11/07/2025 | Press release | Distributed by Public on 11/07/2025 09:57
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 Quarterly Report on Form 10-Q.
We have three joint ventures that we account for as equity method investments. Under this method, our share of income and losses is included in equity method investments, as applicable, in the accompanying consolidated statements of operations of Global Partners LP, and our investment balances in the joint ventures are included in equity method investments in the accompanying consolidated balance sheets of Global Partners LP. See Note 10 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 our equity method investments.
Forward-Looking Statements
Some of the information contained in this Quarterly Report on Form 10-Q may contain forward-looking statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words "may," "believe," "should," "could," "expect," "anticipate," "plan," "intend," "estimate," "continue," "will likely result," or other similar expressions although not all forward-looking statements contain such identifying words. In addition, any statement made by our management concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions by us are also forward-looking statements. Forward-looking statements are not guarantees of performance. Although we believe these forward-looking statements are based on reasonable assumptions, statements made regarding future results are subject to a number of assumptions, uncertainties and risks, many of which are beyond our control, which may cause future results to be materially different from the results stated or implied in this document. 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 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. |
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Tariffs and other controls on imports and exports could significantly impact our operations and costs, adversely affecting our business. |
| ● | 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 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. |
| ● | 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 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. |
| ● | The condition of credit markets may adversely affect our liquidity. |
| ● | 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. |
| ● | 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. |
Additional information about risks and uncertainties that could cause actual results to differ materially from forward-looking statements is contained in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2024 and Part II, Item 1A, "Risk Factors," in this Quarterly Report on Form 10-Q.
We expressly disclaim any obligation or undertaking to update these statements to reflect any change in our expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is
based, other than as required by federal and state securities laws. All forward-looking statements included in this Quarterly Report on Form 10-Q and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.
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 connectivity to strategic rail, pipeline and 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 September 30, 2025, we had a portfolio of 1,540 owned, leased and/or supplied gasoline stations, including 290 directly operated convenience stores, primarily in the Northeast, as well as 67 gasoline stations located in Texas that are operated or supplied by our joint venture, 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.
Collectively, we sold $4.5 billion and $13.5 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the three and nine months ended September 30, 2025, respectively. In addition, we had other revenues of $0.2 billion and $0.4 billion for the three and nine months ended September 30, 2025, respectively, 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.
2025 Events
2033 Notes Offering and 2027 Notes Tender Offer and Redemption-On June 23, 2025, we and GLP Finance Corp. (the "Issuers") issued $450.0 million aggregate principal amount of 7.125% senior notes due 2033 (the "2033 Notes") in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). We used the net proceeds from the offering to fund the purchase of a portion of our 7.00% senior notes due 2027 (the "2027 Notes") in a cash tender offer and to repay a portion of the borrowings outstanding under our credit agreement.
On June 23, 2025, the Issuers delivered a Notice of Full Redemption to Regions Bank, as trustee, for all of the outstanding 2027 Notes not purchased in the tender offer. The redemption of the remaining 2027 Notes occurred on August 1, 2025. Please read "-Liquidity and Capital Resources-Senior Notes" for additional information on the 2033 Notes.
Amendment to the Credit Agreement-On March 20, 2025, we and certain of our subsidiaries entered into the eleventh amendment to the third amended and restated credit agreement which, among other things, (i) extended the maturity date from May 2, 2026 to March 20, 2028, (ii) increased the working capital revolving credit facility from $950.0 million to $1.0 billion, and (iii) decreased the revolving credit facility from $600.0 million to $500.0 million. See "-Liquidity and Capital Resources-Credit Agreement."
Investment in Real Estate-On January 23, 2025, we, through our wholly owned subsidiary, Global HQ 2 LLC, invested in BIG GRP 275 Grove JV LLC, a joint venture formed with unrelated third parties to acquire and operate an
office building located in Newton, Massachusetts. Also on January 23, 2025, we signed a 12-year lease arrangement for space in this property that will serve as our principal executive office at the termination of our existing leased space in Waltham, Massachusetts in 2026. See Note 10 of Notes to Consolidated Financial Statements for additional information
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 retail 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.
In our Wholesale segment, we obtain Renewable Identification Numbers ("RIN") 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 an 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. We separate RINs from renewable fuel through blending with gasoline and can use those separated RINs to settle our RVO.
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 September 30, 2025, we had a portfolio of owned, leased and/or supplied gasoline stations, primarily in the Northeast, that consisted of the following:
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Company operated |
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290 |
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Commissioned agents |
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326 |
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Lessee dealers |
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168 |
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Contract dealers |
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756 |
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Total (1) |
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1,540 |
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| (1) | Excludes 67 sites operated or supplied by ourjoint venture, SPR (see Note 10 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.
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 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 involved in three joint ventures accounted for using the equity method. 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, such as barges and railcars, 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. |
| ● | 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. |
| ● | Tariffs and other controls on imports and exports could significantly impact our operations and costs, adversely affecting our business. Our operations involve the international purchase and resale of petroleum products and renewable fuels, and can be affected by import duties applicable to these products' movement across borders. In addition, the products we sell in our convenience stores and the equipment and materials we utilize in our operations may also be similarly affected by import duties. Tariffs and other controls on imports and exports on energy products that we trade internationally, the products we sell in our convenience stores or the equipment and materials we utilize in our operations could materially impact us. Our business may be adversely affected by increased costs resulting from such duties and controls. We are exploring opportunities to mitigate the impacts of potential duty increases and controls on our operations, but the timing and scope of import duty and controls changes and the associated cost burdens cannot be definitively determined, or controlled for, in advance. |
| ● | 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 or changing consumer preferences. 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 Renewable Fuel Standard ("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 Food and Drug Administration ("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, while in office, 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, although these rules are subject to legal challenge. 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. |
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 |
| ● | 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 joint venture, SPR, 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 joint venture, SPR, 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 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.
