||||||||
(d) | — | — | — | — | — | — | 8,412 | 250,005 | |||||||||||
(e) | — | — | — | 4,131 | 11,803 | 23,606 | — | 412,515 | |||||||||||
| (1) | Award types: |
| (a) | STIP – Grant date: March 3, 2023 |
| (b) | 2023 Time Phantom Unit Awards – Grant date: February 23, 2023 |
| (c) | 2023 Time Phantom Unit Awards – Grant date: March 3, 2023 |
| (d) | 2023 Time Phantom Unit Awards – Grant date: May 3, 2023 |
| (e) | 2023 Performance Phantom Unit – Grant date: August 22, 2023; priced on approval date of March 3, 2023 |
| (2) | For calendar year 2023, each NEO’s STIP award consisted of the STIP Performance Component (weighted 50%) and the STIP Discretionary Component (weighted 50%). Amounts shown represent the “threshold,” “target” and “maximum” amounts payable under the STIP awards. On February 26, 2024, the Compensation Committee determined that two hundred percent (200%) of the STIP Performance Component and two hundred percent (200%) of the STIP Discretionary Component were earned by the NEOs for calendar year 2023. Actual payout of the STIP awards (the Performance Component and the Discretionary Component) for calendar year 2023 is shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |
| (3) | This column includes the threshold, target, and maximum payouts under the 2023 Performance Phantom Unit Awards granted to the NEOs. For more information on these awards, see “Elements of Compensation—Long-Term Equity Incentive Awards.” |
| (4) | This column includes the 2023 Time Phantom Unit Awards granted to the NEOs. For more information on these awards, see “Elements of Compensation—Long-Term Equity Incentive Awards.” |
| (5) | Amounts in this column reflect the grant date fair value of 2023 Performance Phantom Unit Awards and 2023 Time Phantom Unit Awards granted to our NEOs are determined in accordance with FASB ASC Topic 718. For more information on the assumptions underlying the valuation of these equity awards, please see Note 19 to Consolidated Financial Statements. |
110
Outstanding Equity Awards at Fiscal Year End
The following table presents the full amount of the equity awards held by our NEOs as of December 31, 2023, which consist of time-based and performance-based phantom units granted on June 8, 2022, February 23, 2023, March 3, 2023 and May 5, 2023 under the LTIP. The awards shown on the table below were the only equity awards held by the NEOs at the end of the last fiscal year:
Performance Phantom Unit Awards | |||||||||
Equity Incentive | Equity Incentive | ||||||||
Time Phantom Unit Awards | Plan Awards | Plan Awards | |||||||
Number of |
| Market Value of |
| Number of |
| Market Value of |
| ||
Units That Have | Units That Have | Units That Have | Units That Have |
| |||||
Name | Not Vested (#)(1) | Not Vested ($)(2) | Not Vested (#)(3) | Not Vested ($)(2) |
| ||||
Eric Slifka | 175,371 |
| 7,419,947 |
| 266,824 |
| 11,289,323 | ||
Gregory B. Hanson | 38,551 | 1,631,093 | 60,232 | 2,548,416 | |||||
Mark A. Romaine | 83,998 | 3,553,955 | 102,438 | 4,334,152 | |||||
Matthew Spencer | 22,095 |
| 934,839 |
| 33,490 |
| 1,416,962 | ||
Sean T. Geary | 30,863 |
| 1,305,814 |
| 43,330 |
| 1,833,292 | ||
| (1) | Reflects the following Awards: |
| a. | 2022 Time Phantom Unit Awards, which vest over a three-year period, with one-third of the award having vested on January 1, 2023, one-third of the award having vested on January 1, 2024, and the final one-third of the award scheduled to vest on January 1, 2025. |
| b. | 2023 Time Phantom Unit Awards granted on February 23, 2023, which vested in full on February 23, 2024. |
| c. | 2023 Time Phantom Unit Awards granted on March 3, 2023, which vest over a three-year period, with one-third of the award having vested on January 5, 2024, one-third of the award scheduled to vest on January 5, 2025, and the final one-third of the award scheduled to vest on January 5, 2026. |
| d. | 2023 Time Phantom Unit Awards granted on May 3, 2023, which vest in full on May 3, 2025. |
| (2) | The market value of unvested 2022 and 2023 Performance Phantom Unit Awards and Time Phantom Unit Awards is calculated based on the closing price of our common units on December 29, 2023 (the last trading day of 2023), which was $42.31. With respect to the 2022 and 2023 Performance Phantom Unit Awards, the amount shown is based on achievement of 200% of target performance with respect to the applicable performance criteria. |
| (3) | Reflects the target number of phantom units subject to the 2022 Performance Phantom Unit Awards and the 2023 Performance Phantom Unit Awards, which vest after a three-year performance period that consists of three one-year performance subperiods, based on the level of achievement with respect to the applicable performance criteria during such period. The number of phantom units earned could range from 0% to 200% of the target number of phantom units subject to each 2022 Performance Phantom Unit Award and each 2023 Performance Phantom Unit Award. |
Units Vested in the 2023 Fiscal Year
The following table presents phantom units awarded to the NEOs that vested during the year ended December 31, 2023:
Unit Awards |
| ||||
| Number of |
| Market Value of |
| |
Vested | Vested |
| |||
Name | Phantom Units (#) | Phantom Units ($)(1) |
| ||
Eric Slifka |
| 23,012 |
| 797,596 | |
Gregory B. Hanson |
| 4,603 |
| 159,540 | |
Mark A. Romaine | 9,205 | 319,045 | |||
Matthew Spencer | 2,959 | 102,559 | |||
Sean T. Geary | 3,288 | 113,962 | |||
| (1) | The market values of these phantom units shown in the table above were calculated based on the price of $34.66 per common unit on December 30, 2022, the last business day before the vesting date of such phantom units. |
111
Potential Payments upon a Change of Control or Termination
The following tables show potential payments to each of our NEOs under contracts, agreements, plans or arrangements, whether written or unwritten (including the employment agreements with each of our NEOs that were in effect as of December 31, 2023), for various scenarios involving a change of control or termination of employment of each such NEO assuming a December 31, 2023 termination date. In addition, amounts reflected in the tables below with respect to LTIP awards were calculated based on the closing price of our common units of $42.31 per unit as of December 29, 2023, which was the last day on which the market was open in 2023.
LTIP Awards.
If an officer’s employment with our general partner is terminated by our general partner without cause or by the NEO for good reason, the NEO will be deemed to have satisfied the continued employment requirement with respect to the phantom units subject to the NEO’s 2022 or 2023 Performance Phantom Unit Award and such phantom units will be eligible to become earned based on actual achievement with respect to the applicable performance criteria; provided that, if such termination without cause or for good reason occurs within the 24-month period following a change in control, the number of phantom units that become earned will be equal to the greater of (i) the target number of phantom units subject to the 2022 or 2023 Performance Phantom Unit Award, and (ii) the number of phantom units that would become earned based on actual achievement with respect to the applicable performance criteria through the date of the change in control.
If a NEO’s employment with our general partner is terminated due to death or disability, the NEO will be deemed to have satisfied the continued employment requirement with respect to a portion of the unvested phantom units subject to the NEO’s 2022 or 2023 Performance Phantom Unit Award based on the number of days that the NEO was employed between the performance period commencement date and the date of termination and such phantom units will be eligible to become earned based on actual achievement with respect to the applicable performance criteria. If a NEO’s employment with our general partner is terminated by our general partner due to retirement, the Compensation Committee will generally have sole discretion to determine whether the NEO will be deemed to have satisfied the service requirement with respect to any or all of the phantom units subject to the NEO’s 2022 or 2023 Performance Phantom Unit Award, which phantom units would then be eligible to become earned based on actual achievement with respect to the applicable performance criteria. If a NEO’s employment with our general partner is terminated by our general partner for cause or by the NEO other than for good reason, all unvested phantom units subject to such NEO’s 2022 or 2023 Performance Phantom Unit Award will immediately be forfeited.
If a NEO’s employment with our general partner is terminated by our general partner without cause or by the NEO for good reason, all unvested phantom units subject to the NEO’s 2022 or 2023 Time Phantom Unit Award will immediately vest. If a NEO’s employment with our general partner is terminated due to death or disability, a portion of the unvested phantom units subject to the NEO’s 2022 or 2023 Time Phantom Unit Award will immediately vest based on the number of days that the NEO was employed between the vesting commencement date and the date of termination. If a NEO’s employment with our general partner is terminated by our general partner due to retirement, the Compensation Committee will generally have sole discretion to determine whether any or all of the unvested phantom units subject to the NEO’s 2022 or 2023 Time Phantom Unit Award will vest or be forfeited. If a NEO’s employment with our general partner is terminated by our general partner for cause or by the NEO other than for good reason, all unvested phantom units subject to such NEO’s 2022 or 2023 Time Phantom Unit Award will immediately be forfeited. Upon vesting of each 2022 or 2023 Phantom Unit Award, phantom units will be settled in our common units unless the Compensation Committee decides, in its sole discretion, to settle such phantom units in cash or a combination of common units and cash.
LTCIP Awards. Certain of our NEOs were granted a 2022 LTCIP Award, a 2021 LTCIP Award, and a 2020 LTCIP Award. Each of these awards was accelerated and paid in December 2022. Upon a change of control event, the unvested portion of each of the LTCIP Awards held by our NEOs will become fully vested, which is reflected in the tables below.
112
Eric Slifka
If Mr. Slifka’s employment is terminated for any reason, he shall be paid (i) all amounts of his base salary due and owing up through the date of termination, (ii) any earned but unpaid bonus, (iii) all reimbursements of expenses appropriately and timely submitted, and (iv) any and all other amounts, including vacation pay, that may be due to him as of the date of termination (the “Slifka Accrued Obligations”).
If Mr. Slifka’s employment is terminated by death or “Disability” (as defined in the employment agreement), he (or his estate) will be paid (i) the Slifka Accrued Obligations, plus (ii) a lump sum payment equal to his then base salary multiplied by 200%, plus (iii) an amount equal to the target incentive amount under the then applicable short-term incentive plan multiplied by 200%, plus (iv) his interests in the long-term incentive plans, including (a) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the Long-Term Cash Incentive Plan, plus (v) group health and similar insurance premiums on behalf of his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Slifka’s employment is terminated by our general partner without “Cause” or by Mr. Slifka for reasons constituting “Constructive Termination,” each as defined in the employment agreement, he shall be paid (i) the Slifka Accrued Obligations, plus (ii) a lump sum payment equal to his then base salary multiplied by 200% (provided, however, that this multiplier shall be 300% if Mr. Slifka terminates his employment for reasons constituting Constructive Termination and such termination occurs within 12 months following a “Change in Control” (as defined in the employment agreement)), plus (iii) an amount equal to the target incentive amount under the then applicable short-term incentive plan multiplied by 200% (provided, however, that this multiplier shall be 300% if Mr. Slifka terminates his employment for reasons constituting Constructive Termination and such termination occurs within 12 months following a Change in Control), plus (iv) his interests in the long-term incentive plans, including (a) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the Long-Term Cash Incentive Plan, plus (v) group health and similar insurance premiums on behalf of his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Slifka’s employment is terminated by our general partner for Cause, Mr. Slifka will be paid the Slifka Accrued Obligations. If Mr. Slifka’s employment agreement is not renewed by our general partner and he does not continue to serve as our general partner’s President and Chief Executive Officer following the expiration of his employment agreement (a “Non-Renewal”), he shall be paid (i) the Slifka Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus the performance-based and discretionary components, if any, of his STIP award for such year.
113
Upon a Change of Control, the unvested portions of any outstanding LTCIP Awards held by Mr. Slifka automatically shall become fully vested.
Termination by general |
| ||||||||||||
partner without Cause / |
| ||||||||||||
Constructive Termination / |
| ||||||||||||
Breach by general partner |
| ||||||||||||
| Change in |
|
|
| No Change |
| With a Change |
|
| ||||
Control | Death | Disability | in Control | in Control | Nonrenewal |
| |||||||
Name | ($) | ($) | ($) | ($) | ($) | ($)(1) |
| ||||||
Eric Slifka | |||||||||||||
Severance Amount |
| — |
| 5,000,000 |
| 5,000,000 |
| 5,000,000 |
| 7,500,000 |
| 5,000,000 | |
LTIP awards (2) |
| — |
| 5,848,860 |
| 5,848,860 |
| 13,064,609 |
| 13,064,609 |
| — | |
LTCIP award | 7,929,900 | 7,929,900 | 7,929,900 | 7,929,900 | 7,929,900 | — | |||||||
Fringe benefits |
| — |
| 56,804 |
| 56,804 |
| 56,804 |
| 56,804 |
| — | |
Life insurance benefits |
| — |
| 500,000 |
| — |
| — |
| — |
| — | |
Total |
| 7,929,900 |
| 19,335,564 |
| 18,835,564 |
| 26,051,313 |
| 28,551,313 |
| 5,000,000 | |
(1) | In the event of non-renewal, for purposes of this calculation, we have assumed that Mr. Slifka would receive payment of (a) 100% of the performance-based component ($1,500,000), and (b) 100% of the discretionary component associated with his 2023 STIP target amount ($1,500,000), which represent the amounts awarded to Mr. Slifka under the 2023 STIP. See the section titled “Compensation Discussion and Analysis—2023 NEO Compensation—Short-Term Incentive Plans” for more information. |
(2) | With respect to the 2022 and 2023 Performance Phantom Unit Awards, it has been assumed for purposes of calculating the amounts shown that the actual level of achievement with respect to the applicable performance criteria through December 31, 2023 was equal to target performance. However, this is merely an estimate and the actual level of achievement is subject to change and may be higher or lower than target performance. |
Gregory B. Hanson
If Mr. Hanson’s employment is terminated for any reason, Mr. Hanson shall be paid (i) all amounts of his base salary due and owing up through the date of termination, (ii) all earned, but unpaid, bonuses, (iii) all reimbursements of expenses appropriately and timely submitted, and (iv) any and all other amounts, including vacation pay, that may be due to his as of the date of termination (the “Hanson Accrued Obligations”).
If Mr. Hanson’s employment is terminated by death or “Disability” (as defined in the employment agreement), he (or his estate) will be paid or receive (i) the Hanson Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus (iii) an amount equal to 200% of the target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, plus (v) group health and similar insurance premiums on behalf of his and his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Hanson’s employment is terminated by our general partner without “Cause” or by Mr. Hanson for reasons constituting “Constructive Termination” (each quoted term as defined in the employment agreement), Mr. Hanson shall be paid (i) the Hanson Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus (iii) an amount equal to 200% of target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, (v) group health and similar insurance premiums on behalf of his spouse and dependents, if any, for 18 months following the date of termination, plus (vi) a potential gross-up payment in the event that any of the payments described above result in taxes being imposed on Mr. Hanson pursuant to Section 4999 of the Code.
If Mr. Hanson’s employment agreement is not renewed by our general partner and he does not continue to serve as our general partner’s Chief Financial Officer following the expiration of his employment agreement pursuant to a different employment agreement with our general partner, he shall be paid (i) the Hanson Accrued Obligations, (ii) a
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lump sum payment equal to 200% of his then base salary, and (iii) the performance-based and discretionary components, if any, of his STIP award for such year.
Upon a Change of Control, the unvested portions of any outstanding LTCIP Awards held by Mr. Hanson automatically shall become fully vested.
Termination by general |
| ||||||||||||
partner without Cause / |
| ||||||||||||
Constructive Termination / |
| ||||||||||||
Breach by general partner |
| ||||||||||||
| Change in |
|
|
| No Change |
| With a Change |
|
| ||||
Control | Death | Disability | in Control | in Control | Nonrenewal |
| |||||||
Name | ($) | ($) | ($) | ($) | ($) | ($)(1) |
| ||||||
Gregory B. Hanson | |||||||||||||
Severance Amount |
| — | 1,758,000 | 1,758,000 | 1,758,000 | 1,758,000 | 1,758,000 | ||||||
LTIP awards |
| — | 1,299,167 | 1,299,167 | 2,905,301 | 2,905,301 | — | ||||||
LTCIP award | 823,200 | 823,200 | 823,200 | 823,200 | 823,200 | — | |||||||
Fringe benefits |
| — | 56,804 | 56,804 | 56,804 | 56,804 | — | ||||||
Life insurance benefits |
| — | 500,000 | — | — | — | — | ||||||
Total |
| 823,200 |
| 4,437,171 |
| 3,937,171 |
| 5,543,305 |
| 5,543,305 |
| 1,758,000 | |
(1) | In the event of non-renewal, for purposes of this calculation, we have assumed that Mr. Hanson would receive payment of (a) 100% of the performance-based component ($404,000), and (b) 100% of the discretionary component associated with his 2023 STIP target amount ($404,000), which represent the amounts awarded to Mr. Hanson under the 2023 STIP. See the section titled “Compensation Discussion and Analysis—2023 NEO Compensation—Short-Term Incentive Plans” for more information. |
Mark A. Romaine
If Mr. Romaine’s employment is terminated for any reason, Mr. Romaine shall be paid (i) all amounts of his base salary due and owing up through the date of termination, (ii) all earned, but unpaid, bonuses, (iii) all reimbursements of expenses appropriately and timely submitted, and (iv) any and all other amounts, including vacation pay, that may be due to him as of the date of termination (the “Romaine Accrued Obligations”).
If Mr. Romaine’s employment is terminated by death or “Disability” (as defined in the employment agreement), he (or his estate) will be paid (i) the Romaine Accrued Obligations, (ii) a lump sum payment equal to 200% of his then base salary, (iii) an amount equal to 200% of the target incentive amount under the then applicable short-term incentive plan, (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, and (v) group health and similar insurance premiums on behalf of him and his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Romaine’s employment is terminated by our general partner without “Cause” or by Mr. Romaine for reasons constituting “Constructive Termination” (each quoted term as defined in the employment agreement), Mr. Romaine shall be paid (i) the Romaine Accrued Obligations, (ii) a lump sum payment equal to 200% of his then base salary, (iii) an amount equal to 200% of target incentive amount under the then applicable short-term incentive plan, (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, (v) group health and similar insurance premiums on behalf of his spouse and dependents, if any, for 18 months following the date of termination, and (vi) a potential gross-up payment in the event that any of the payments described above result in taxes being imposed on Mr. Romaine pursuant to Section 4999 of the Code.
If Mr. Romaine’s employment agreement is not renewed by our general partner and he does not continue to serve as our general partner’s Chief Operating Officer following the expiration of his employment agreement pursuant to a different employment agreement with our general partner, he shall be paid (i) the Romaine Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus (iii) the performance-based and discretionary components, if any, of his STIP award for such year.
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Upon a Change of Control, the unvested portions of any outstanding LTCIP Awards held by Mr. Romaine automatically shall become fully vested.
Termination by general |
| ||||||||||||
partner without Cause / |
| ||||||||||||
Constructive Termination / |
| ||||||||||||
Breach by general partner |
| ||||||||||||
| Change in |
|
|
| No Change |
| With a Change |
|
| ||||
Control | Death | Disability | in Control | in Control | Nonrenewal |
| |||||||
Name | ($) | ($) | ($) | ($) | ($) | ($)(1) |
| ||||||
Mark A. Romaine | |||||||||||||
Severance Amount |
| — | 2,700,000 | 2,700,000 | 2,700,000 | 2,700,000 | 2,700,000 | ||||||
LTIP awards |
| — | 2,562,815 | 2,562,815 | 5,721,031 | 5,721,031 | — | ||||||
LTCIP award | 2,765,400 | 2,765,400 | 2,765,400 | 2,765,400 | 2,765,400 | — | |||||||
Fringe benefits |
| — | 65,599 | 65,599 | 65,599 | 65,599 | — | ||||||
Life insurance benefits |
| — | 500,000 | — | — | — | — | ||||||
Total |
| 2,765,400 |
| 8,593,814 |
| 8,093,814 |
| 11,252,030 |
| 11,252,030 |
| 2,700,000 | |
| (1) | In the event of non-renewal, for purposes of this calculation, we have assumed that Mr. Romaine would receive payment of (a) 100% of the performance-based component ($675,000), and (b) 100% of the discretionary component associated with his 2023 STIP target amount ($675,000), which represent the amounts awarded to Mr. Romaine under the 2023 STIP. See the section titled “Compensation Discussion and Analysis—2023 NEO Compensation—Short-Term Incentive Plans” for more information. |
Matthew Spencer
If Mr. Spencer’s employment is terminated for any reason, he (or his estate, as applicable) shall be paid (i) all amounts of base salary due and owing up through the date of termination, (ii) any earned but unpaid bonus, (iii) all reimbursements of eligible business expenses, and (iv) any and all other amounts, including vacation pay, that may be due to him as of the date of termination (collectively, the “Spencer Accrued Obligations”).
If Mr. Spencer’s employment is terminated due to his death or disability, he (or his estate, as applicable) will be paid (i) the Spencer Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his base salary, plus (iii) an amount equal to 200% of the target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, plus (v) group health and similar insurance premiums on behalf of him and his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Spencer’s employment is terminated by our general partner without “Cause” or by Mr. Spencer for reasons constituting “Constructive Termination” (each as defined in the employment agreement), he shall be paid (i) the Spencer Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his base salary, plus (iii) an amount equal to 200% of the target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, plus (v) group health and similar insurance premiums on behalf of him and his spouse and dependents, if any, for 18 months following the date of termination, plus (vi) a potential gross-up payment in the event that any of the payments described above result in taxes being imposed on Mr. Spencer pursuant to Section 4999 of the Code.
If Mr. Spencer’s employment agreement is not renewed by our general partner and he does not continue to serve as our general partner’s Chief Accounting Officer following the expiration of his employment agreement pursuant to a different employment agreement with our general partner, the employment agreement provides that he shall be paid (i) the Spencer Accrued Obligations, (ii) a lump sum payment equal to 200% of his then base salary, and (iii) the performance-based and discretionary components, if any, of his STIP award for such year.
Upon a Change of Control, the unvested portions of any outstanding LTCIP Awards held by Mr. Spencer automatically shall become fully vested.
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Termination by general |
| ||||||||||||
partner without Cause / |
| ||||||||||||
Constructive Termination / |
| ||||||||||||
Breach by general partner |
| ||||||||||||
| Change in |
|
|
| No Change |
| With a Change |
|
| ||||
Control | Death | Disability | in Control | in Control | Nonrenewal |
| |||||||
Name | ($) | ($) | ($) | ($) | ($) | ($)(1) |
| ||||||
Matthew Spencer | |||||||||||||
Severance Amount |
| — | 1,138,000 | 1,138,000 | 1,138,000 | 1,138,000 | 1,138,000 | ||||||
LTIP awards |
| — | 771,421 | 771,421 | 1,643,320 | 1,643,320 | — | ||||||
LTCIP award | 1,132,800 | 1,132,800 | 1,132,800 | 1,132,800 | 1,132,800 | — | |||||||
Fringe benefits |
| — | 51,046 | 51,046 | 51,046 | 51,046 | — | ||||||
Life insurance benefits |
| — | 500,000 | — | — | — | — | ||||||
Total |
| 1,132,800 |
| 3,593,267 |
| 3,093,267 |
| 3,965,166 |
| 3,965,166 |
| 1,138,000 | |
(1)(1)In the event of non-renewal, for purposes of this calculation, we have assumed that Mr. Spencer would receive payment of (a) 100% of the performance-based component ($244,000), and (b) 100% of the discretionary component associated with his 2023 STIP target amount ($244,000), which represent the amounts awarded to Mr. Spencer under the 2023 STIP. See the section titled “Compensation Discussion and Analysis—2023 NEO Compensation—Short-Term Incentive Plans” for more information.
Sean T. Geary
If Mr. Geary’s employment is terminated for any reason, Mr. Geary shall be paid (i) all amounts of his base salary due and owing up through the date of termination, (ii) all earned, but unpaid, bonuses, (iii) all reimbursements of expenses appropriately and timely submitted, and (iv) any and all other amounts, including vacation pay, that may be due to his as of the date of termination (the “Geary Accrued Obligations”).
If Mr. Geary’s employment is terminated by death or “Disability” (as defined in the employment agreement), he (or his estate) will be paid or receive (i) the Geary Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus (iii) an amount equal to 200% of the target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, plus (v) group health and similar insurance premiums on behalf of his and his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Geary’s employment is terminated by our general partner without “Cause” or by Mr. Geary for reasons constituting “Constructive Termination” (each quoted term as defined in the employment agreement), Mr. Geary shall be paid (i) the Geary Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus (iii) an amount equal to 200% of target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, (v) group health and similar insurance premiums on behalf of his spouse and dependents, if any, for 18 months following the date of termination, plus (vi) a potential gross-up payment in the event that any of the payments described above result in taxes being imposed on Mr. Geary pursuant to Section 4999 of the Code.
If Mr. Geary’s employment agreement is not renewed by our general partner and he does not continue to serve as our general partner’s Chief Legal Officer following the expiration of his employment agreement pursuant to a different employment agreement with our general partner, he shall be paid (i) the Geary Accrued Obligations, (ii) a lump sum payment equal to 200% of his then base salary, and (iii) the performance-based and discretionary components, if any, of his STIP award for such year.
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Upon a Change of Control, the unvested portions of any outstanding LTCIP Awards held by Mr. Geary automatically shall become fully vested.
Termination by general |
| ||||||||||||
partner without Cause / |
| ||||||||||||
Constructive Termination / |
| ||||||||||||
Breach by general partner |
| ||||||||||||
| Change in |
|
|
| No Change |
| With a Change |
|
| ||||
Control | Death | Disability | in Control | in Control | Nonrenewal |
| |||||||
Name | ($) | ($) | ($) | ($) | ($) | ($)(1) |
| ||||||
Sean T. Geary | |||||||||||||
Severance Amount |
| — | 1,476,000 | 1,476,000 | 1,476,000 | 1,476,000 | 1,476,000 | ||||||
LTIP awards |
| — | 993,466 | 993,466 | 2,222,460 | 2,222,460 | — | ||||||
LTCIP award | 549,900 | 549,900 | 549,900 | 549,900 | 549,900 | — | |||||||
Fringe benefits |
| — | 56,804 | 56,804 | 56,804 | 56,804 | — | ||||||
Life insurance benefits |
| — | 500,000 | — | — | — | — | ||||||
Total |
| 549,900 |
| 3,576,170 |
| 3,076,170 |
| 4,305,164 |
| 4,305,164 |
| 1,476,000 | |
(1) | In the event of non-renewal, for purposes of this calculation, we have assumed that Mr. Geary would receive payment of (a) 100% of the performance-based component ($328,000), and (b) 100% of the discretionary component associated with his 2023 STIP target amount ($328,000), which represent the amounts awarded to Mr. Geary under the 2023 STIP. See the section titled “Compensation Discussion and Analysis—2023 NEO Compensation—Short-Term Incentive Plans” for more information. |
Other Benefits
Pension Benefits
The table below sets forth information regarding the present value as of December 31, 2023 of the accumulated benefits of our NEOs under the Global Partners LP Pension Plan.
Pension Benefits at December 31, 2023
|
| Number of Years |
| Present Value of |
| Payments During |
| ||
Name | Plan Name | Credited Service (#) | Accumulated Benefit ($) | Last Fiscal Year ($) |
| ||||
Eric Slifka |
| (1) |
| 23 |
| 584,264 |
| — | |
Gregory B. Hanson | — | — | — | — | |||||
Mark A. Romaine | (1) | 11 | 204,763 | — | |||||
Matthew Spencer | — | — | — | — | |||||
Sean T. Geary | (1) | 4 | 70,816 | — |
| (1) | Global Partners LP Pension Plan |
Global Partners LP Pension Plan
Effective December 31, 2009, the Global Partners LP Pension Plan (the “Global Pension Plan”) was amended to freeze participation in and benefit accruals under the Global Pension Plan. Prior to the freeze, all employees who (1) were 21 years of age or older, (2) were not covered by a collective bargaining agreement providing for union pension benefits, and (3) had been employed by our predecessor, our general partner or one of our operating subsidiaries for one year prior to enrollment in the Global Pension Plan were eligible to participate in the Global Pension Plan. An employee is fully vested in benefits under the Global Pension Plan after completing five years of service or upon termination due to death or disability. Certain employees are entitled to a supplemental benefit that vested over five years with 20% vesting on each December 31 beginning in 2010 and lasting through 2014. When an employee retires at age 65 or, if later, upon reaching five years' service, the employee can elect to receive a monthly annuity or an equivalent lump sum payment. An employee's benefit payable at retirement is equal to (1) 23% of the employee's average monthly compensation for the five consecutive calendar years during which the employee received the highest amount of pay (“Average Compensation”) plus (2) 19.5% of the employee’s Average Compensation in excess of his monthly “covered
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compensation” for Social Security purposes, as provided in the Global Pension Plan. However, if an employee has completed less than 30 years of service on his termination at or after reaching age 65, the monthly benefit will be reduced by 1/30th for each year less than 30 years completed by the employee. When an employee retires at an age other than 65, the employee retirement benefit will be the actuarial equivalent of the benefit he or she would have received if he or she had retired at age 65. An employee who terminates employment after completing at least five years of service will be eligible for an early retirement benefit determined as described in the preceding sentence at any time after attaining age 60.
Benefits under the formula are based upon the employee’s highest consecutive five-year average compensation and are not subject to offset for social security benefits. Compensation for such purposes means compensation including overtime, but excluding bonuses, 50% of commissions, taxable fringe benefits, relocation allowances, transportation allowances, housing allowances, cash and distribution equivalent rights pursuant to any long-term incentive plan and any cash payable in lieu of group healthcare coverage. Settlement of obligations is expected to be completed in the second half of 2024.
Compensation of Directors
The following table sets forth (i) certain information concerning the compensation earned by our directors in 2023, and (ii) the aggregate amounts of stock awards and option awards, if any, held by each director at the end of 2023:
| |||||||
Fees Earned | |||||||
| or Paid in |
| Unit |
|
| ||
Name | Cash ($) | Awards ($)(2) | Total ($) |
| |||
Richard Slifka |
| 250,000 |
| — |
| 250,000 | |
Eric Slifka (1) |
| — |
| — |
| — | |
Robert J. McCool |
| 295,000 |
| 124,996 |
| 419,996 | |
Jaime Pereira | 295,000 | 124,996 | 419,996 | ||||
John T. Hailer | 295,000 | 124,996 | 419,996 | ||||
Robert W. Owens | 295,000 | 124,996 | 419,996 | ||||
Clare McGrory | 237,500 | 104,180 | 341,680 |
| (1) | Mr. Slifka, as an executive officer of our general partner, is otherwise compensated for his services and therefore does not receive any separate compensation for his service as director. |
| (2) | Amounts reported in this column reflect the grant date fair value, calculated in accordance with FASB ASC Topic 718, of 3,729 phantom units granted to Messrs. McCool, Pereira, Hailer and Owens, and 3,108 phantom units granted to Ms. McGrory on August 22, 2023. Each award of phantom units cliff vested in full on January 5, 2024. As of December 31, 2023, each of Messrs. McCool, Pereira, Hailer and Owens held a total of 3,729 unvested phantom units, and Ms. McGrory held a total of 3,108 unvested phantom units. |
Employees of our general partner who also serve as directors do not receive additional compensation. In 2023, directors who are not employees of our general partner (1) received a $250,000 annual cash retainer, and (2) are eligible to participate in the LTIP. In addition, the chair of the (a) audit committee received a $25,000 annual cash retainer; (b) conflicts committee received a $20,000 annual cash retainer; and (c) Compensation Committee received a $20,000 annual cash retainer. Each member of the (x) audit committee received a $15,000 annual cash retainer; (y) conflicts committee received a $10,000 annual cash retainer; and (z) conflict committee received a $10,000 annual cash retainer.
Each director also is reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees.
On August 22, 2023, Messrs. McCool, Hailer, Owens and Pereira were each granted an award of 3,729 phantom units with DERs and Ms. McGrory was granted an award of 3,108 phantom units with DERs. Each of these awards cliff vested as to 100% of the phantom units on January 5, 2024.
On October 22, 2021, Messrs. McCool, Hailer and Owens were awarded LTCIP grants in the amounts of
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$155,000, $155,000 and $40,000, respectively, in respect of services rendered in 2020. Each such LTCIP award will fully vest as of July 10, 2024, subject to continued service as a director through such date.
On October 5, 2020, each of Messrs. McCool and Hailer was awarded an LTCIP grant in the amount of $128,000 in respect of services rendered in 2019. On December 9, 2022, the Compensation Committee authorized the acceleration of the LTCIP awards, which were paid on December 22, 2022.
On August 7, 2019, Messrs. McCool and Hailer were awarded LTCIP grants in the amounts of $160,000 and $80,000, respectively, in respect of services rendered in 2018. The LTCIP awards fully vested as of August 10, 2022.
On March 6, 2019, Mr. McCool was awarded an LTCIP grant in the amount of $125,000 in respect of services rendered in 2017. The LTCIP award fully vested as of March 1, 2022.
Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Delaware law.
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Eric Slifka, our CEO.
For 2023, our last completed fiscal year:
| ● | The median of the annual total compensation of our employees (other than the CEO) was $36,358. |
| ● | The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $15,589,457. |
| ● | Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 429 to 1. |
To put this into context, approximately 78% of our employee population consists of convenience store employees, approximately 40% of whom are employed on a part-time basis. Our part-time employees who work less than thirty hours per week receive (i) wages, and (ii) if eligible, sick time and/or 401(k) benefits, but are not eligible for vacation or other fringe benefits. In comparison, if we were to only look at our non-convenience store employee population, the median employee would be employed on a full-time basis, with a total annual compensation of $88,816 in 2023. The ratio of the annual total compensation of our CEO to this median employee was reasonably estimated to be 176 to 1.
To identify the median of the annual total compensation of all of our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:
| ● | We determined that, as of December 31, 2023, our employee population consisted of approximately 5,067 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time, and temporary (including seasonal) employees. We selected December 31, 2023 as identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. |
| ● | We used a consistently applied compensation measure to identify our median employee by comparing the amount of salary or wages, bonuses and equity awards, if any, reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. |
| ● | We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our CEO, are located in the |
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| United States, we did not make any cost of living adjustments in identifying the median employee. |
| ● | After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2023 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $88,816. |
| ● | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table above. |
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth as of February 22, 2024 the beneficial ownership of common units representing limited partner interests in Global Partners LP held by certain beneficial owners of more than five percent (5%) of the common units, by each director and named executive officer of Global GP LLC, the general partner of Global Partners LP (“General Partner”) and by all directors and executive officers of our General Partner as a group:
|
| Percentage |
| ||
Common | of Common |
| |||
Units | Units |
| |||
Beneficially | Beneficially |
| |||
Name of Beneficial Owner (1) | Owned | Owned |
| ||
Alerian MLP ETF (2) |
| 4,431,751 |
| 13.0 | % |
Eric Slifka (3)(4)(5)(6) | 3,554,585 |
| 10.5 | % | |
Invesco Ltd. (7) | 3,164,640 |
| 9.3 | % | |
Richard Slifka (6)(8)(9) | 2,717,165 |
| 8.0 | % | |
Alfred A. Slifka 1990 Trust Under Article II-A | 1,871,676 |
| 5.5 | % | |
Global GP LLC (6) |
| 39,719 | * | ||
Mark Romaine |
| 108,929 |
| * | |
Gregory B. Hanson |
| 21,242 |
| * | |
Matthew Spencer | 20,245 | * | |||
Sean T. Geary | 19,895 | * | |||
Robert J. McCool |
| 45,018 |
| * | |
John T. Hailer | 8,409 | * | |||
Jaime Pereira | 10,909 | * | |||
Robert W. Owens | 8,409 | * | |||
Clare McGrory | 3,908 | * | |||
All directors and executive officers as a group (11 persons) |
| 6,478,995 |
| 19.1 | % |
* Less than 1%
(1) | The address for each person or entity listed other than ALPS Advisors, Inc. / Alerian MLP ETF and Invesco Ltd. is P.O. Box 9161, 800 South Street, Suite 500, Waltham, Massachusetts 02454-9161. |
(2) | According to a Schedule 13G filed on February 5, 2024, each of ALPS Advisors, Inc. and Alerian MLP ETF reported shared voting and dispositive power of 4,431,751 common units as of December 31, 2023. The address for Alerian MLP ETF and its investment advisor, ALPS Advisors, Inc., is 1290 Broadway, Suite 1000, Denver, CO 80203. |
(3) | Eric Slifka has sole voting and investment power with respect to the common units owned by Larea Holdings LLC. Eric Slifka may, therefore, be deemed to beneficially own the common units held by Larea Holdings LLC. |
(4) | Includes common units held in certain family trusts for the benefit of Eric Slifka’s children for which Eric Slifka is the sole trustee. Eric Slifka may, therefore, be deemed to beneficially own the common units held by these family trusts. |
(5) | The trustees of the Alfred A. Slifka 1990 Trust Under Article II-A are Eric Slifka and his two siblings. Eric Slifka has been delegated sole voting and investment authority over the common units owned by the Alfred A. Slifka 1990 Trust Under Article II-A, and therefore may be deemed to beneficially own those common units. |
(6) | Purchased by our general partner for the purpose of assisting us in meeting our anticipated obligations to deliver common units under our Long-Term Incentive Plan to officers, directors and employees. Since Eric Slifka and Richard Slifka have sole voting authority for all of the members of Global GP LLC, none of which own 50% or more of the membership interests in Global GP LLC, Eric Slifka and Richard Slifka may be deemed to beneficially own the common units owned by Global GP LLC. |
(7) | According to a Schedule 13G/A filed on January 10, 2024, Invesco Ltd. reported sole voting and dispositive power of 3,164,640 common units as of December 29, 2023. The address for Invesco Ltd. is 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309. |
(8) | Richard Slifka has sole voting and investment power with respect to the common units owned by Chelsea Terminal Limited Partnership and, therefore, may be deemed to beneficially own, the common units owned by Chelsea Terminal Limited Partnership. |
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(9) | Richard Slifka is the trustee of a voting trust with sole voting and investment power with respect to common units owned by Larea Holdings II LLC. Richard Slifka may, therefore, be deemed to beneficially own, the common units held by Larea Holdings II LLC. |
Equity Compensation Plan Table
The following table summarizes information about our equity compensation plans as of December 31, 2023:
|
|
| Number of securities |
| |||
Number of Securities | remaining available for |
| |||||
to be issued | Weighted average | future issuance under |
| ||||
upon exercise of | exercise price of | equity compensation plans |
| ||||
outstanding options, | outstanding options, | (excluding securities |
| ||||
Plan Category | warrants and rights | warrants and rights | reflected in column (a)) |
| |||
| (a) |
| (b) |
| (c) | ||
Equity compensation plans approved by security holders |
| 875,216 | (1) | — |
| 2,307,427 | |
Equity compensation plans not approved by security holders |
| — |
| — |
| — | |
Total |
| 875,216 | (1) | — |
| 2,307,427 |
| (1) | The 875,216 unvested award units as of December 31, 2023 include: (i) 86,125 units for the time-based 2022 NEO LTIP awards, (ii) 123,961 for the time-based 2023 NEO LTIP awards, (iii) 258,386 units for the 2022 NEO Performance LTIP Awards, (iv) 247,928 units for the 2023 NEO Performance LTIP Awards, (v) 34,803 units for the February 23, 2023 supplemental NEO time-based bonus awards, (vi) 105,989 units for the May 3, 2023 supplemental NEO time-based awards, and (vii) 18,024 units for the August 22, 2023 time-based independent director awards. The numbers of units reserved for the 2022 and 2023 NEO Performance LTIP Awards are calculated using 200% of the 129,193 and 123,964 target phantom units respectively granted for these awards. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
As of February 22, 2024, affiliates of our general partner, including directors and executive officers of our general partner, owned 6,478,995 common units representing 19.1% of the common units. In addition, our general partner owns a 0.67% general partner interest in us.
Affiliates of the Slifka family own 100% of the ownership interests in our general partner. Our general partner is controlled by Richard Slifka and Eric Slifka, through their beneficial ownership of entities that own membership interests in our general partner.
Max Slifka, the son of Eric Slifka, our President, Chief Executive Officer and Vice Chair, is an employee of Global GP LLC. During our fiscal year ended December 31, 2023, his total compensation earned was approximately $227,000.
Steven McCool, the son of Robert J. McCool, one of our independent directors, is an employee of Global GP LLC. During our fiscal year ended December 31, 2023, his total compensation earned was approximately $211,000.
Aaron Slifka, the nephew of Eric Slifka, our President, Chief Executive Officer and Vice Chairman, is an employee of Global GP LLC. During our fiscal year ended December 31, 2023, his total compensation earned was approximately $130,160.
Eric Slifka owns a 20% interest in an entity which leases real property located in Vineyard Haven, Massachusetts to our subsidiary, Drake Petroleum Company, Inc., for the operation of a gasoline station and convenience store. We paid this entity aggregate payments totaling approximately $188,604 during calendar year 2023.
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Operational Stage
Distributions of available cash to our general partner and its affiliates | We will generally make cash distributions of 99.33% to the common unitholders, including affiliates of our general partner (including directors and executive officers of our general partner), as the holders of an aggregate of 6,478,995 common units and 0.67% to our general partner. In addition, if distributions exceed the minimum quarterly distribution and other higher target levels, our general partner will be entitled to increasing percentages of the distributions, up to 48.67% of the distributions above the highest target level. On February 14, 2023, we made a distribution payment of $1.5725 per unit to the common unitholders, consisting of a $0.6350 quarterly distribution and a $0.9375 one-time special distribution. Our general partner waived its incentive distribution rights with respect to the one-time special component of the distribution. |
Assuming we have sufficient available cash to pay the full minimum quarterly distribution on all of our outstanding common units for four quarters, our general partner and its affiliates, including directors and executive officers of our general partner, would receive an annual distribution of approximately $12.0 million on their common units and $0.4 million on the 0.67% general partner interest. | |
Payments to our general partner and its affiliates | Our general partner does not receive a management fee or other compensation for its management of Global Partners LP. Our general partner and its affiliates are reimbursed for expenses incurred on our behalf. Our partnership agreement provides that our general partner determines the amount of these expenses. |
Withdrawal or removal of our general partner | If our general partner withdraws or is removed, its general partner interest and its incentive distribution rights will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests. |
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Liquidation Stage | |
Liquidation | Upon our liquidation, the partners, including our general partner, will be entitled to receive liquidating distributions according to their particular capital account balances. |
Noncompetition
We are a party to an omnibus agreement with Mr. Richard Slifka and our general partner that addresses the agreement of Mr. Richard Slifka not to compete with us and to cause his affiliates not to compete with us under certain circumstances. The omnibus agreement also provided for certain environmental indemnity obligations of Global Petroleum Corp. and certain of its affiliates, which indemnity obligations have either expired or been resolved. In connection with our acquisition of Alliance Energy LLC in 2012, Richard Slifka, Chairman of our general partner, entered into a business opportunity agreement with our general partner containing noncompetition provisions which are broader than those contained in the omnibus agreement in order to encompass our expanded lines of business since 2005.
Pursuant to the omnibus agreement and the business opportunity agreement, Richard Slifka agreed, for himself and his respective affiliates, not to engage in, acquire or invest in any of the following businesses: (1) the wholesale and/or retail marketing, sale, distribution and transportation (other than transportation by truck) of refined petroleum products, crude oil, ethanol, propane and biofuels; (2) the storage of refined petroleum products and/or any of the other products identified in (1) or asphalt in connection with any of the activities described in (1); (3) bunkering; and (4) such other activities in which the Partnership, and its direct or indirect subsidiaries, or any of their businesses are engaged or, to the knowledge of Richard Slifka, are planning to become engaged. These noncompetition obligations survive under the omnibus agreement for so long as Richard Slifka, Eric Slifka and/or any of their respective affiliates, individually or as part of a group, control our general partner, and under the business opportunity agreement indefinitely.
Pursuant to Eric Slifka’s employment agreement with our general partner, Eric Slifka agreed, for himself and his affiliates, to not work (as an employee, consultant, advisor, director or otherwise), engage in, acquire or invest in any of the following businesses: (1) the wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (2) the storage of refined petroleum products and/or any of the other products identified in clause (1) above in connection with any of the activities described in said clause (1); (3) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (4) bunkering; and (5) any other business in which the general partner or its affiliates (a) becomes engaged during the period that Eric Slifka is employed by the general partner or any of its affiliates, or (b) is preparing to become engaged as of the time that Eric Slifka’s employment with the general partner or any of its affiliates ends and, with respect to parts (a) and (b) of this clause (5), Eric Slifka has participated in or obtained Confidential Information about such business or anticipated business. Eric Slifka further agreed to not directly or indirectly solicit any employees, contractors, vendors, suppliers or customers of the general partner or any of its affiliates to cease to be employed by or otherwise do business with the general partner or any of its affiliates, or to reduce the same. The foregoing noncompetition and nonsolicitation restrictions may be waived only by the conflicts committee of the general partner’s board of directors. Eric Slifka’s noncompetition and nonsolicitation obligations survive for one year following the termination of his employment for any reason other than death or the termination of his employment by the general partner without Cause (as defined in his employment agreement). In consideration for his noncompetition obligations, the general partner shall pay to Eric Slifka a total payment equal to fifty percent (50%) of his highest annualized Base Salary (as defined in his employment agreement) within the two years preceding termination; provided, that the general partner shall have no obligation to make such payment in the event that Eric Slifka breaches any of the terms of his noncompetition obligations.
In addition, Eric Slifka’s employment agreement includes, and Eric Slifka agreed to, a confidentiality provision, which generally will continue for two years following Eric Slifka’s termination of employment.
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Services Agreement
We are party to a services agreement effective as of January 1, 2021 with various Slifka-owned entities and their shareholders and/or members (the “Slifka Entities Services Agreement”), pursuant to which we provide certain tax, accounting, treasury, and legal support services and such Slifka entities pay us an annual services fee of $20,000. We believe the terms of this agreement are at least as favorable as could have been obtained from unaffiliated third parties. The Slifka Entities Services Agreement is for an indefinite term, and any party may terminate some or all of the services thereunder upon 90 days’ advance written notice.
Revere Terminal Disposition
On January 14, 2015, we acquired our terminal located on Boston Harbor in Revere, Massachusetts (the “Revere Terminal”) from affiliates of the Slifka family (the “Initial Sellers”) for a purchase price of approximately $23.7 million.
On June 28, 2022, we sold the Revere Terminal to Revere MA Owner LLC (the “Revere Buyer”), a third party not affiliated with us, for a purchase price of $150.0 million in cash. In connection with closing under the purchase agreement between us and the Revere Buyer, we entered into a leaseback agreement with the Revere Buyer pursuant to which we lease back key infrastructure at the Revere Terminal, including certain tanks, dock access rights, and loading rack infrastructure, to allow us to continue business operations at the Revere Terminal. The term of the leaseback agreement, including all renewal options exercisable at our election, could extend through September 30, 2039.
Pursuant to the terms of the purchase agreement entered into with the Initial Sellers in 2015, 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 to the Revere Buyer. At the time of the 2022 closing, the preliminary calculation of the Initial Sellers Share was approximately $44.3 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 our 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.
Please read Note 18, “Related-Party Transactions,” of Notes to Consolidated Financial Statements included elsewhere in this report for additional information on the sale of the Revere Terminal.
Policies Relating to Conflicts of Interest
Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its affiliates, on the one hand, and us and our unaffiliated limited partners, on the other hand. The directors and officers of our general partner have fiduciary duties to manage our general partner in a manner beneficial to its owners. At the same time, our general partner has a fiduciary duty to manage us in a manner beneficial to our unitholders and us. Our partnership agreement modifies and limits our general partner’s fiduciary duties to unitholders. Our partnership agreement also restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty under applicable Delaware law. The Delaware Revised Uniform Limited Partnership Act provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by a general partner to limited partners and the partnership.
Under our partnership agreement, whenever a conflict arises between our general partner or its affiliates, on the one hand, and us or any other partner, on the other, our general partner will resolve that conflict. Our general partner will
126
not be in breach of its obligations under our partnership agreement or its duties to us or our unitholders if the resolution of the conflict is:
| ● | approved by the conflicts committee of our general partner, although our general partner is not obligated to seek such approval; |
| ● | approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates; |
| ● | on terms no less favorable to us than those generally being provided to or available from unaffiliated third parties; or |
| ● | fair and reasonable to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us. |
Our general partner may, but is not required to, seek the approval of such resolution from the conflicts committee of the board of directors of our general partner. If our general partner does not seek approval from the conflicts committee and its board of directors determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, the board acted in good faith, and in any proceeding brought by or on behalf of us or any limited partner of ours, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in our partnership agreement, our general partner or the conflicts committee may consider any factors it determines in good faith to consider when resolving a conflict. When our partnership agreement requires someone to act in good faith, it requires that person to reasonably believe that he is acting in the best interests of the partnership, unless the context otherwise requires.
Director Independence
Please read Part III, Item 10, “Directors, Executive Officers and Corporate Governance” for information regarding director independence.
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Item 14. Principal Accounting Fees and Services.
The audit committee of the board of directors of Global GP LLC selected Ernst & Young LLP, Boston, Massachusetts (PCAOB ID: 42), Independent Registered Public Accounting Firm, to audit the books, records and accounts of Global Partners LP for the 2023 and 2022 calendar years. The audit committee’s charter, which is available on our website at www.globalp.com, requires the audit committee to approve in advance all audit and non-audit services to be provided by our independent registered public accounting firm. All services reported in the audit, audit-related, tax and all other fees categories below were approved by the audit committee.
Pre-approved fees to Ernst & Young LLP for the fiscal years ended December 31, 2023 and 2022 were as follows (in thousands):
| 2023 |
| 2022 |
| |||
Audit Fees (1) | $ | 4,425 | $ | 4,113 | |||
Audit-Related Fees (2) |
| 125 |
| 178 | |||
Tax Fees (3) |
| 1,060 |
| 1,062 | |||
All other fees (4) | 4 | 3 | |||||
Total | $ | 5,614 | $ | 5,356 | |||
| (1) | Represents fees for professional services provided primarily in connection with the audits of our annual financial statements and reviews of our quarterly financial statements. Audit fees also included Ernst & Young’s audits of the effectiveness of our internal control over financial reporting at December 31, 2023 and 2022. |
| (2) | Represents fees for assurance and related services and consists primarily of audits of employee benefit plans. |
| (3) | Tax fees included tax planning and tax return preparation. |
| (4) | Represents fees for an accounting research tool subscription. |
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
| (a) | The following documents are included with the filing of this Annual Report: |
| 1. | Financial statements—See “Index to Financial Statements” on page F-1. |
| 2. | Financial statement schedules—Financial statement schedules have been omitted as they are not required, not applicable or otherwise included in the consolidated financial statements or notes thereto. |
| 3. | Exhibits—The following is a list of exhibits required by Item 601 of Registration S-K to be filed as part of this Annual Report. |
Exhibit |
|
|
| Description |
|
2.1# | — | ||||
2.2 | — | ||||
2.3# | — | ||||
2.4# | — | ||||
2.5# | — | ||||
3.1 | — | ||||
3.2 | — | ||||
4.1 | — | ||||
4.2* | — | Description of Common Units registered under Section 12 of the Exchange Act. | |||
4.3* | — | ||||
4.4* | — | ||||
4.5 | — |
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4.6 | — | ||||
4.7 | — | ||||
4.8 | — | ||||
4.9 | — | ||||
10.1 | — | ||||
10.2†† | — | ||||
10.3 | — | ||||
10.4˄ | — | ||||
10.5˄ | — | ||||
10.6# | — | ||||
10.7˄ | — | ||||
10.8 | — | ||||
10.9 | — | ||||
10.10 | — |
130
10.11 | — | ||||
10.12 | — | ||||
10.13 | — | ||||
10.14 | — | ||||
10.15 | — | ||||
10.16˄ | — | ||||
10.17˄ | — | ||||
10.18˄ | — | ||||
10.19˄ | — | ||||
10.20˄ | — | ||||
10.21˄ | — | ||||
10.22˄ | — | ||||
10.23˄ | — | ||||
10.24 | — | ||||
10.25# | — | ||||
10.26 | — | ||||
10.27*˄ | — | ||||
10.28*˄ | — | ||||
21.1* | — | ||||
22.1* | — | List of Subsidiary Guarantors and Co-Issuer of Global Partners LP | |||
23.1* | — | ||||
31.1* | — |
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31.2* | — | ||||
32.1† | — | ||||
32.2† | — | ||||
97.1* | — | ||||
101.INS* | — | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |||
101.SCH* | — | Inline XBRL Taxonomy Extension Schema Document. | |||
101.CAL* | — | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||
101.DEF* | — | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||
101.LAB* | — | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||
101.PRE* | — | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||
104* | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
˄ Management contract or compensatory plan or arrangement.
# Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Partnership undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
† Not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section.
†† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Global Partners LP | |||
By: | Global GP LLC, | ||
its general partner | |||
Dated: February 28, 2024 | By: | /s/ Eric Slifka | |
Eric Slifka | |||
President and Chief Executive Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 28, 2024.
Signature |
| Title |
/s/ Eric Slifka | President, Chief Executive Officer, Vice Chairman and Director | |
Eric Slifka | (Principal Executive Officer) | |
/s/ Gregory B. Hanson | Chief Financial Officer | |
Gregory B. Hanson | (Principal Financial Officer) | |
/s/ Matthew Spencer | Chief Accounting Officer | |
Matthew Spencer | (Principal Accounting Officer) | |
/s/ Richard Slifka | Chairman | |
Richard Slifka | ||
/s/ John T. Hailer | Director | |
John T. Hailer | ||
/s/ Robert J. McCool | Director | |
Robert J. McCool | ||
/s/ Robert W. Owens | Director | |
Robert W. Owens | ||
/s/ Clare McGrory | Director | |
Clare McGrory | ||
/s/ Jaime Pereira | Director | |
Jaime Pereira | ||
133
INDEX TO FINANCIAL STATEMENTS
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Global GP LLC and Unitholders of Global Partners LP
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Global Partners LP (the Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, partners’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Physical Forward Derivative Contracts | ||
Description of the Matter | As described in Note 2, Note 10 and Note 11 to the financial statements, the Partnership enters into different commodity contracts that qualify as derivative instruments. These include physical forward purchase and sale contracts and are accounted at fair value. These contracts are considered Level 2 derivative instruments under the fair value hierarchy as inputs used to determine fair value |
F-2
are not quoted prices in active markets. As of December 31, 2023, derivative assets of $17.7 million and derivative liabilities of $5.0 million were recorded for physical forward derivative contracts based on Level 2 fair value measurements. Auditing the fair value measurement of physical forward derivative instruments was complex given the judgmental nature of the assumptions used as inputs into the valuation models. This included inputs used to value commodity products at locations whereby active market pricing may not be available. These assumptions are forward-looking and could be affected by future economic and market conditions. | ||
How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Partnership’s controls over its accounting for physical forward derivative contracts, including controls over the contract initiation process, management’s review of inputs and assumptions used in valuation models, and contract settlements. To test the valuation of physical forward derivative instruments, our audit procedures included, among others, evaluating the valuation methodologies used by the Partnership and testing the significant inputs and the mathematical accuracy of the calculations. In certain instances, we independently determined the significant unobservable inputs, calculated the resulting fair values and compared them to the Partnership’s estimates. We obtained forward prices from independent sources, including market indices, and evaluated the Partnership’s assumptions related to their forward curves and confirmed key terms with counterparties. We also performed sensitivity analyses using independent sources of market data to evaluate the change in fair value of physical forward derivative instruments that would result from changes in underlying assumptions. |
/s/ Ernst & Young LLP
We have served as the Partnership’s auditor since 2004.
Boston, Massachusetts
February 28, 2024
F-3
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Global GP LLC and Unitholders of Global Partners LP
Opinion on Internal Control Over Financial Reporting
We have audited Global Partners LP's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Global Partners LP (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, partners’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 28, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/
February 28, 2024
F-4
GLOBAL PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
December 31, | |||||||
| 2023 |
| 2022 | ||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | | $ | | |||
Accounts receivable, net (less allowance of $ |
| |
| | |||
Accounts receivable-affiliates |
| |
| | |||
Inventories |
| |
| | |||
Brokerage margin deposits |
| |
| | |||
Derivative assets |
| |
| | |||
Prepaid expenses and other current assets |
| |
| | |||
Total current assets |
| |
| | |||
Property and equipment, net |
| |
| | |||
Right of use assets, net | | | |||||
Intangible assets, net |
| |
| | |||
Goodwill |
| |
| | |||
Equity method investments | | — | |||||
Other assets |
| |
| | |||
Total assets | $ | | $ | | |||
Liabilities and partners’ equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | | $ | | |||
Working capital revolving credit facility-current portion |
| |
| | |||
Lease liability-current portion | | | |||||
Environmental liabilities-current portion |
| |
| | |||
Trustee taxes payable |
| |
| | |||
Accrued expenses and other current liabilities |
| |
| | |||
Derivative liabilities |
| |
| | |||
Total current liabilities |
| |
| | |||
Working capital revolving credit facility-less current portion |
| — |
| — | |||
Revolving credit facility |
| |
| | |||
Senior notes |
| |
| | |||
Lease liability-less current portion | | | |||||
Environmental liabilities-less current portion |
| |
| | |||
Financing obligations | | | |||||
Deferred tax liabilities | | | |||||
Other long-term liabilities |
| |
| | |||
Total liabilities |
| |
| | |||
Commitments and contingencies (see Note 12) |
|
| |||||
Partners’ equity | |||||||
Series A preferred limited partners ( | | | |||||
Series B preferred limited partners ( | | | |||||
Common limited partners ( |
| |
| | |||
General partner interest ( |
| |
| | |||
Accumulated other comprehensive income (loss) |
| |
| ( | |||
Total partners’ equity |
| |
| | |||
Total liabilities and partners’ equity | $ | | $ | | |||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
GLOBAL PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
Year Ended December 31, | ||||||||||
| 2023 |
| 2022 |
| 2021 |
| ||||
Sales | $ | | $ | | $ | | ||||
Cost of sales |
| |
| |
| | ||||
Gross profit |
| |
| |
| | ||||
Costs and operating expenses: | ||||||||||
Selling, general and administrative expenses |
| |
| |
| | ||||
Operating expenses |
| |
| |
| | ||||
Amortization expense |
| |
| |
| | ||||
Net gain on sale and disposition of assets | ( | ( | ( | |||||||
Long-lived asset impairment | — | — | | |||||||
Total costs and operating expenses |
| |
| |
| | ||||
Operating income |
| |
| |
| | ||||
Other income (expense): | ||||||||||
Income from equity method investments | | — | — | |||||||
Interest expense |
| ( |
| ( |
| ( | ||||
Income before income tax expense |
| |
| |
| | ||||
Income tax expense |
| ( |
| ( |
| ( | ||||
Net income |
| |
| |
| | ||||
Less: General partner’s interest in net income, including incentive distribution rights |
| |
| |
| | ||||
Less: Preferred limited partner interest in net income | | | | |||||||
Net income attributable to common limited partners | $ | | $ | | $ | | ||||
Basic net income per common limited partner unit | $ | | $ | | $ | | ||||
Diluted net income per common limited partner unit | $ | | $ | | $ | | ||||
Basic weighted average common limited partner units outstanding |
| |
| |
| | ||||
Diluted weighted average common limited partner units outstanding |
| |
| |
| | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
GLOBAL PARTNERS LP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Year Ended December 31, | |||||||||||
2023 |
| 2022 |
| 2021 |
| ||||||
Net income | $ | | $ | | $ | | |||||
Other comprehensive income (loss): | |||||||||||
Change in fair value of cash flow hedges |
| — |
| — |
| ( | |||||
Change in pension liability |
| |
| |
| | |||||
Total other comprehensive income (loss) |
| |
| |
| ( | |||||
Comprehensive income | $ | | $ | | $ | | |||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
GLOBAL PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31, |
| |||||||||
| 2023 |
| 2022 |
| 2021 |
| ||||
Cash flows from operating activities | ||||||||||
Net income | $ | | $ | | $ | | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||
Depreciation and amortization |
| |
| |
| | ||||
Amortization of deferred financing fees |
| |
| |
| | ||||
Bad debt expense |
| |
| |
| ( | ||||
Unit-based compensation expense |
| |
| |
| | ||||
Write-off of financing fees | | — | | |||||||
Net gain on sale and disposition of assets |
| ( |
| ( |
| ( | ||||
Long-lived asset impairment |
| — |
| — |
| | ||||
Deferred income taxes | | | | |||||||
Income from equity method investments | ( | — | — | |||||||
Dividends received on equity method investments | | — | — | |||||||
Changes in operating assets and liabilities: | ||||||||||
Accounts receivable |
| ( |
| ( |
| ( | ||||
Accounts receivable-affiliate |
| ( |
| ( |
| | ||||
Inventories |
| |
| ( |
| ( | ||||
Broker margin deposits |
| |
| |
| ( | ||||
Prepaid expenses, all other current assets and other assets |
| ( |
| |
| | ||||
Accounts payable |
| |
| |
| | ||||
Trustee taxes payable |
| |
| ( |
| | ||||
Change in derivatives |
| ( |
| ( |
| | ||||
Accrued expenses, all other current liabilities and other long-term liabilities |
| |
| |
| ( | ||||
Net cash provided by operating activities |
| |
| |
| | ||||
Cash flows from investing activities | ||||||||||
Acquisition of terminals | ( | — | — | |||||||
Acquisitions |
| ( |
| ( |
| ( | ||||
Equity method investments |
| ( |
| — |
| — | ||||
Capital expenditures |
| ( |
| ( |
| ( | ||||
Seller note issuances | ( | ( | ( | |||||||
Dividends received of equity method investments | | — | — | |||||||
Proceeds from sale of property and equipment, net |
| |
| |
| | ||||
Net cash used in investing activities |
| ( |
| ( |
| ( | ||||
Cash flows from financing activities | ||||||||||
Net proceeds from issuance of Series B preferred units | — | — | | |||||||
Net (payments on) borrowings from working capital revolving credit facility | ( | ( | | |||||||
Net borrowings from (payments on) revolving credit facility | | | ( | |||||||
Repurchase of common units | ( | ( | ( | |||||||
LTIP units withheld for tax obligations | ( | ( | ( | |||||||
Distribution equivalent rights | ( | — | — | |||||||
Distributions to limited partners and general partner | ( | ( | ( | |||||||
Net cash (used in) provided by financing activities |
| ( |
| ( |
| | ||||
Cash and cash equivalents | ||||||||||
Increase (decrease) in cash and cash equivalents |
| |
| ( |
| | ||||
Cash and cash equivalents at beginning of year |
| |
| |
| | ||||
Cash and cash equivalents at end of year | $ | | $ | | $ | | ||||
Supplemental information | ||||||||||
Cash paid during the year for interest |
| $ | | $ | | $ | | |||
Net cash paid (received) during the year for income taxes |
| $ | | $ | | $ | ( | |||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
GLOBAL PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY
(In thousands)
Series A | Series B | Accumulated | |||||||||||||||||
| Preferred | Preferred | Common |
| General |
| Other |
| Total |
| |||||||||
Limited | Limited | Limited | Partner | Comprehensive | Partners’ |
| |||||||||||||
Partners | Partners | Partners | Interest | Income (Loss) | Equity |
| |||||||||||||
Balance at December 31, 2020 | $ | | $ | — | $ | | $ | ( | $ | | $ | | |||||||
Issuance of Series B preferred units |
| — |
| |
| — |
| — |
| — |
| | |||||||
Net income |
| |
| |
| |
| |
| — |
| | |||||||
Distributions to limited partners and general partner | ( | ( |
| ( |
| ( |
| — |
| ( | |||||||||
Unit-based compensation |
| — |
| — |
| |
| — |
| — |
| | |||||||
Other comprehensive loss |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Repurchase of common units | — | — | ( | — | — | ( | |||||||||||||
LTIP units withheld for tax obligations | — | — | ( | — | — | ( | |||||||||||||
Dividends on repurchased units | — | — | | — | — | | |||||||||||||
Balance at December 31, 2021 | | | | ( | ( | | |||||||||||||
Net income | | | | | — | | |||||||||||||
Distributions to limited partners and general partner | ( | ( |
| ( |
| ( |
| — |
| ( | |||||||||
Unit-based compensation |
| — |
| — |
| |
| — |
| — |
| | |||||||
Other comprehensive income |
| — |
| — |
| — |
| — | |
| | ||||||||
Repurchase of common units | — | — | ( | — | — | ( | |||||||||||||
LTIP units withheld for tax obligations |
| — |
| — |
| ( |
| — |
| — |
| ( | |||||||
Distribution equivalent rights | — |
| — |
| ( |
| — |
| — |
| ( | ||||||||
Dividends on repurchased units | — | — | | — | — | | |||||||||||||
Balance at December 31, 2022 | | | | | ( | | |||||||||||||
Net income | | | | | — | | |||||||||||||
Distributions to limited partners and general partner | ( | ( |
| ( |
| ( |
| — |
| ( | |||||||||
Unit-based compensation |
| — |
| — |
| |
| — |
| — |
| | |||||||
Other comprehensive income |
| — |
| — |
| — |
| — | |
| | ||||||||
Repurchase of common units | — | — | ( | — | — | ( | |||||||||||||
LTIP units withheld for tax obligations |
| — |
| — |
| ( |
| — |
| — |
| ( | |||||||
Distribution equivalent rights | — |
| — |
| ( |
| — |
| — |
| ( | ||||||||
Dividends on repurchased units | — | — | | — | — | | |||||||||||||
Balance at December 31, 2023 | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-9
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 strategic rail and/or 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 December 31, 2023, the Partnership had a portfolio of
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 (the “SPR Operator”), also a wholly owned subsidiary of the Partnership.
The General Partner, which holds a
2024 Events
Credit Agreement Facility Reallocation and Accordion Reduction—On February 5, 2024, the Partnership and the lenders under the Partnership’s credit agreement agreed, pursuant to the terms of the credit agreement, to (i) a reallocation of $
2032 Notes Offering—On January 18, 2024, the Partnership and GLP Finance Corp. issued $
Pending Acquisition of Terminals from Gulf Oil—On December 15, 2022, the Partnership entered into a purchase agreement with Gulf Oil Limited Partnership (“Gulf”) pursuant to which the Partnership was to acquire
F-10
approximately $
2023 Events
Acquisition of Terminals from Motiva Enterprises LLC—On December 21, 2023, the Partnership acquired
Investment in Real Estate—On October 23, 2023, the Partnership, through its wholly owned subsidiary, Global Everett Landco, LLC, entered into a Limited Liability Agreement of Everett Landco GP, LLC, a Delaware limited liability company formed as a joint venture with Everett Investor LLC, 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 17 for additional information.
Expansion of Retail Operations into Texas—On June 1, 2023, SPR, a joint venture owned by subsidiaries of the Partnership and Exxon Mobil Corporation, acquired a portfolio of
Amendments to the Credit Agreement and Accordion Exercise and Facility Reallocation—On February 2, 2023, the Partnership entered into the eighth amendment to the third amended and restated credit agreement which, among other things, permits the Partnership to request up to
Note 2. Summary of Significant Accounting Policies
Basis of Consolidation and Presentation
On September 20, 2022, the Partnership acquired substantially all of the assets of Tidewater Convenience, Inc. (“Tidewater”). On February 1, 2022, the Partnership acquired substantially all of the retail motor fuel assets of Miller Oil Co., Inc. (“Miller Oil”). On January 25, 2022, the Partnership acquired substantially all of the assets of Connecticut-based Consumers Petroleum of Connecticut, Incorporated (“Consumers Petroleum”). The financial results of Tidewater, Miller Oil and Consumers Petroleum since each respective acquisition date are included in the accompanying consolidated statements of operations. See Note 3 for additional information on these acquisitions.
The accompanying consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated.
F-11
Equity Method Investments
The Partnership applies the equity method of accounting to investments when the Partnership has significant influence, but not a controlling interest in the investee.
The Partnership evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Partnership considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Partnership has not recognized an impairment loss related to its equity method investments for the year ended December 31, 2023. See Note 17 for additional information the Partnership equity method investments.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among the estimates made by management are (i) estimated fair value of assets and liabilities acquired in a business combination or asset acquisition and identification of associated goodwill and intangible assets, (ii) fair value of derivative instruments, (iii) accruals and contingent liabilities, (iv) allowance for credit losses, (v) assumptions used to evaluate goodwill, (vi) assumptions used to evaluate property and equipment and intangibles for impairment, (vii) environmental and asset retirement obligation provisions, and (viii) weighted average discount rate used in lease accounting. Although the Partnership believes its estimates are reasonable, actual results could differ from these estimates.
Cash and Cash Equivalents
The Partnership considers highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The carrying value of cash and cash equivalents, including broker margin accounts, approximates fair value.
Accounts Receivable
The Partnership’s accounts receivable primarily results from sales of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil to its customers. The majority of the Partnership’s accounts receivable relates to its petroleum marketing activities that can generally be described as high volume and low margin activities. The Partnership makes a determination of the amount, if any, of a line of credit it may extend to a customer based on the form and amount of financial performance assurances the Partnership requires. Such financial assurances are commonly provided to the Partnership in the form of standby letters of credit, personal guarantees or corporate guarantees.
The Partnership reviews all accounts receivable balances on a monthly basis and records a reserve for estimated amounts it expects will not be fully recovered. At December 31, 2023 and 2022, substantially all of the Partnership’s accounts receivable were classified as current assets and there were no non-standard payment terms.
Allowance for Credit Losses
The Partnership is exposed to credit losses primarily through its sales of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil. Concentration of credit risk with respect to trade receivables are limited due to the Partnership’s customer base being large and diverse. The Partnership assesses each counterparty’s ability to pay for the products the Partnership sells by conducting a credit review. This credit review considers the Partnership’s
F-12
expected billing exposure and timing for payment and the counterparty’s established credit rating or, in the case when a credit rating is not available, the Partnership’s assessment of the counterparty’s creditworthiness based on the Partnership’s analysis of the counterparty’s financial statements. The Partnership also considers contract terms and conditions and business strategy in its evaluation. A credit limit is established for each counterparty based on the outcome of this review. The Partnership may require collateralized asset support in the form of standby letters of credit, personal or corporate guarantees and/or a prepayment to mitigate credit risk.
The Partnership monitors its ongoing credit exposure through active reviews of counterparty balances against contract terms and due dates. The Partnership’s historical experience of collecting receivables, supported by the level of default, is that credit risk is low across classes of customers and locations and trade receivables are considered to be a single class of financial assets. Impairment for trade receivables are calculated for specific receivables with known or anticipated issues affecting the likelihood of collectability and for balances past due with a probability of default based on historical data as well as relevant forward-looking information. The Partnership’s activities include timely account reconciliations, dispute resolutions and payment confirmations. The Partnership utilizes internal legal counsel or collection agencies and outside legal counsel to pursue recovery of defaulted receivables.
Based on an aging analysis at December 31, 2023, approximately
The following table presents changes in the credit loss allowance for the years ended December 31 (in thousands):
|
|
| Write-offs |
|
|
| ||||||||||
Balance at | Current | Charged | Balance | |||||||||||||
Beginning | Period | Against Allowance | Recoveries | at End |
| |||||||||||
Description | of Period | Provision | for Credit Losses | Collected | of Period |
| ||||||||||
Year ended December 31, 2023 | ||||||||||||||||
Credit loss allowance—accounts receivable | $ | | $ | | $ | ( | $ | | $ | | ||||||
Year ended December 31, 2022 | ||||||||||||||||
Credit loss allowance—accounts receivable | $ | | $ | | $ | ( | $ | | $ | | ||||||
Year ended December 31, 2021 | ||||||||||||||||
Credit loss allowance—accounts receivable | $ | | $ | ( | $ | ( | $ | | $ | | ||||||
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.
F-13
Inventories consisted of the following at December 31 (in thousands):
| 2023 |
| 2022 | ||||
Distillates: home heating oil, diesel and kerosene | $ | | $ | | |||
Gasoline |
| |
| | |||
Gasoline blendstocks |
| |
| | |||
Residual oil |
| |
| | |||
Renewable identification numbers (RINs) |
| |
| | |||
Convenience store inventory |
| |
| | |||
Crude oil |
| — |
| | |||
Total | $ | | $ | | |||
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 (see Revenue Recognition) and suppliers may draw inventory from the Partnership. Positive exchange balances are accounted for as accounts receivable and amounted to $
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Minor expenditures for routine maintenance, repairs and renewals are charged to expense as incurred, and major improvements that extend the useful lives of the related assets are capitalized. Depreciation related to the Partnership’s terminal assets and gasoline stations is charged to cost of sales and all other depreciation is charged to selling, general and administrative expenses. Depreciation is charged over the estimated useful lives of the applicable assets using straight-line methods, and accelerated methods are used for income tax purposes. When applicable and based on policy, which considers the construction period and project cost, the Partnership capitalizes interest on qualified long-term projects and depreciates it over the life of the related asset.
The estimated useful lives are as follows:
Gasoline station buildings, improvements and storage tanks |
| years | ||
Buildings, docks, terminal facilities and improvements |
| years | ||
Gasoline station equipment |
| years | ||
Fixtures, equipment and capitalized internal use software |
| years |
The Partnership capitalizes certain costs, including internal payroll and external direct project costs incurred in connection with developing or obtaining software designated for internal use. These costs are included in property and equipment and are amortized over the estimated useful lives of the related software.
Intangibles
Intangibles are carried at cost less accumulated amortization. For assets with determinable useful lives, amortization is computed over the estimated economic useful lives of the respective intangible assets, ranging from
F-14
Goodwill and Long-Lived Asset Impairment
Goodwill
Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. The Partnership has concluded that its operating segments are also its reporting units. Goodwill is tested for impairment annually as of October 1 or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Derecognized goodwill associated with the Partnership’s disposition activities of Gasoline Distribution and Station Operation (“GDSO”) sites is included in the carrying value of assets sold in determining the gain or loss on disposal, to the extent the disposition of assets qualifies as a disposition of a business under Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”). The GDSO reporting unit’s goodwill that was derecognized related to the disposition of sites that met the definition of a business was $
All of the Partnership’s goodwill is allocated to the GDSO segment. During 2023, 2022 and 2021, the Partnership completed a quantitative assessment for the GDSO reporting unit. Factors included in the assessment included both macro-economic conditions and industry specific conditions, and the fair value of the GDSO reporting unit was estimated using a weighted average of a discounted cash flow approach and a market comparables approach. Based on the Partnership’s assessment,
Evaluation of Long-Lived Asset Impairment
Accounting and reporting guidance for long-lived assets requires that a long-lived asset (group) be reviewed for impairment when events or changes in circumstances indicate that the carrying amount might not be recoverable. Accordingly, the Partnership evaluates long-lived assets for impairment whenever indicators of impairment are identified. If indicators of impairment are present, the Partnership assesses impairment by comparing the undiscounted projected future cash flows from the long-lived assets to their carrying value. If the undiscounted cash flows are less than the carrying value, the long-lived assets will be reduced to their fair value. The Partnership recognized the following impairment charges which are included in long-lived asset impairment in the accompanying statements of operations for each respective year:
The Partnership recognized
Environmental and Other Liabilities
The Partnership accrues for all direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued are estimated based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes.
Estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study. Loss accruals are adjusted as further information becomes available or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value.
Recoveries of environmental remediation costs from other parties are recognized when related contingencies are resolved, generally upon cash receipt.
F-15
The Partnership is subject to other contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, including environmental matters and contract and employment claims. Environmental and other legal proceedings may also include matters with respect to businesses previously owned. Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated. See Notes 15 and 25.
.
Asset Retirement Obligations
The Partnership is required to account for the legal obligations associated with the long-lived assets that result from the acquisition, construction, development or operation of long-lived assets. Such asset retirement obligations specifically pertain to the treatment of underground gasoline storage tanks (“USTs”) that exist in those states which statutorily require removal of the USTs at a certain point in time. Specifically, the Partnership’s retirement obligations consist of the estimated costs of removal and disposals of USTs. The liability for an asset retirement obligation is recognized on a discounted basis in the year in which it is incurred, and the discount period applied is based on statutory requirements for UST removal or policy. The associated asset retirement costs are capitalized as part of the carrying cost of the asset. The Partnership had approximately $
Leases
The Partnership has gasoline station and convenience store leases, primarily of land and buildings. The Partnership has terminal and dedicated storage facility lease arrangements with various petroleum terminals and third parties, of which certain arrangements have minimum usage requirements. The Partnership leases barges through various time charter lease arrangements and railcars through various lease arrangements. The Partnership also has leases for office space, computer and convenience store equipment and automobiles. The Partnership’s lease arrangements have various expiration dates with options to extend.
The Partnership is also the lessor party to various lease arrangements with various expiration dates, including the leasing of gasoline stations and certain equipment to third-party station operators and cobranding lease agreements for certain space within the Partnership’s gasoline stations and convenience stores.
In addition, the Partnership is party to
Accounting and reporting guidance for leases requires that leases be evaluated and classified as either operating or finance leases by the lessee and as either operating, sales-type or direct financing leases by the lessor. The Partnership’s operating leases are included in right-of-use (“ROU”) assets, lease liability-current portion and long-term lease liability-less current portion in the accompanying consolidated balance sheets.
ROU assets represent the Partnership’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Partnership’s variable lease payments consist of payments that depend on an index or rate (such as the Consumer Price Index) as well as those payments that depend on the Partnership’s performance or use of the underlying asset related to the lease. Variable lease
F-16
payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the Partnership’s leases do not provide an implicit rate in determining the net present value of lease payments, the Partnership uses its incremental borrowing rate based on the information available at the lease commencement date. ROU assets also include any lease payments made and exclude lease incentives. Many of the Partnership’s lessee agreements include options to extend the lease, which are not included in the minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.
Rental income for lease payments received related to operating leases is recognized on a straight-line basis over the lease term.
The Partnership has elected the package of
The Partnership’s leases have contracted terms as follows:
Gasoline station and convenience store leases |
| years | ||
Terminal lease arrangements |
| years | ||
Dedicated storage facility leases | | years | ||
Barge and railcar equipment leases | years | |||
Office space leases |
| years | ||
Computer equipment, convenience store equipment and automobile leases |
| years |
The above table excludes the Partnership’s West Coast facility land lease arrangement which contract term is subject to expiration through July 2066. Some of the above leases include options to extend the leases for up to an additional
Revenue Recognition
The Partnership’s sales relate primarily to the sale of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil and are recognized along with the related receivable upon delivery, net of applicable provisions for discounts and allowances. The Partnership may also provide for shipping costs at the time of sale, which are included in cost of sales.
Contracts with customers typically contain pricing provisions that are tied to a market index, with certain adjustments based on quality and freight due to location differences and prevailing supply and demand conditions, as well as other factors. As a result, the price of the products fluctuates to remain competitive with other available product supplies. The revenue associated with such arrangements is recognized upon delivery.
In addition, the Partnership generates revenue from its throughput and logistics activities when it stores, transloads and blends products owned by others. Revenue from throughput and logistics services is recognized as services are provided. These agreements may require counterparties to throughput a minimum volume over an agreed-upon period and may include make-up rights if the minimum volume is not met. The Partnership recognizes revenue
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associated with make-up rights at the earlier of when the make-up volume is delivered, the make-up right expires or when it is determined that the likelihood that the customer will utilize the make-up right is remote.
Product revenue is not recognized on exchange agreements, which are entered into primarily to acquire various refined petroleum products, gasoline blendstocks, renewable fuels and crude oil of a desired quality or to reduce transportation costs by taking delivery of products closer to the Partnership’s end markets. The Partnership recognizes net exchange differentials due from exchange partners in sales upon delivery of product to an exchange partner. The Partnership recognizes net exchange differentials due to exchange partners in cost of sales upon receipt of product from an exchange partner.
Income Taxes
Section 7704 of the Internal Revenue Code provides that publicly-traded partnerships are, as a general rule, taxed as corporations. However, an exception, referred to as the “Qualifying Income Exception,” exists under Section 7704(c) with respect to publicly-traded partnerships of which 90% or more of the gross income for every taxable year consists of “qualifying income.” Qualifying income includes income and gains derived from the transportation, storage and marketing of refined petroleum products, gasoline blendstocks, crude oil and ethanol to resellers and refiners. Other types of qualifying income include interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the production of income that otherwise constitutes qualifying income.
Substantially all of the Partnership’s income is “qualifying income” for federal income tax purposes and, therefore, is not subject to federal income taxes at the partnership level. Accordingly, no provision has been made for income taxes on the qualifying income in the Partnership’s financial statements. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Partnership’s agreement of limited partnership. Individual unitholders have different investment basis depending upon the timing and price at which they acquired their common units. Further, each unitholder’s tax accounting, which is partially dependent upon the unitholder’s tax position, differs from the accounting followed in the Partnership’s consolidated financial statements. Accordingly, the aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each unitholder’s tax attributes in the Partnership is not available to the Partnership.
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Concentration of Risk
Financial instruments that potentially subject the Partnership to concentration of credit risk consist primarily of cash, cash equivalents, accounts receivable, firm commitments and, under certain circumstances, futures contracts, forward fixed price contracts, options and swap agreements which may be used to hedge commodity and interest rate risks. The Partnership provides credit in the normal course of its business. The Partnership performs ongoing credit evaluations of its customers and provides for credit losses based on specific information and historical trends. Credit risk on trade receivables is minimized as a result of the Partnership’s large customer base. Losses have historically been within management’s expectations. See Note 10 for a discussion regarding risk of credit loss related to futures contracts, forward fixed price contracts, options and swap agreements. The Partnership’s wholesale and commercial customers of refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane are located primarily in the Northeast. The Partnership’s retail gasoline stations and directly operated convenience stores are also located primarily in the Northeast.
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 years ended December 31:
| 2023 |
| 2022 |
| 2021 |
| |
Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) |
| | % | | % | | % |
Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales |
| | % | | % | | % |
Convenience store and prepared food sales, rental income and sundries | | % | | % | | % | |
Total |
| | % | | % | | % |
The following table presents the Partnership’s product margin (product sales minus product costs) by segment as a percentage of the consolidated product margin for the years ended December 31:
| 2023 |
| 2022 |
| 2021 |
| |
Wholesale segment |
| | % | | % | | % |
Gasoline Distribution and Station Operations segment |
| | % | | % | | % |
Commercial segment | | % | | % | | % | |
Total |
| | % | | % | | % |
See Note 22, “Segment Reporting,” for additional information on the Partnership’s operating segments.
The Partnership is dependent on a number of suppliers of fuel-related products, both domestically and internationally. The Partnership is dependent on the suppliers being able to source product on a timely basis and at favorable pricing terms. The loss of certain principal suppliers or a significant reduction in product availability from principal suppliers could have a material adverse effect on the Partnership, at least in the near term. The Partnership
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believes that its relationships with its suppliers are satisfactory and that the loss of any principal supplier could be replaced by new or existing suppliers.
Derivative Financial Instruments
The Partnership principally uses derivative instruments, which include regulated exchange-traded futures and options contracts (collectively, “exchange-traded derivatives”) and physical and financial forwards and over-the counter (“OTC”) swaps (collectively, “OTC derivatives”), to reduce its exposure to unfavorable changes in commodity market prices. The Partnership uses these exchange-traded and OTC derivatives to hedge commodity price risk associated with its inventory and undelivered forward commodity purchases and sales (“physical forward contracts”). The Partnership accounts for derivative transactions in accordance with ASC Topic 815, “Derivatives and Hedging,” and recognizes derivatives instruments as either assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented currently in earnings, unless specific hedge accounting criteria are met.
The fair value of exchange-traded derivative transactions reflects amounts that would be received from or paid to the Partnership’s brokers upon liquidation of these contracts. The fair value of these exchange-traded derivative transactions is presented on a net basis, offset by the cash balances on deposit with the Partnership’s brokers, presented as brokerage margin deposits in the consolidated balance sheets. The fair value of OTC derivative transactions reflects amounts that would be received from or paid to a third party upon liquidation of these contracts under current market conditions. The fair value of these OTC derivative transactions is presented on a gross basis as derivative assets or derivative liabilities in the consolidated balance sheets, unless a legal right of offset exists. The presentation of the change in fair value of the Partnership’s exchange-traded derivatives and OTC derivative transactions depends on the intended use of the derivative and the resulting designation.
Derivatives Accounted for as Hedges – The Partnership utilizes fair value hedges to hedge commodity price risk.
Derivatives designated as fair value hedges are used to hedge price risk in commodity inventories and principally include exchange-traded futures contracts that are entered into in the ordinary course of business. For a derivative instrument designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting change in fair value on the hedged item of the risk being hedged. Gains and losses related to fair value hedges are recognized in the consolidated statements of operations through cost of sales. These futures contracts are settled on a daily basis by the Partnership through brokerage margin accounts.
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.
Petroleum and Ethanol Commodity Contracts
The Partnership uses exchange-traded derivative contracts to hedge price risk in certain commodity inventories which do not qualify for fair value hedge accounting or are not designated by the Partnership as fair value hedges. Additionally, the Partnership uses exchange-traded derivative contracts, and occasionally financial forward and OTC swap agreements, to hedge commodity price exposure associated with its physical forward contracts which are not designated by the Partnership as cash flow hedges. These physical forward contracts, to the extent they meet the definition of a derivative, are considered OTC physical forwards and are reflected as derivative assets or derivative liabilities in the consolidated balance sheet. The related exchange-traded derivative contracts (and financial forward and OTC swaps, if applicable) are also reflected as brokerage margin deposits (and derivative assets or derivative liabilities, if applicable) in the consolidated balance sheet, thereby creating an economic hedge. Changes in fair value of these derivative instruments are recognized in the consolidated statements of operations through cost of sales. These exchange-traded derivatives are settled on a daily basis by the Partnership through brokerage margin accounts.
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While the Partnership seeks to maintain a position that is substantially balanced within its commodity product purchase and sale activities, it may experience net unbalanced positions for short periods of time as a result of variances in daily purchases and sales and transportation and delivery schedules as well as other logistical issues inherent in the businesses, such as weather conditions. In connection with managing these positions, the Partnership is aided by maintaining a constant presence in the marketplace. The Partnership also engages in a controlled trading program for up to an aggregate of
Margin Deposits
All of the Partnership’s exchange-traded derivative contracts (designated and not designated) are transacted through clearing brokers. The Partnership deposits initial margin with the clearing brokers, along with variation margin, which is paid or received on a daily basis, based upon the changes in fair value of open futures contracts and settlement of closed futures contracts. Cash balances on deposit with clearing brokers and open equity are presented on a net basis within brokerage margin deposits in the consolidated balance sheets.
See Note 10, “Derivative Financial Instruments,” for additional information.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Partnership utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Partnership primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Partnership utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Partnership is able to classify fair value balances based on the observability of those inputs. The fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). At each balance sheet reporting date, the Partnership categorizes its financial assets and liabilities using the three levels of the fair value hierarchy defined as follows:
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as the Partnership’s exchange-traded derivative instruments and pension plan assets.
Level 2—Quoted prices in active markets are not available; however, pricing inputs are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 2 primarily consists of non-exchange-traded derivatives such as OTC derivatives.
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Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
See Note 11, “Fair Value Measurements,” for additional information.
Recently Issued Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an annual an interim basis. The amendments are effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Partnership is evaluating the impact of this standard on its disclosures.
Note 3. Acquisitions
Asset Acquisition
Acquisition of Terminals from Motiva Enterprises LLC—On December 21, 2023, the Partnership acquired
Upon an acquisition, the Partnership first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets in order to determine whether the acquisition should be accounted for as an asset acquisition. If the threshold is not substantially met, the Partnership then determines whether the acquisition meets the definition of a business (i.e., whether it includes, at a minimum, an input and a substantive process that together significantly contributes to the ability to create outputs).
Specific to the acquisition of the Terminal Facilities, consideration was given to the exception principle pertaining to the real estate assets acquired of real property and personal property and whether these assets should be considered a group of similar assets. The personal property assets cannot be removed from the real property without significant cost (i.e., disassembly) and diminution in both utility and fair value to both the real property and personal property. Additionally, the real property and personal property have similar risk characteristics since the land and terminal equipment are both used in the process of blending, storing and transporting petroleum products. The real property and personal property operate as a combined unit of account in order for the Partnership to achieve a desired economic return from the Terminal Facilities. The Partnership also considered and concluded that the nature of the Terminal Facilities and the different geographic regions where the Terminal Facilities reside do not rise to separate risks based on how these assets operate in the marketplace.
As a result of its analysis, the Partnership concluded the acquisition of the Terminal Facilities did not meet the criteria of a business combination pursuant to ASC 805, “Business Combinations,” and therefore was accounted for as an asset acquisition. The purchase price in an asset acquisition is allocated to the assets acquired and liabilities assumed based on their relative fair values and no goodwill is recognized. The Terminal Facilities were allocated to the Wholesale segment.
F-22
The following table presents the assets acquired and liabilities assumed as of December 21, 2023, the acquisition date (in thousands):
Assets acquired: | ||||
Inventories | $ | | ||
Property and equipment | | |||
Right of use assets | | |||
Intangible assets | | |||
Total assets acquired | | |||
Liabilities assumed: | ||||
Environmental liabilities | ( | |||
Lease liability | ( | |||
Total liabilities assumed | ( | |||
Net assets acquired |
| $ | |
Property and equipment were recorded at cost based on relative fair value as of December 21, 2023 using current market values and reproduction or replacement costs of similar assets.
Intangible assets consist of third-party customer relationship contracts and are amortized on a straight-line basis over the respective estimated periods for which the intangible assets will provide economic benefit to the Partnership, which the Partnerships expects to be
In connection with the acquisition, the Partnership incurred acquisition costs of approximately $
Business Combinations
Acquisition of Tidewater Convenience, Inc.—On September 20, 2022, the Partnership acquired substantially all of the assets of Tidewater in a cash transaction. The acquisition includes
The final fair values of the assets acquired and liabilities assumed as of September 20, 2022, the acquisition date, are set forth in the table below. The excess of the purchase price over the aggregate acquisition date value of identifiable net assets acquired was recorded as goodwill and assigned to the GDSO segment. Substantially all of the goodwill is expected to be deductible for tax purposes.
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The following table presents the final allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):
Assets purchased: |
| ||
Inventory | $ | | |
Property and equipment | | ||
Right of use assets | | ||
Total identifiable assets purchased | | ||
Liabilities assumed: | |||
Accrued expenses and other current liabilities | ( | ||
Environmental liabilities | ( | ||
Lease liability | ( | ||
Other non-current liabilities | ( | ||
Total liabilities assumed | ( | ||
Net identifiable assets acquired | | ||
Goodwill | | ||
Net assets acquired | $ | |
The fair values of the remaining assets and liabilities noted above approximate their carrying values at September 20, 2022, the acquisition date.
In connection with the acquisition, the Partnership incurred acquisition costs of approximately $
Acquisition of Miller Oil Co., Inc.—On February 1, 2022, the Partnership acquired substantially all of the retail motor fuel assets of Miller Oil in a cash transaction. The acquisition includes
The acquisition was accounted for using the purchase method of accounting in accordance with ASC 805. The Partnership’s financial statements include the results of operations of Miller Oil subsequent to the acquisition date.
In connection with the acquisition, the Partnership incurred acquisition costs of approximately $
Acquisition of Consumers Petroleum of Connecticut Incorporated—On January 25, 2022, the Partnership acquired substantially all of the assets of Consumers Petroleum in a cash transaction. The acquisition includes
The acquisition was accounted for using the purchase method of accounting in accordance with ASC 805. The
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Partnership’s financial statements include the results of operations of Consumers Petroleum subsequent to the acquisition date.
In connection with the acquisition, the Partnership incurred acquisition costs of approximately $
Supplemental Pro Forma Information—The following unaudited proforma information presents the consolidated results of operations of the Partnership as if the Tidewater, Miller Oil and Consumers Petroleum acquisitions occurred at the beginning of each year presented, with proforma adjustments to selling, general and administrative expenses, interest expense and income taxes (in thousands, except per unit data):
2022 |
| 2021 |
| ||||
Sales | $ | | $ | | |||
Net income | $ | | $ | | |||
Net income attributable to common limited partners | $ | | $ | | |||
Basic net income per common limited partner unit | $ | | $ | | |||
Diluted net income per common limited partner unit | $ | | $ | | |||
Note 4. Leases
The following table presents supplemental balance sheet information related to leases at December 31 (in thousands):
Assets: |
| Balance Sheet Location |
| 2023 |
| 2022 |
| ||
Right-of-use assets - operating | Right-of-use assets, net | $ | | $ | | ||||
Liabilities: |
| ||||||||
Current lease liability - operating | Lease liability - current portion | $ | | | |||||
Noncurrent lease liability - operating | Lease liability - less current portion | | | ||||||
Total lease liability | $ | | $ | | |||||
Lessee Lease Arrangements
The following table presents the components of lease cost for the years ended December 31 (in thousands):
Statement of operations location: | 2023 |
| 2022 |
| 2021 |
| |||
Cost of sales (a) | $ | | $ | | $ | | |||
Selling, general and administrative expenses | | | | ||||||
Operating expenses (b) | | | | ||||||
Total lease cost | $ | | $ | | $ | | |||
| (a) | Includes short-term lease costs of $ |
| (b) | Includes variable lease cost of $ |
Operating lease costs included in cost of sales are primarily associated with leases of barges and railcars and dedicated storage facility lease arrangements. Operating lease costs included in operating expenses are primarily
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associated with the leases of gasoline stations and convenience stores and terminal lease arrangements where the Partnership is responsible for operating the terminal facility. Operating lease costs included in selling, general and administrative expenses are primarily associated with the leases of office space, computers and automobiles.
The future minimum lease payments to be paid under operating leases in effect and included in the calculation of lease liabilities at December 31, 2023 were as follows (in thousands):
2024 | $ | | ||
2025 | | |||
2026 | | |||
2027 | | |||
2028 |
| | ||
Thereafter |
| | ||
Total lease payments | | |||
Less imputed interest | | |||
Total lease liabilities | $ | | ||
Current portion | $ | | ||
Long-term portion | | |||
Total lease liabilities | $ | |
The future minimum lease payments include $
Lessor Lease Arrangements
The following table presents the components of lease revenue for the years ended December 31 (in thousands):
Statement of operations location: | 2023 |
| 2022 |
| 2021 |
| |||
$ | | $ | | | |||||
| (a) | Lease revenue includes sub-lessor rental income from leased properties of $ |
| (b) | Includes variable lease revenue of $ |
The future minimum lease payments to be received under operating leases in effect at December 31, 2023 were as follows (in thousands):
2024 | $ | | ||
2025 | | |||
2026 | | |||
2027 |
| | ||
2028 |
| | ||
Thereafter |
| | ||
Total | $ | |
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Supplemental Information Related to Lease Arrangements
At December 31, 2023, the weighted average non-cancellable lease term was
2023 |
| 2022 |
| 2021 |
| ||||
Cash paid for amounts included in the measurement of lease liabilities | $ | | $ | | $ | | |||
Right-of-use assets obtained in exchange for new lease liabilities | $ | | $ | | $ | | |||
Note 5. 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):
Year Ended December 31, 2023 |
| ||||||||||||
Revenue from contracts with customers: |
| Wholesale |
| GDSO |
| Commercial |
| Total |
| ||||
Petroleum and related product sales | $ | | $ | | $ | | $ | | |||||
Station operations |
| — |
| |
| — |
| | |||||
Total revenue from contracts with customers | | | | | |||||||||
Other sales: | |||||||||||||
Revenue originating as physical forward contracts and exchanges | | — | | | |||||||||
| |
| |
| — |
| | ||||||
Total other sales | | | | | |||||||||
Total sales | $ | | $ | | $ | | $ | | |||||
Year Ended December 31, 2022 |
| ||||||||||||
Revenue from contracts with customers: |
| Wholesale |
| GDSO |
| Commercial |
| Total |
| ||||
Petroleum and related product sales | $ | | $ | | $ | | $ | | |||||
Station operations |
| — |
| |
| — |
| | |||||
Total revenue from contracts with customers | | | | | |||||||||
Other sales: | |||||||||||||
Revenue originating as physical forward contracts and exchanges | | — | | | |||||||||
| |
| |
| — |
| | ||||||
Total other sales | | | | | |||||||||
Total sales | $ | | $ | | $ | | $ | | |||||
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Year Ended December 31, 2021 |
| ||||||||||||
Revenue from contracts with customers: |
| Wholesale |
| GDSO |
| Commercial |
| Total |
| ||||
Petroleum and related product sales | $ | | $ | | $ | | $ | | |||||
Station operations |
| — |
| |
| — |
| | |||||
Total revenue from contracts with customers | | | | | |||||||||
Other sales: | |||||||||||||
Revenue originating as physical forward contracts and exchanges | | — | | | |||||||||
| |
| |
| — |
| | ||||||
Total other sales | | | | | |||||||||
Total sales | $ | | $ | | $ | | $ | | |||||
Nature of Goods and Services
Revenue from Contracts with Customers (ASC 606):
| ● | Refined petroleum products and renewable fuels—Under the Partnership’s Wholesale, GDSO and Commercial segments, revenue is recognized at the point where control of the product is transferred or throughput and logistics services are provided to the customer and collectability is reasonably assured. |
| ● | Station operations—Revenue from convenience store sales of grocery and other merchandise and sundries (such as car wash sales and lottery and ATM commissions) is recognized at the time of the sale to the customer. |
Other Revenue:
| ● | Revenue Originating as Physical Forward Contracts and Exchanges—The Partnership’s commodity contracts and derivative instrument activity include physical forward commodity sale contracts. The Partnership does not take the normal purchase and sale exemption available under ASC 815, “Derivatives and Hedging,” for any of its physical forward contracts. This income is recognized under ASC 815 and is included in sales at the contract value at the point where control of the product is transferred to the customer. Income from net exchange differentials included in sales is recognized under ASC 845, “Nonmonetary Transactions,” upon delivery of product to exchange partners. |
| ● | Revenue from Leases—The Partnership has rental income from gasoline stations and cobranding arrangements and lease income from space leased to several unrelated third parties at several of the Partnership’s terminals. |
Transaction Price Allocated to Remaining Performance Obligations
The Partnership has elected certain of the optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. Accordingly, the Partnership applies the
The fixed component of estimated revenues expected to be recognized in the future related to performance obligations tied to a market index that are unsatisfied (or partially unsatisfied) at the end of the reporting period are not significant.
F-28
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
Note 6. Goodwill and Intangible Assets
The following table presents changes in goodwill, all of which has been allocated to the GDSO segment (in thousands):
Balance at December 31, 2022 | $ | | ||
Acquisition (1) | | |||
Dispositions (2) | ( | |||
Balance at December 31, 2023 | $ | |
| (1) | Acquisition represents the recognition of goodwill associated with an immaterial acquisition of a company-operated gasoline station and convenience store operator. |
| (2) | Dispositions represent derecognition of goodwill associated with the sale and disposition of certain assets (see Note 8). |
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Intangible assets consisted of the following (in thousands):
Gross | Net | |||||||||||
Carrying | Accumulated | Intangible | Amortization | |||||||||
Amount | Amortization | Assets | Period | |||||||||
At December 31, 2023 | ||||||||||||
Intangible assets subject to amortization: | ||||||||||||
Terminalling services | $ | | $ | ( | $ | |
| |||||
Customer relationships |
| |
| ( |
| |
| |||||
Supply contracts |
| |
| ( |
| |
| |||||
Other intangible assets |
| |
| ( |
| |
| |||||
Total intangible assets | $ | | $ | ( | $ | | ||||||
At December 31, 2022 | ||||||||||||
Intangible assets subject to amortization: | ||||||||||||
Terminalling services | $ | | $ | ( | $ | |
| |||||
Customer relationships |
| |
| ( |
| |
| |||||
Supply contracts |
| |
| ( |
| |
| |||||
Other intangible assets |
| |
| ( |
| |
| |||||
Total intangible assets | $ | | $ | ( | $ | | ||||||
The aggregate amortization expense was approximately $
The estimated annual intangible asset amortization expense for future years ending December 31 is as follows (in thousands):
2024 |
| $ | | |
2025 |
| | ||
2026 |
| | ||
2027 |
| | ||
2028 |
| | ||
Thereafter |
| | ||
Total intangible assets | $ | |
Note 7. Property and Equipment
Property and equipment consisted of the following at December 31 (in thousands):
| 2023 |
| 2022 |
| |||
Buildings and improvements | $ | | $ | | |||
Land |
| |
| | |||
Fixtures and equipment |
| |
| | |||
Idle plant assets | | | |||||
Construction in process |
| |
| | |||
Capitalized internal use software |
| |
| | |||
Total property and equipment |
| |
| | |||
Less accumulated depreciation |
| |
| | |||
Total | $ | | $ | | |||
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Property and equipment includes retail gasoline station assets held for sale of $
At December 31, 2023, the Partnership had a $
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.
Construction in process in 2023 included $
Construction in process in 2022 included $
Depreciation
Depreciation expense allocated to cost of sales was approximately $
Depreciation expense allocated to selling, general and administrative expenses was approximately $
Note 8. Sale and Disposition of Assets
The following table provides the Partnership’s (gain) loss on sale and dispositions of assets for the years ended December 31 (in thousands):
|
| 2023 |
| 2022 |
| 2021 |
| ||||
Sale of Revere Terminal | $ | — | $ | ( | $ | — | |||||
Divestiture of retail gasoline stations | ( | $ | ( | $ | ( | ||||||
Loss on assets held for sale | | | — | ||||||||
Other | ( | ( | | ||||||||
Total | $ | ( | $ | ( | $ | ( | |||||
F-31
Sale of Revere Terminal
On June 28, 2022, the Partnership completed the sale of its terminal located on Boston Harbor in Revere, Massachusetts for a purchase price of $
Divestiture of Retail Gasoline Stations
The Partnership may divest certain retail gasoline stations in periodic sale transactions or coordinated divesture programs. The gain or loss on the sales of these assets, representing cash proceeds less net book value of assets and recognized liabilities at disposition, net of settlement and dispositions costs, is recorded in net gain on sale and disposition of assets in the accompanying consolidated statements of operations.
The Partnership sold
The Partnership recognized a gain of $
Loss on Assets Held for Sale
In conjunction with the divestiture of retail gasoline stations and terminal assets, the Partnership may classify certain gasoline station and terminal assets as held for sale. Impairment charges related to assets held for sale are included in net gain on sale and disposition of assets in the accompanying consolidated statements of operations.
The Partnership classified
The Partnership recorded impairment charges related to assets held for sale associated with the divestiture of retail gasoline stations in the amount of $
Retail gasoline station assets held for sale of $
Other
The Partnership recognizes gains and losses on the sale and disposition of other assets, including vehicles, fixtures and equipment, and the gain or loss on such other assets are included in other in the aforementioned table.
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Note 9. Debt and Financing Obligations
Credit Agreement
Certain subsidiaries of the Partnership, as borrowers, and the Partnership and certain of its subsidiaries, as guarantors, had a $
On February 2, 2023, the Partnership and certain of its subsidiaries entered into the eighth amendment to the third amended and restated credit agreement, pursuant to which the Partnership and the lenders under the Credit Agreement agreed to a reallocation of $
On May 2, 2023, the Partnership and certain of its subsidiaries entered into the ninth amendment to third amended and restated credit agreement and joinder (the “Ninth Amendment”) which, among other things, increased the applicable revolver rate by
On December 7, 2023, the Partnership exercised a portion of the accordion feature included in the Credit Agreement (as further described below) and increased the aggregate working capital revolving commitments by $
As of December 31, 2023, there were
| ● | 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 $ |
| ● | a $ |
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 $
The Credit Agreement has an accordion feature whereby the Partnership may request on the same terms and conditions then applicable to the Credit Agreement, provided no Default (as defined in the Credit Agreement) then exists, an increase to the working capital revolving credit facility, the revolving credit facility, or both, by up to another $
In addition, the Credit Agreement includes a swing line pursuant to which Bank of America, N.A., as the swing
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line lender, may make swing line loans in U.S. dollars in an aggregate amount equal to the lesser of (a) $
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. Under the Credit Agreement, borrowings under the working capital revolving credit facility cannot exceed the then current borrowing base. 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. These and other events could require the Partnership to seek waivers or amendments of covenants or alternative sources of financing or to reduce expenditures. The Partnership can provide no assurance that such waivers, amendments or alternative financing could be obtained or, if obtained, would be on terms acceptable to the Partnership.
Borrowings under the working capital revolving credit facility bear interest at (1) the Daily or Term secured overnight financing rate (“SOFR”) plus a
The average interest rates for the Credit Agreement were
The Credit Agreement provides for a letter of credit fee equal to the then applicable working capital rate or then applicable revolver rate per annum for each letter of credit issued. In addition, the Partnership incurs a commitment fee on the unused portion of each facility under the Credit Agreement, ranging from
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 December 31, 2023, the Partnership estimated working capital revolving credit facility borrowings will equal or exceed $
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The table below presents the total borrowings and availability under the Credit Agreement at December 31 (in thousands):
| 2023 |
| 2022 |
| |||
Total available commitments | $ | | $ | | |||
Working capital revolving credit facility-current portion | | | |||||
Working capital revolving credit facility-less current portion | — | — | |||||
Revolving credit facility | | | |||||
Total borrowings outstanding | | | |||||
Less outstanding letters of credit | | | |||||
Total remaining availability for borrowings and letters of credit (1) | $ | | $ | | |||
| (1) | Subject to borrowing base limitations. |
The Credit Agreement is secured by substantially all of the assets of the Partnership and the Partnership’s wholly owned subsidiaries and is guaranteed by the Partnership and certain of its subsidiaries.
The Credit Agreement imposes certain requirements on the borrowers including, for example, a prohibition against distributions if any potential default or Event of Default (as defined in the Credit Agreement) would occur as a result thereof, and certain limitations on the Partnership’s ability to grant liens, make certain loans or investments, incur additional indebtedness or guarantee other indebtedness, make any material change to the nature of the Partnership’s businesses or undergo a fundamental change, make any material dispositions, acquire another company, enter into a merger, consolidation, or sale-leaseback transaction or purchase of assets.
The Credit Agreement also includes certain baskets, including: (i) a $
In addition, the Credit Agreement provides the ability for the borrowers to repay certain junior indebtedness, subject to a $
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 December 31, 2023.
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Supplemental cash flow information
The following table presents supplemental cash flow information related to the Credit Agreement for the years ended December 31 (in thousands):
2023 |
| 2022 |
| 2021 |
| |||||
Borrowings from working capital revolving credit facility | $ | | $ | | $ | | ||||
Payments on working capital revolving credit facility | ( | ( | ( | |||||||
Net (payments on) borrowings from working capital revolving credit facility | $ | ( | $ | ( | $ | | ||||
Borrowings from revolving credit facility | $ | | $ | | $ | | ||||
Payments on revolving credit facility | ( | ( | ( | |||||||
Net borrowings from (payments on) revolving credit facility | $ | | $ | | $ | ( | ||||
Senior Notes
On January 18, 2024, the Partnership and GLP Finance Corp. (the “Issuers”) issued $
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
The Issuers will have the option to redeem up to
The 2032 Notes Indenture contains covenants that limit the Partnership’s ability to, among other things, incur
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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 $
On October 7, 2020, the Issuers issued $
In connection with the private placement of the 2029 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 “2029 Notes Indenture”).
The 2029 Notes mature on January 15, 2029 with interest accruing at a rate of
The Issuers have the option to redeem the 2029 Notes, in whole or in part, at any time on or after January 15, 2024, at the redemption prices of
The 2029 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 2029 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2029 Notes, (ii) breach of the Partnership’s covenants under the 2029 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 $
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On July 31, 2019, the Issuers issued $
In connection with the private placement of the 2027 Notes on July 31, 2019, the Issuers and the subsidiary guarantors and Regions Bank (as successor trustee to Deutsche Bank Trust Company Americas), as trustee, entered into an indenture as may be supplemented from time to time (the “2027 Notes Indenture”).
The 2027 Notes mature on August 1, 2027 with interest accruing at a rate of
The Issuers have the option to redeem the 2027 Notes, in whole or in part, at any time on or after August 1, 2023, at the redemption prices of
The 2027 Notes Indenture contains covenants that will 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 2027 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2027 Notes, (ii) breach of the Partnership’s covenants under the 2027 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 $
Financing Obligations
Capitol Acquisition
In connection with the June 2015 acquisition of retail gasoline stations and dealer supply contracts from Capitol, the Partnership assumed a financing obligation of $
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obligation balance outstanding at December 31, 2023 was $
Sale-Leaseback Transaction
In connection with a sale in June 2016 of real property assets, including the buildings, improvements and appurtenances thereto, at
The sale did not meet the criteria for sale accounting as of December 31, 2023 due to prohibited continuing involvement. Specifically, the sale is considered a partial-sale transaction, which is a form of continuing involvement as the Partnership did not transfer to the buyer the storage tank systems which are considered integral equipment of the Sale-Leaseback Sites. Additionally, a portion of the sold sites have material sub-lease arrangements, which is also a form of continuing involvement. As the sale of the Sale-Leaseback Sites did not meet the criteria for sale accounting, the Partnership did
As a result of not meeting the criteria for sale accounting for these sites, the Sale-Leaseback Transaction is accounted for as a financing arrangement. As such, the property and equipment sold and leased back by the Partnership has not been derecognized and continues to be depreciated. In connection with this transactions, the Partnership recognized a corresponding financing obligation of $
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 2023, the Partnership capitalized additional financing fees of $
Also in connection with the Ninth Amendment, the Partnership incurred expenses of approximately $
Unamortized fees related to the Credit Agreement are included in other current assets and other long-term assets and amounted to $
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Amortization expense of approximately $
Note 10. Derivative Financial Instruments
The following table summarizes the notional values related to the Partnership’s derivative instruments outstanding at December 31, 2023:
Units (1) |
| Unit of Measure |
| ||
Exchange-Traded Derivatives | |||||
Long | |
| Thousands of barrels | ||
Short | ( |
| Thousands of barrels | ||
OTC Derivatives (Petroleum/Ethanol) | |||||
Long | |
| Thousands of barrels | ||
Short | ( |
| 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 years ended December 31 (in thousands):
Statement of Gain (Loss) |
| |||||||||||
Recognized in Income on |
| |||||||||||
Derivatives | 2023 | 2022 | 2021 |
| ||||||||
Derivatives in fair value hedging relationship |
|
|
|
|
|
|
|
| ||||
Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products |
| Cost of sales | $ | | $ | ( | $ | ( | ||||
Hedged items in fair value hedge relationship | ||||||||||||
Physical inventory |
| Cost of sales | $ | ( | $ | | $ | | ||||
Cash Flow Hedges
In 2020, to hedge the Partnership’s cash flow risk relative to certain trends and the fluctuations in commodity prices observed within the GDSO segment, the Partnership entered into exchange-traded commodity swap contracts and designated them as a cash flow hedge of its fuel purchases designed to reduce its cost of fuel if market prices rise through 2021 or increase its cost of fuel if market prices decrease through 2021. The amount of income recognized in other comprehensive income for derivatives designated in cash flow hedging relationships was $
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years ended December 31, 2023, 2022 and 2021, respectively. The amount of income reclassified from other comprehensive income into cost of sales for derivatives designated in cash flow hedging relationships was $
Derivatives Not Accounted for as Hedges
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 years ended December 31 (in thousands):
Statement of Gain (Loss) | ||||||||||||
Derivatives not designated as | Recognized in | |||||||||||
hedging instruments |
| Income on Derivatives |
| 2023 |
| 2022 |
| 2021 |
| |||
Commodity contracts |
| Cost of sales | $ | | $ | | $ | | ||||
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 December 31, 2023 and 2022 (in thousands):
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 | $ | — | $ | | $ | | ||||
Forward derivative contracts (1) |
| Derivative assets | — | | | |||||||
Total asset derivatives | $ | — | $ | | $ | | ||||||
Liability Derivatives: |
| |||||||||||
Exchange-traded derivative contracts |
| Broker margin deposits | $ | | $ | ( | $ | ( | ||||
Forward derivative contracts (1) | Derivative liabilities | — | ( | ( | ||||||||
Total liability derivatives | $ | | $ | ( | $ | ( | ||||||
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December 31, 2022 |
| |||||||||||
Derivatives | Derivatives Not |
| ||||||||||
Designated as | Designated as |
| ||||||||||
Hedging | Hedging |
| ||||||||||
Balance Sheet Location | Instruments | Instruments | Total |
| ||||||||
Asset Derivatives: |
|
|
|
|
|
|
|
| ||||
Exchange-traded derivative contracts |
| Broker margin deposits | $ | ( | $ | | $ | | ||||
Forward derivative contracts (1) |
| Derivative assets | — | | | |||||||
Total asset derivatives | $ | ( | $ | | $ | | ||||||
Liability Derivatives: |
| |||||||||||
Exchange-traded derivative contracts | Broker margin deposits | $ | — | $ | ( | $ | ( | |||||
Forward derivative contracts (1) |
| Derivative liabilities | — | ( | ( | |||||||
Total liability derivatives | $ | — | $ | ( | $ | ( | ||||||
| (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.
Note 11. Fair Value Measurements
Recurring Fair Value Measures
Assets and liabilities are classified in the entirety based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value assets and liabilities and their placement within the fair value hierarchy levels.
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Fair Value at December 31, 2023 |
| ||||||||||||
Cash Collateral |
| ||||||||||||
| Level 1 |
| Level 2 |
| Netting |
| Total |
| |||||
Forward derivative contracts (1) | $ | — | $ | | $ | — | $ | | |||||
Exchange-traded/cleared derivative instruments (2) |
| |
| — |
| ( |
| | |||||
Pension plans |
| |
| — |
| — |
| | |||||
Total assets | $ | | $ | | $ | ( | $ | | |||||
Liabilities: | |||||||||||||
$ | — | $ | ( | $ | — | $ | ( | ||||||
Fair Value at December 31, 2022 |
| ||||||||||||
Cash Collateral |
| ||||||||||||
| Level 1 |
| Level 2 |
| Netting |
| Total |
| |||||
Assets: | |||||||||||||
Forward derivative contracts (1) | $ | — | $ | | $ | — | $ | | |||||
Exchange-traded/cleared derivative instruments (2) |
| ( |
| — |
| |
| | |||||
Pension plans |
| |
| — |
| — |
| | |||||
Total assets | $ | | $ | | $ | | $ | | |||||
Liabilities: | |||||||||||||
Forward derivative contracts (1) | $ | — | $ | ( | $ | — | $ | ( | |||||
| (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 10.
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 values of the Level 1 exchange-traded/cleared derivative instruments and pension plan assets were determined using quoted prices in active markets for identical assets. Specifically, the fair values of the Level 1 exchange-traded/cleared derivative instruments were based on quoted process obtained from the NYMEX, CME and ICE. The fair values of the Level 1 pension plan assets were based on quoted prices for identical assets which primarily consisted of fixed income securities, equity securities and cash and cash equivalents.
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The values of the Level 2 derivative contracts were calculated using expected cash flow models and market approaches based on observable market inputs, including published and quoted commodity pricing data, which is verified against other available market data. Specifically, the fair values of the Level 2 derivative commodity contracts were derived from published and quoted NYMEX, CME, ICE, New York Harbor and third-party pricing information for the underlying instruments using market approaches. The fair value of the Level 2 interest rate instruments was derived from the implied forward LIBOR yield curve for the sale period as the future interest rate swap settlements using expected cash flow models. The Partnership has not changed its valuation techniques or Level 2 inputs during the years ended December 31, 2023 and 2022.
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.
2023 | 2022 | |||||||||||
Face | Fair | Face | Fair | |||||||||
Value | Value | Value | Value | |||||||||
$ | | $ | | $ | | $ | | |||||
$ | | $ | | $ | | $ | | |||||
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 year, accounting guidance requires quantitative disclosures about the fair value measurements separately for each major category. See Note 2 for a discussion of the Partnership’s losses on impairment of assets, Note 3 for acquired assets and liabilities measured on a non-recurring basis and Note 8 for assets held for sale.
Note 12. Commitments and Contingencies
The Partnership is subject to contingencies, including legal proceedings and claims arising out of the normal course of business that cover a wide range of matters, including, among others, environmental matters and contract and employment claims.
Purchase Commitments
The Partnership has minimum retail gasoline volume purchase requirements with various unrelated parties. These gallonage requirements are purchased at the fair market value of the product at the time of delivery. Should these gallonage requirements not be achieved, the Partnership may be liable to pay penalties to the appropriate supplier. As of
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December 31, 2023, the Partnership has fulfilled all gallonage commitments.
2024 |
| | |
2025 |
| | |
2026 |
| | |
2027 |
| | |
2028 |
| | |
Thereafter |
| | |
Total |
| |
Brand Fee Agreement
The Partnership entered into a brand fee agreement with ExxonMobil Corporation (“ExxonMobil”) which entitles the Partnership to operate retail gasoline stations under the Mobil-branded trade name and related trade logos. The fees, which are based upon an estimate of the volume of gasoline and diesel to be sold at the gasoline stations acquired from ExxonMobil in 2010, are due on a monthly basis. The brand fee agreement expires in September 2025.
2024 |
| $ | | |
2025 |
| | ||
Total | $ | |
Total expenses reflected in cost of sales related to this agreement were approximately $
Other Commitments
In February 2013, the Partnership assumed access right agreements with the Port of Columbia County (formerly known as Port of St. Helens) for access rights to the rail spur and dock located at the Partnership’s Oregon facility. The total expense under these agreements amounted to approximately $
Operating Leases
Please see Note 4 for a discussion of the Partnership’s operating lease obligations related to leases for office space and computer equipment, land, gasoline stations, railcars and barges.
Environmental Liabilities
Please see Note 15 for a discussion of the Partnership’s environmental liabilities.
Legal Proceedings
Please see Note 25 for a discussion of the Partnership’s legal proceedings.
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Note 13. Trustee Taxes and Accrued Expenses and Other Current Liabilities
Trustee Taxes
The Partnership collects trustee taxes, which consist of various pass through taxes collected on behalf of taxing authorities, and remits such taxes directly to those taxing authorities. Examples of trustee taxes include, among other things, motor fuel excise tax and sales and use tax. As such, it is the Partnership’s policy to exclude trustee taxes from revenues and cost of sales and account for them as current liabilities. The Partnership had trustee taxes payable of $
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following at December 31 (in thousands):
| 2023 |
| 2022 |
| |||
Barging transportation, product storage and other ancillary cost accruals | $ | | $ | | |||
Employee compensation |
| |
| | |||
Accrued interest |
| |
| | |||
Other |
| |
| | |||
Total | $ | | $ | | |||
Employee compensation consisted of bonuses, vacation and other salary accruals. Ancillary costs consisted of cost accruals related to product expediting and storage.
Note 14 Income Taxes
GMG, a wholly owned subsidiary of the Partnership, is a taxable entity for federal and state income tax purposes. Current and deferred income taxes are recognized on the separate earnings of GMG, including its proportional earnings from its equity method investment in SPR as described in Note 17, and the after-tax earnings of GMG are included in the consolidated earnings of the Partnership.
The following table presents a reconciliation of the difference between the statutory federal income tax rate and the effective income tax rate for the years ended December 31:
| 2023 |
| 2022 |
| 2021 |
| |
Federal statutory income tax rate |
| | % | | % | | % |
State income tax rate, net of federal tax benefit |
| | % | | % | | % |
Derecognition of goodwill | — | % | — | % | | % | |
Partnership income not subject to tax | ( | % | ( | % | ( | % | |
Effective income tax rate |
| | % | | % | | % |
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The following table presents the components of the provision for income taxes for the years ended December 31 (in thousands):
| 2023 |
| 2022 |
| 2021 |
| ||||
Current: | ||||||||||
Federal | $ | | $ | — | $ | — | ||||
State | | | | |||||||
Total current |
| |
| |
| | ||||
Deferred: | ||||||||||
Federal |
| |
| |
| | ||||
State |
| ( |
| |
| | ||||
Total deferred |
| |
| |
| | ||||
Total | $ | | $ | | $ | | ||||
Significant components of long-term deferred taxes were as follows at December 31 (in thousands):
| 2023 |
| 2022 |
| |||
Deferred Income Tax Assets | |||||||
Accounts receivable allowances | $ | | $ | | |||
Environmental liability |
| |
| | |||
Asset retirement obligation |
| |
| | |||
Deferred financing obligation | | | |||||
Lease liability | | | |||||
Other |
| |
| | |||
Federal net operating loss carryforwards |
| |
| | |||
State net operating loss carryforwards |
| |
| | |||
Tax credit carryforward |
| |
| | |||
Interest expense carryforwards |
| |
| | |||
Total deferred tax assets, gross | | | |||||
Valuation allowance | ( | ( | |||||
Total deferred tax assets, net | $ | | $ | | |||
Deferred Income Tax Liabilities | |||||||
Property and equipment | $ | ( | $ | ( | |||
Land | ( | ( | |||||
Right of use assets | ( | ( | |||||
Basis difference in SPR joint venture | ( | — | |||||
Total deferred tax liabilities | $ | ( | $ | ( | |||
Net deferred tax liabilities | $ | ( | $ | ( | |||
At December 31, 2023, GMG had federal net operating loss carryforwards of approximately $
Utilization of the net operating loss carryforwards may be subject to annual limitations due to the ownership percentage change limitations provided by the Internal Revenue Code Section 382 and similar state provisions. In the event of a deemed change in control under Internal Revenue Code Section 382, an annual limitation imposed on the utilization of net operating losses may result in the expiration of all or a portion of the net operating loss carryforwards.
At December 31, 2023, the Partnership had $
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$
The following table presents changes in the valuation allowance for the years ended December 31 (in thousands):
Balance at | Current | Balance | ||||||||
Beginning | Period | at End |
| |||||||
Description | of Period | Provision | of Period |
| ||||||
Year ended December 31, 2023 | ||||||||||
Valuation allowance | $ | | $ | | $ | | ||||
Year ended December 31, 2022 | ||||||||||
Valuation allowance | $ | | $ | | $ | | ||||
Year ended December 31, 2021 | ||||||||||
Valuation allowance | $ | | $ | | $ | | ||||
At December 31, 2023, the Partnership also had a $
The following presents a reconciliation of the differences between income before income tax expense and income subject to income tax expense for the years ended December 31 (in thousands):
| 2023 |
| 2022 |
| 2021 |
| ||||
Income before income tax expense | $ | | $ | | $ | | ||||
Less non—taxable income |
| |
| |
| | ||||
Income subject to income tax expense | $ | | $ | | $ | | ||||
The Partnership made approximately $
GMG files income tax returns in the United States and various state jurisdictions. With few exceptions, the Partnership is subject to income tax examinations by tax authorities for all years dated back to 2020.
Unrecognized tax benefits represent uncertain tax positions for which reserves have been established. The Partnership had
The FASB’s accounting guidance for income taxes clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing a minimum recognition threshold and measurement of a
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tax position taken or expected to be taken in a tax return. The Partnership performed an evaluation of all material tax positions for the tax years that remain subject to examination by major tax jurisdictions as of December 31, 2023 (tax years ended December 31, 2023, 2022, 2021 and 2020). Tax positions that do not meet the more-likely-than-not recognition threshold at the financial statement date may not be recognized or continue to be recognized under the accounting guidance for income taxes. The Partnership classifies interest and penalties related to income taxes as components of its provision for income taxes. There were
Note 15. Environmental Liabilities and Renewable Identification Numbers (RINs)
Environmental Liabilities
The Partnership owns or leases properties where refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane are being or may have been handled. These properties and the refined petroleum products, gasoline blendstocks, renewable fuels and crude oil handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, the Partnership could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to clean up contaminated property arising from the release of liquids, pollutants or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination.
The Partnership maintains insurance of various types with varying levels of coverage that it considers adequate under the circumstances to cover its operations and properties. The insurance policies are subject to deductibles that the Partnership considers reasonable and not excessive. In addition, the Partnership has entered into indemnification agreements with various sellers in conjunction with several of its acquisitions. Certain environmental remediation obligations at several acquired retail gasoline station assets from Capitol in June 2015 and Alliance Energy LLC (“Alliance”) in March 2012 are being funded by third parties who assumed certain liabilities in connection with Capitol’s acquisition of these assets from ExxonMobil in 2009 and 2010 and Alliance’s acquisition of these assets from ExxonMobil in 2011 and, therefore, cost estimates for such obligations at these stations are not included in this estimate of liability to the Partnership. Allocation of a known environmental liability is an issue negotiated in connection with each of the Partnership’s acquisition transactions. In each case, the Partnership makes an assessment of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, the Partnership determines whether to, and the extent to which it will, assume liability for existing environmental conditions.
In connection with the acquisition of
The following table presents a summary roll forward of the Partnership’s environmental liabilities, which were recorded on an undiscounted basis, at December 31, 2023 (in thousands):
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| Balance at |
|
|
| Other |
| Balance at |
| |||||||||||
December 31, | Additions | Payments | Dispositions | Adjustments | December 31, |
| |||||||||||||
Environmental Liability Related to: | 2022 | 2023 | 2023 | 2023 | 2023 | 2023 |
| ||||||||||||
Retail gasoline stations | $ | | $ | — | $ | ( | $ | ( | $ | | $ | | |||||||
Terminals |
| |
| |
| ( |
| — |
| |
| | |||||||
Total environmental liabilities | $ | | $ | | $ | ( | $ | ( | $ | | $ | | |||||||
Current portion | $ | | $ | | |||||||||||||||
Long-term portion |
| |
| | |||||||||||||||
$ | | $ | | ||||||||||||||||
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.
Renewable Identification Numbers (RINs)
A RIN is a serial number assigned to a batch of renewable fuel for the purpose of tracking its production, use, and trading as required by the U.S. Environmental Protection Agency’s (“EPA”) Renewable Fuel Standard that originated with the Energy Policy Act of 2005 and modified by the Energy Independence and Security Act of 2007. To evidence that the required volume of renewable fuel is blended with gasoline and diesel motor vehicle fuels, obligated parties must retire sufficient RINs to cover their Renewable Volume Obligation (“RVO”). The Partnership’s EPA obligations relative to renewable fuel reporting are comprised of foreign gasoline and diesel that the Partnership may import and blending operations at certain facilities. As a wholesaler of transportation fuels through its terminals, the Partnership separates RINs from renewable fuel through blending with gasoline and can use those separated RINs to settle its RVO. While the annual compliance period for the RVO is a calendar year and the settlement of the RVO typically occurs by March 31 of the following year, the settlement of the RVO can occur, under certain EPA deferral actions, more than
The Partnership’s Wholesale segment’s operating results may be sensitive to the timing associated with its RIN position relative to its RVO at a point in time, and the Partnership may recognize a mark-to-market liability for a shortfall in RINs at the end of each reporting period. To the extent that the Partnership does not have a sufficient number of RINs to satisfy the RVO as of the balance sheet date, the Partnership charges cost of sales for such deficiency based on the market price of the RINs as of the balance sheet date and records a liability representing the Partnership’s obligation to purchase RINs. The Partnership’s RVO deficiency was $
The Partnership may enter into RIN forward purchase and sales commitments. Total losses from firm non-cancellable commitments were immaterial at both December 31, 2023 and 2022.
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Note 16. Employee Benefit Plans
The Partnership sponsors and maintains the Global Partners LP 401(k) Savings and Profit Sharing Plan (the “Global 401(k) Plan”), a qualified defined contribution plan. Eligible employees may elect to contribute up to
GMG sponsors and maintains the Global Montello Group Corp. 401(k) Savings and Profit Sharing Plan (the “GMG 401(k) Plan”), a qualified defined contribution plan. Eligible employees may elect to contribute up to
The Global 401(k) Plan and the GMG 401(k) Plan collectively had expenses of approximately $
In addition, the General Partner sponsors and maintains the Global Partners LP Pension Plan (the “Global Pension Plan”), and GMG sponsors and maintains the Global Montello Group Corp. Pension Plan (the “GMG Pension Plan”) (collectively, the “Pension Plans”), each being a qualified defined benefit pension plan. The Global Pension Plan and the GMG Pension Plan were amended to freeze participation and benefit accruals effective in 2009 and 2012, respectively. On November 1, 2023, the Partnership provided communication to participants of the Pension Plans of its intention to terminate the Pension Plans effective December 31, 2023. The Partnership expects the settlement of its obligations under the Pension Plans will be completed in 2024.
The following table presents each plan’s funded status and the total amounts recognized in the consolidated balance sheets at December 31 (in thousands):
December 31, 2023 |
| |||||||||
| Global |
| GMG |
|
| |||||
Pension Plan | Pension Plan | Total |
| |||||||
Projected benefit obligation | $ | | $ | | $ | | ||||
Fair value of plan assets |
| |
| |
| | ||||
Net pension asset | $ | ( | $ | ( | $ | ( | ||||
December 31, 2022 |
| |||||||||
Global | GMG | |||||||||
| Pension Plan |
| Pension Plan |
| Total |
| ||||
Projected benefit obligation | $ | | $ | | $ | | ||||
Fair value of plan assets |
| |
| |
| | ||||
Net (pension asset) unfunded pension liability | $ | ( | $ | ( | $ | ( | ||||
Total actual return on plan assets was $
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The following presents the components of the net periodic change in benefit obligation for the Pension Plans for the years ended December 31 (in thousands):
| 2023 |
| 2022 |
| 2021 |
| ||||
Benefit obligation at beginning of year | $ | | $ | | $ | | ||||
| | | ||||||||
Actuarial gain | ( | ( | ( | |||||||
Benefits paid | ( | ( | ( | |||||||
Benefit obligation at end of year | $ | | $ | | $ | | ||||
The following presents the weighted-average actuarial assumptions used in determining each plan’s annual pension expense for the years ended December 31:
Global Pension Plan | GMG Pension Plan | ||||||||||||
| 2023 |
| 2022 |
| 2021 |
| 2023 |
| 2022 |
| 2021 |
| |
Discount rate | |||||||||||||
Expected return on plan assets | |||||||||||||
The discount rates were selected by performing a cash flow/bond matching analysis based on the FTSE Above Median Double-A Pension Discount Curve for December 2023.
The fundamental investment objective of each of the Pension Plans is to provide a rate of return sufficient to fund the retirement benefits under the applicable Pension Plan at a reasonable cost to the applicable plan sponsor. At a minimum, the rate of return should equal or exceed the discount rate assumed by the Pension Plan’s actuaries in projecting the funding cost of the Pension Plan under the applicable Employee Retirement Income Security Act (“ERISA”) standards. To do so, the General Partner’s Pension Committee may appoint one or more investment managers to invest all or portions of the assets of the Pension Plans in accordance with specific investment guidelines, objectives, standards and benchmarks.
As discussed above, the Partnership expects to settle its obligations under the Pension Plans in 2024. The following presents the Pension Plans’ benefits as of December 31, 2023 to be paid in each of the next five fiscal years and in the aggregate for the next five fiscal years thereafter, in the event the Partnership is unable to complete the termination process and settlement (in thousands):
2024 | $ | |
| |
2025 | | |||
2026 | | |||
2027 | | |||
2028 | | |||
2029—2033 | | |||
Total | $ | |
The cost of annual contributions to the Pension Plans is not significant to the General Partner, the Partnership or its subsidiaries. Total contributions made by the General Partner, the Partnership and its subsidiaries to the Pension Plans were approximately $
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Note 17. 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 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 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.
During 2023, the Partnership contributed approximately $
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 $
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 $
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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. 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 December 31, 2023.
The Partnership recognized income of $
Note 18. Related-Party Transactions
Services Agreement—The Partnership is a party to a services agreement with various entities which own limited partner interests in the Partnership and interests in the General Partner and which are
General Partner—Affiliates of the Slifka family own
In addition, the Partnership paid certain costs in connection with a compensation funding agreement with the General Partner. See Note 19, “Long-Term Incentive Plan–Repurchase Program.”
Spring Partners Retail LLC—The Partnership, through its subsidiary, SPR Operator, is party to an operations and maintenance agreement with the Partnership’s joint venture, SPR (see Note 17). 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 $
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Accounts receivable–affiliates consisted of the following at December 31 (in thousands):
| 2023 |
| 2022 |
| |||
Receivables from the General Partner (1) | $ | | $ | | |||
Receivables from Spring Partners Retail LLC (2) | | — | |||||
Total | $ | | $ | | |||
| (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
On October 23, 2023, the Partnership, through its wholly owned subsidiary, Global Everett Landco, LLC, entered into the Everett LLC Agreement of Everett, a Delaware limited liability company formed as a joint venture with 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 17.
Sale of the Revere Terminal—On June 28, 2022, the Partnership completed the sale of its terminal located on Boston Harbor in Revere, Massachusetts (the “Revere Terminal”) to Revere MA Owner LLC (the “Revere Buyer”) for a purchase price of $
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
After closing costs and the preliminary payment of the Initial Sellers Share, the Partnership received net proceeds of approximately $
In connection with the sale of the Revere Terminal, the Partnership recognized a net gain of approximately $
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 $
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current liabilities in the accompanying consolidated balance sheet as of December 31, 2023 and 2022, respectively. Approximately $
Leases of Real Property—One of the Partnership’s executive officers owns a
Note 19. Long-Term Incentive Plans
The Partnership has a Long-Term Incentive Plan, as amended (the “LTIP”), whereby a total of
2023 Phantom Unit Awards – Executive Officers
2023 Service-Based Phantom Unit Award–On March 3, 2023, the Compensation Committee of the board of directors of the General Partner (the “Compensation Committee”) granted 2023 service-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner. The phantom units granted under the 2023 service-based awards vested or will vest in approximate -third installments over a
2023 Performance Phantom Unit Award–On August 22, 2023, the Compensation Committee granted performance-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner. These awards represent the right to receive common units of the Partnership (or cash equivalent) in an amount up to
2023 Supplemental Discretionary Phantom Unit Awards– On February 23, 2023, the Compensation Committee granted a supplemental bonus to certain executives of the General Partner, such bonuses to be paid
On May 3, 2023, the Compensation Committee granted a second supplemental grant of service-based awards and associated DERs under the LTIP to certain executives of the General Partner. The phantom units granted under these awards will vest on May 3, 2025. The DERs that were granted in tandem with these phantom units will vest and become
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payable simultaneously with the vesting of the phantom units.
2022 Phantom Unit Award – Executive Officers
On June 8, 2022, the Compensation Committee granted service-based and performance-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner.
Phantom Unit Award–The phantom units granted will vest in approximate thirds over a
2022 Performance Phantom Unit Award–These awards represent the right to receive common units of the Partnership (or cash equivalent) in an amount up to
Phantom Unit Award – Non-Employee Directors
On August 22, 2023, the Compensation Committee granted awards of phantom units and associated DERs under the LTIP to the non-employee directors of the General Partner. The phantom awards granted vested on January 5, 2024 and became payable on a one-for-one basis in common units of the Partnership (or cash equivalent). The DERs that were granted in tandem with the phantom units also vested and became payable simultaneously with the vesting of the phantom units.
On October 14, 2022, the Compensation Committee granted awards of phantom units and associated DERs under the LTIP to the non-employee directors of the General Partner. The phantom awards granted vested on January 1, 2023 and became payable on a one-for-one basis in common units of the Partnership (or cash equivalent). The DERs that were granted in tandem with the phantom units also vested and became payable simultaneously with the vesting of the
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phantom units.
The following table presents a summary of the non-vested phantom units granted under the LTIP:
Non-Vested Phantom Units | ||||||||||
Weighted | ||||||||||
Service- | Performance- | Average |
| |||||||
Based | Based | Grant Date | Fair Value |
| ||||||
Awards | Awards | Fair Value ($) | (in thousands) |
| ||||||
Outstanding non—vested units at December 31, 2021 |
| | — | | $ | | ||||
Granted | | | | | ||||||
Vested |
| ( | — | | ( | |||||
Forfeited |
| ( | ( | | ( | |||||
Outstanding non—vested units at December 31, 2022 |
| | | | $ | | ||||
Granted | | | | | ||||||
Vested |
| ( | — | | ( | |||||
Outstanding non—vested units at December 31, 2023 |
| | | | $ | | ||||
Accounting guidance for share-based compensation requires that a non-vested equity share unit awarded to an employee is to be measured at its fair value as if it were vested and issued on the grant date.
Compensation cost for an award of share-based employee compensation classified as equity is recognized over the requisite service period. The requisite service period for the Partnership is from the grant date through the vesting dates described in the grant agreement. The Partnership recognizes as compensation expense for the awards granted to employees and non-employee directors the value of the portion of the award that is ultimately expected to vest over the requisite service period on a straight-line basis. Compensation cost and granted units associated with performance-based awards are recognized based on the probability of the performance target being achieved. The Partnership recognizes forfeitures as they occur.
The Partnership recorded total compensation expense related to the outstanding LTIP awards of $
The total compensation cost related to the non-vested awards not yet recognized at December 31, 2023 was approximately $
Repurchase Program
In May 2009, the board of directors of the General Partner authorized the repurchase of the Partnership’s common units (the “Repurchase Program”) for the purpose of meeting the General Partner’s anticipated obligations to deliver common units under the LTIP and meeting the General Partner’s obligations under existing employment agreements and other employment related obligations of the General Partner (collectively, the “General Partner’s Obligations”). Since the Repurchase Program was implemented and through December 31, 2023, the General Partner repurchased
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In June 2009, the Partnership and the General Partner entered into the Global GP LLC Compensation Funding Agreement (the “Agreement”) whereby the Partnership and the General Partner established obligations and protocol for (i) the funding, management and administration of a compensation funding account and underlying General Partner’s Obligations, and (ii) the holding and disposition by the General Partner of common units acquired in accordance with the Agreement for such purposes as otherwise set forth in the Agreement. The Agreement requires the Partnership to fund costs that the General Partner incurs in connection with performance of the Agreement. There were no such costs for the years ended December 31, 2023 and 2022. For the year ended December 31, 2021, the Partnership paid members of the General Partner $
Note 20. Partners’ Equity, Allocations and Cash Distributions
Partners’ Equity
Common Units and General Partner Interest
At December 31, 2023 there were
Series A Preferred Units
At December 31, 2023 there were
Series B Preferred Units
On March 24, 2021, the Partnership issued
Common Units
The common units have limited voting rights as set forth in the Partnership’s partnership agreement.
General Partner Units and Incentive Distribution Rights
The Partnership’s general partner interest is represented by general partner units. The General Partner is entitled to a percentage (equal to the general partner interest) of all cash distributions of available cash on all common units. The Partnership’s partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common unitholders, holders of the incentive distribution rights and the General Partner will receive. The Partnership’s general partner interest has the management rights as set forth in the Partnership’s partnership agreement.
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Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from distributable cash flow after the target distribution levels have been achieved, as defined in the Partnership’s partnership agreement. The General Partner holds all of the incentive distribution rights, but may transfer these rights separately from its general partner interest, subject to restrictions in the Partnership’s partnership agreement.
Series A Preferred Units
The Series A Preferred Units is a class of equity security that ranks senior to the common units, the incentive distribution rights and each other class or series of the Partnership’s equity securities established after August 7, 2018, the original issue date of the Series A Preferred Units (the “Series A Original Issue Date”), that is not expressly made senior to or on parity with the Series A Preferred Units as to the payment of distributions and amounts payable on a liquidation event.
Series B Preferred Units
The Series B Preferred Units is a class of equity security that rank (a) senior to common units, incentive distributions rights and each other class or series of the Partnership’s equity securities established after March 24, 2021, the original issue date of the Series B Preferred Units (the “Series B Original Issue Date”), that is not expressly made senior to or on parity with and the Series B Preferred Units as to the payment of distributions and amounts payable upon a liquidation, and (b) on parity with respect to distributions or amounts payable upon a liquidation event, as applicable, with the Series A Preferred Units and the Series B Preferred Units and each other and any class or series of the Partnership’s equity securities established after the Series B Original Issue Date with terms expressly providing that such class or series ranks on parity with the Series B Preferred Units as to payment of distributions and amounts payable on a liquidation event, as applicable.
Allocations of Net Income
Net income is allocated between the General Partner and the common unitholders in accordance with the provisions of the Partnership’s partnership agreement. Net income is generally allocated first to the General Partner and the common unitholders in an amount equal to the net losses allocated to the General Partner and the common unitholders in the current and prior tax years under the Partnership’s partnership agreement. The remaining net income is allocated to the General Partner and the common unitholders in accordance with their respective percentage interests of the general partner units and common units.
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
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applicable law, any of the Partnership’s debt instruments or other agreements or to provide funds for distributions to unitholders and the General Partner for any one or more of the next
The Partnership will make distributions of Available Cash from distributable cash flow for any quarter in the following manner:
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 $ |
| | % | | % |
Second Target Distribution |
| above $ |
| | % | | % |
Third Target Distribution |
| above $ |
| | % | | % |
Thereafter |
| above $ |
| | % | | % |
The Partnership paid the following cash distributions to common unitholders during 2023, 2022 and 2021 (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 |
| ||||||||||
2021 | ||||||||||||||||||
2/12/2021 (1) | 12/31/20 | $ | $ | | $ | | $ | | $ | | ||||||||
5/14/2021 (1) | 03/31/21 |
|
| |
| |
| |
| | ||||||||
8/13/2021 (1) | 06/30/21 |
|
| |
| |
| |
| | ||||||||
11/12/2021 (1) | 09/30/21 |
|
| |
| |
| |
| | ||||||||
2022 | ||||||||||||||||||
2/14/2022 (1) | 12/31/21 | $ | $ | | $ | | $ | | $ | | ||||||||
5/13/2022 (1) | 03/31/22 |
|
| |
| |
| |
| | ||||||||
8/12/2022 (1) | 06/30/22 |
|
| |
| |
| |
| | ||||||||
11/14/2022 (1) | 09/30/22 |
|
| |
| |
| |
| | ||||||||
2023 | ||||||||||||||||||
2/14/2023 (2) | 12/31/22 | $ | $ | | $ | | $ | | $ | | ||||||||
5/15/2023 (1) | 03/31/23 |
|
| |
| |
| |
| | ||||||||
8/14/2023 (3) | 06/30/23 |
|
| |
| |
| |
| | ||||||||
11/14/2023 (3) | 09/30/23 |
|
| |
| |
| |
| | ||||||||
| (1) | This distribution resulted in the Partnership reaching its third target level distribution for the respective quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution. |
| (2) | This distribution consists of a quarterly distribution of $ |
| (3) | This distribution resulted in the Partnership exceeding its third target level distribution for the respective quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution. |
In addition, on January 24, 2024, the board of directors of the General Partner declared a quarterly cash
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distribution of $
Series A Preferred Units
Distributions on the Series A Preferred Units are cumulative from the Series A Original Issue Date and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, a “Series A Distribution Payment Date”), commencing on November 15, 2018, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series A Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. Distributions on the Series A Preferred Units will be paid out of Available Cash with respect to the quarter immediately preceding the applicable Series A Distribution Payment Date.
The initial distribution rate for the Series A Preferred Units from and including the Series A Original Issue Date, but excluding August 15, 2023, was
The Partnership paid the following cash distributions on the Series A Preferred Units during 2023, 2022 and 2021 (in thousands, except per unit data):
For the | Per Unit | ||||||||||
Cash Distribution | Quarterly Period | Cash | Total Cash |
| |||||||
Payment Date |
| Covering | Distribution |
| Distribution | Rate |
| ||||
2021 | |||||||||||
2/16/2021 | 11/15/20 - 2/14/21 | $ | | $ | | ||||||
5/17/2021 | 2/15/21 - 5/14/21 | | | ||||||||
8/16/2021 | 5/15/21 - 8/14/21 | | | ||||||||
11/15/2021 | 8/15/21 - 11/14/21 | | | ||||||||
2022 | |||||||||||
2/15/2022 | 11/15/21 - 2/14/22 | $ | | $ | | ||||||
5/16/2022 | 2/15/22 - 5/14/22 | | | ||||||||
8/15/2022 | 5/15/22 - 8/14/22 | | | ||||||||
11/15/2022 | 8/15/22 - 11/14/22 | | | ||||||||
2023 | |||||||||||
2/15/2023 | 11/15/22 - 2/14/23 | $ | | $ | | ||||||
5/15/2023 | 2/15/23 - 5/14/23 | | | ||||||||
8/15/2023 | 5/15/23 - 8/14/23 | | | ||||||||
11/15/2023 | 8/15/23 - 11/14/23 | | | ||||||||
In addition, on January 16, 2024, the board of directors of the General Partner declared a quarterly cash distribution of $
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business on February 1, 2024.
The Partnership may redeem, at its option and at any time, in whole or in part, the Series A Preferred Units at a redemption price in cash of $
Series B Preferred Units
Distributions on the Series B Preferred Units are cumulative from the Series B Original Issue Date 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
On May 17, 2021, the Partnership paid the initial quarterly cash distribution of $
The Partnership paid the following additional cash distributions on the Series B Preferred Units during 2023, 2022 and 2021 (in thousands, except per unit data):
For the |
| Per Unit |
|
| |||||
Cash Distribution | Quarterly Period | Cash | Total Cash |
| |||||
Payment Date |
| Covering |
| Distribution |
| Distribution |
| ||
2021 | |||||||||
8/16/2021 | 5/15/21 - 8/14/21 | $ | | $ | | ||||
11/15/2021 | 8/15/21 - 11/14/21 | | | ||||||
2022 | |||||||||
2/15/2022 | 11/15/21 - 2/14/22 | $ | | $ | | ||||
5/16/2022 | 2/15/22 - 5/14/22 | | | ||||||
8/15/2022 | 5/15/22 - 8/14/22 | | | ||||||
11/15/2022 | 8/15/22 - 11/14/22 | | | ||||||
2023 | |||||||||
2/15/2023 | 11/15/22 - 2/14/23 | $ | | $ | | ||||
5/15/2023 | 2/15/23 - 5/14/23 | | | ||||||
8/15/2023 | 5/15/23 - 8/14/23 | | | ||||||
11/15/2023 | 8/15/23 - 11/14/23 | | | ||||||
In addition, on January 16, 2024, the board of directors of the General Partner declared a quarterly cash distribution of $
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2024. On February 15, 2024, the Partnership paid the total cash distribution of approximately $
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 $
Note 21. Unitholders’ Equity
At-the-Market Offering Program
On May 19, 2015, the Partnership entered into an equity distribution agreement pursuant to which the Partnership may sell from time to time through its sales agents, following a standard due diligence effort, the Partnership’s common units having an aggregate offering price of up to $
Note 22. Segment Reporting
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. The Partnership also receives revenue from convenience store and prepared food sales, rental income and sundries. The Partnership’s
These operating segments are also the Partnership’s . The Commercial operating segment does not meet the quantitative metrics for disclosure as a reportable segment on a stand-alone basis as defined in accounting guidance related to segment reporting. However, the Partnership has elected to present segment disclosures for the Commercial operating segment as management believes such disclosures are helpful to the user of the Partnership’s financial information. The accounting policies of the segments are the same as those described in Note 2, “Summary of Significant Accounting Policies.”
In the Wholesale reporting segment, the Partnership sells branded and unbranded gasoline and gasoline blendstocks and diesel to wholesale distributors. The Partnership transports these products by railcars, barges, trucks and/or pipelines pursuant to spot or long-term contracts. The Partnership sells home heating oil, branded and unbranded gasoline and gasoline blendstocks, diesel, kerosene and residual oil to home heating oil and propane retailers and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline, distillates and propane at bulk terminals and inland storage facilities that the Partnership owns or controls or at which it has throughput or exchange arrangements. Ethanol is shipped primarily by rail and by barge.
In the GDSO reporting segment, gasoline distribution includes sales of branded and unbranded gasoline to gasoline station operators and sub jobbers. Station operations include (i) convenience store and prepared food sales, (ii) rental income from gasoline stations leased to dealers, from commissioned agents and from cobranding arrangements and (iii) sundries (such as car wash sales and lottery and ATM commissions).
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In the Commercial segment, the Partnership includes sales and deliveries to end user customers in the public sector and to large commercial and industrial end users of unbranded gasoline, home heating oil, diesel, kerosene, residual oil and bunker fuel. In the case of public sector commercial and industrial end user customers, the Partnership sells products primarily either through a competitive bidding process or through contracts of various terms. The Partnership responds to publicly issued requests for product proposals and quotes. The Partnership generally arranges for the delivery of the product to the customer’s designated location. The Commercial segment also includes sales of custom blended fuels delivered by barges or from a terminal dock to ships through bunkering activity.
An important measure used by the Partnership and the CODM to evaluate segment performance is product margin, which the Partnership defines as product sales minus product costs. Based on the way the business is managed, components of indirect operating costs and corporate expenses are not allocated to the reportable segments.
Summarized financial information for the Partnership’s reportable segments for the years ended December 31 is presented in the table below (in thousands):
| 2023 |
| 2022 |
| 2021 |
| ||||
Wholesale Segment: | ||||||||||
Sales | ||||||||||
Gasoline and gasoline blendstocks | $ | | $ | | $ | | ||||
Distillates and other oils (1)(2) |
| |
| |
| | ||||
Total | $ | | $ | | $ | | ||||
Product margin | ||||||||||
Gasoline and gasoline blendstocks | $ | | $ | | $ | | ||||
Distillates and other oils (1)(2) |
| |
| |
| | ||||
Total | $ | | $ | | $ | | ||||
Gasoline Distribution and Station Operations Segment: | ||||||||||
Sales | ||||||||||
Gasoline | $ | | $ | | $ | | ||||
Station operations (3) |
| |
| |
| | ||||
Total | $ | | $ | | $ | | ||||
Product margin | ||||||||||
Gasoline | $ | | $ | | $ | | ||||
Station operations (3) |
| |
| |
| | ||||
Total | $ | | $ | | $ | | ||||
Commercial Segment: | ||||||||||
Sales | $ | | $ | | $ | | ||||
Product margin | $ | | $ | | $ | | ||||
Combined sales and Product margin: | ||||||||||
Sales | $ | | $ | | $ | | ||||
Product margin (4) | $ | | $ | | $ | | ||||
Depreciation allocated to cost of sales |
| ( |
| ( |
| ( | ||||
Combined gross profit | $ | | $ | | $ | | ||||
| (1) | Distillates and other oils (primarily residual oil and crude oil). |
| (2) | Segment reporting results for 2022 and 2021 have been reclassified within the Wholesale segment to conform to the Partnership’s current presentation. Specifically, results from crude oil previously shown separately are included in distillates and other oils as results from crude oil are immaterial. |
| (3) | Station operations consist of convenience store and prepared food sales, rental income and sundries. |
| (4) | Product margin is a non-GAAP financial measure used by management and external users of the Partnership’s consolidated financial statements to assess its business. The table above includes a reconciliation of product margin on a combined basis to gross profit, a directly comparable GAAP measure. |
Approximately
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for the years ended December 31, 2023, 2022 and 2021, respectively, were supplied from petroleum products and renewable fuels sourced by the Wholesale segment. The Commercial segment’s sales were predominantly sourced by the Wholesale segment. These intra-segment sales are not reflected as sales in the Wholesale segment as they are eliminated.
A reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements for the years ended December 31 is as follows (in thousands):
| 2023 |
| 2022 |
| 2021 |
| ||||
Combined gross profit | $ | | $ | | $ | | ||||
Operating costs and expenses not allocated to operating segments: | ||||||||||
Selling, general and administrative expenses |
| |
| |
| | ||||
Operating expenses |
| |
| |
| | ||||
Amortization expense | | | | |||||||
Net gain on sale and disposition of assets | ( | ( | ( | |||||||
Long-lived asset impairment | — | — | | |||||||
Total operating costs and expenses |
| |
| |
| | ||||
Operating income |
| |
| |
| | ||||
Income from equity method investments | | — | — | |||||||
Interest expense |
| ( |
| ( |
| ( | ||||
Income tax expense |
| ( |
| ( |
| ( | ||||
Net income | $ | | $ | | $ | | ||||
The Partnership’s foreign assets and foreign sales were immaterial as of and for the years ended December 31, 2023, 2022 and 2021.
Segment Assets
The Partnership’s terminal assets are allocated to the Wholesale and Commercial segments, and its retail gasoline stations are allocated to the GDSO segment. Due to the commingled nature and uses of the remainder of the Partnership’s assets, it is not reasonably possible for the Partnership to allocate these assets among its reportable segments.
The table below presents total assets by reportable segment at December 31 (in thousands):
| Wholesale |
| Commercial |
| GDSO |
| Unallocated (1) |
| Total | ||||||
December 31, 2023 |
| $ | |
| $ | — |
| $ | |
| $ | |
| $ | |
December 31, 2022 |
| $ | |
| $ | — |
| $ | |
| $ | |
| $ | |
| (1) | Includes the Partnership’s proportional share of assets at December 31, 2023 related to its equity method investments (see Note 17). |
Note 23. Net Income Per Common Limited Partner Unit
Under the Partnership’s partnership agreement, for any quarterly period, the incentive distribution rights (“IDRs”) participate in net income only to the extent of the amount of cash distributions actually declared, thereby excluding the IDRs from participating in the Partnership’s undistributed net income or losses. Accordingly, the Partnership’s undistributed net income or losses is assumed to be allocated to the common unitholders and to the General Partner’s general partner interest.
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Common units outstanding as reported in the accompanying consolidated financial statements at December 31, 2023 and 2022 excludes
The following table provides a reconciliation of net income and the assumed allocation of net income (loss) to the common limited partners (after deducting amounts allocated to preferred unitholders) for purposes of computing net income per common limited partner unit for the years presented (in thousands, except per unit data):
Year Ended December 31, 2023 |
| ||||||||||||
| Common |
| General |
|
| ||||||||
Limited | Partner |
| |||||||||||
Numerator: | Total | Partners | Interest | IDRs |
| ||||||||
Net income | $ | | $ | | $ | | $ | — | |||||
Declared distribution | $ | | $ | | $ | | $ | | |||||
Assumed allocation of undistributed net income |
| |
| |
| |
| — | |||||
Assumed allocation of net income | $ | | $ | | $ | | $ | | |||||
Less: Preferred limited partner interest in net income | | ||||||||||||
Net income attributable to common limited partners | $ | | |||||||||||
Denominator: | |||||||||||||
Basic weighted average common units outstanding |
| | |||||||||||
Dilutive effect of phantom units |
| | |||||||||||
Diluted weighted average common units outstanding |
| | |||||||||||
Basic net income per common limited partner unit | $ | | |||||||||||
Diluted net income per common limited partner unit | $ | | |||||||||||
Year Ended December 31, 2022 | ||||||||||||
| Common |
| General |
| ||||||||
Limited | Partner | |||||||||||
Numerator: | Total | Partners | Interest | IDRs | ||||||||
Net income | $ | | $ | | $ | | $ | — | ||||
Declared distribution | $ | | $ | | $ | | $ | | ||||
Assumed allocation of undistributed net income |
| |
| |
| |
| — | ||||
Assumed allocation of net income | $ | | $ | | $ | | $ | | ||||
Less: Preferred limited partner interest in net income | | |||||||||||
Net income attributable to common limited partners | $ | | ||||||||||
Denominator: | ||||||||||||
Basic weighted average common units outstanding |
| | ||||||||||
Dilutive effect of phantom units |
| | ||||||||||
Diluted weighted average common units outstanding |
| | ||||||||||
Basic net income per common limited partner unit | $ | | ||||||||||
Diluted net income per common limited partner unit | $ | | ||||||||||
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Year Ended December 31, 2021 | ||||||||||||
| Common |
| General |
| ||||||||
Limited | Partner | |||||||||||
Numerator: | Total | Partners | Interest | IDRs | ||||||||
Net income | $ | | $ | | $ | | $ | — | ||||
Declared distribution | $ | | $ | | $ | | $ | | ||||
Assumed allocation of undistributed net loss |
| ( |
| ( |
| ( |
| — | ||||
Assumed allocation of net income | $ | | $ | | $ | | $ | | ||||
Less: Preferred limited partner interest in net income | | |||||||||||
Net income attributable to common limited partners | $ | | ||||||||||
Denominator: | ||||||||||||
Basic weighted average common units outstanding |
| | ||||||||||
Dilutive effect of phantom units |
| | ||||||||||
Diluted weighted average common units outstanding |
| | ||||||||||
Basic net income per common limited partner unit | $ | | ||||||||||
Diluted net income per common limited partner unit | $ | | ||||||||||
The board of directors of the General Partner declared the following quarterly cash distributions on its common units for the four quarters ended December 31, 2023:
| Per Common Unit Cash |
|
| Distribution Declared for the |
| ||
Cash Distribution Declaration Date |
| Distribution Declared | Quarterly Period Ended |
| |||
4/25/2023 | $ | | 3/31/2023 | ||||
7/25/2023 | $ | | 6/30/2023 | ||||
10/24/2023 | $ | | 9/30/2023 | ||||
1/24/2024 | $ | | 12/31/2023 | ||||
The board of directors of the General Partner declared the following quarterly cash distributions on the Series A Preferred Units and the Series B Preferred Units earned during 2023:
| Series A Preferred Units |
| Series B Preferred Units |
|
| |||||||||
Cash Distribution | Per Unit Cash |
| Per Unit Cash |
| Distribution Declared for the | |||||||||
Declaration Date | Distribution Declared | Rate | Distribution Declared | Rate | Quarterly Period Covering |
| ||||||||
4/17/2023 | $ | | $ | |
| 2/15/23 - 5/14/23 | ||||||||
7/17/2023 | $ | | $ | | 5/15/23 - 8/14/23 | |||||||||
10/16/2023 | $ | | $ | |
| 8/15/23 - 11/14/23 | ||||||||
1/16/2024 | $ | | $ | | 11/15/23 - 2/14/24 | |||||||||
See Note 20, “Partners’ Equity, Allocations and Cash Distributions” for further information.
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Note 24. Changes in Accumulated Other Comprehensive Income (Loss)
The following table presents the changes in accumulated other comprehensive income (loss) by component (in thousands):
Pension | ||||
Plan |
| |||
Balance at December 31, 2021 | $ | ( | ||
Other comprehensive income |
| | ||
Amount of (income) loss reclassified from accumulated other comprehensive income (loss) |
| ( | ||
Total comprehensive income |
| | ||
Balance at December 31, 2022 |
| ( | ||
Other comprehensive income |
| | ||
Amount of (income) loss reclassified from accumulated other comprehensive income (loss) |
| | ||
Total comprehensive income |
| | ||
Balance at December 31, 2023 | $ | | ||
Amounts are presented prior to the income tax effect on other comprehensive income. Given the Partnership’s master limited partnership status, the effective tax rate is immaterial.
Note 25. 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 15 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
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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.
Note 26. Subsequent Events
Distribution to Series A Preferred Unitholders—On February 15, 2024, the Partnership paid a cash distribution of approximately $
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Distribution to Series B Preferred Unitholders—On February 15, 2024, the Partnership paid a cash distribution of approximately $
Distribution to Common Unitholders—On February 14, 2024, the Partnership paid a quarterly cash distribution of approximately $
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