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|||||||||
|
|
|
September 30, |
|
September 30, |
|
||||||||
|
|
|
2025 |
2024 |
|
2025 |
2024 |
|||||||
|
Net income |
|
$ |
29,025 |
|
$ |
45,922 |
|
$ |
72,919 |
|
$ |
86,469 |
|
|
EBITDA (1)(2) |
|
$ |
97,130 |
|
$ |
119,059 |
|
$ |
284,733 |
|
$ |
294,791 |
|
|
Adjusted EBITDA (1)(2) |
|
$ |
98,798 |
|
$ |
113,956 |
|
$ |
288,216 |
|
$ |
291,282 |
|
|
Distributable cash flow (3)(4)(5) |
|
$ |
52,980 |
|
$ |
71,133 |
|
$ |
150,642 |
|
$ |
160,066 |
|
|
Adjusted distributable cash flow (3)(4)(5) |
|
$ |
53,289 |
|
$ |
71,639 |
|
$ |
152,111 |
|
$ |
162,031 |
|
|
Wholesale Segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume (gallons) |
|
1,399,596 |
|
1,185,784 |
|
|
4,322,115 |
|
|
3,330,664 |
|
||
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline and gasoline blendstocks |
|
$ |
2,088,003 |
|
$ |
1,790,302 |
|
$ |
5,948,695 |
|
$ |
4,909,560 |
|
|
Distillates and other oils (6) |
|
1,029,819 |
|
933,908 |
|
3,492,063 |
|
3,116,686 |
|
||||
|
Total |
|
$ |
3,117,822 |
|
$ |
2,724,210 |
|
$ |
9,440,758 |
|
$ |
8,026,246 |
|
|
Product margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline and gasoline blendstocks |
|
$ |
61,480 |
|
$ |
43,024 |
|
$ |
177,443 |
|
$ |
143,197 |
|
|
Distillates and other oils (6) |
|
16,499 |
|
28,118 |
|
85,908 |
|
69,230 |
|
||||
|
Total |
|
$ |
77,979 |
|
$ |
71,142 |
|
$ |
263,351 |
|
$ |
212,427 |
|
|
Gasoline Distribution and Station Operations Segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume (gallons) |
|
390,760 |
|
|
412,697 |
|
|
1,130,768 |
|
|
1,184,005 |
|
|
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline |
|
$ |
1,126,839 |
|
$ |
1,269,955 |
|
$ |
3,209,397 |
|
$ |
3,683,780 |
|
|
Station operations (7) |
|
151,906 |
|
150,943 |
|
414,631 |
|
430,636 |
|
||||
|
Total |
|
$ |
1,278,745 |
|
$ |
1,420,898 |
|
$ |
3,624,028 |
|
$ |
4,114,416 |
|
|
Product margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline |
|
$ |
144,763 |
|
$ |
164,122 |
|
$ |
408,430 |
|
$ |
433,065 |
|
|
Station operations (7) |
|
74,132 |
|
73,590 |
|
206,216 |
|
213,831 |
|
||||
|
Total |
|
$ |
218,895 |
|
$ |
237,712 |
|
$ |
614,646 |
|
$ |
646,896 |
|
|
Commercial Segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume (gallons) |
|
149,152 |
|
122,648 |
|
415,814 |
|
362,795 |
|
||||
|
Sales |
|
$ |
297,849 |
|
$ |
277,130 |
|
$ |
848,752 |
|
$ |
836,666 |
|
|
Product margin |
|
$ |
6,998 |
|
$ |
9,509 |
|
$ |
20,248 |
|
$ |
22,699 |
|
|
Combined sales and product margin: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
4,694,416 |
|
$ |
4,422,238 |
|
$ |
13,913,538 |
|
$ |
12,977,328 |
|
|
Product margin (8) |
|
$ |
303,872 |
|
$ |
318,363 |
|
$ |
898,245 |
|
$ |
882,022 |
|
|
Depreciation allocated to cost of sales |
|
(32,504) |
|
(32,314) |
|
(99,274) |
|
(92,954) |
|
||||
|
Combined gross profit |
|
$ |
271,368 |
|
$ |
286,049 |
|
$ |
798,971 |
|
$ |
789,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GDSO portfolio as of September 30, 2025 and 2024: |
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
|
Company operated |
|
|
290 |
|
|
306 |
|
|
|
|
|
|
|
|
Commissioned agents |
|
|
326 |
|
|
312 |
|
|
|
|
|
|
|
|
Lessee dealers |
|
|
168 |
|
|
177 |
|
|
|
|
|
|
|
|
Contract dealers |
|
|
756 |
|
|
794 |
|
|
|
|
|
|
|
|
Total GDSO portfolio (9) |
|
|
1,540 |
|
|
1,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|||||||||
|
|
|
September 30, |
|
September 30, |
|
||||||||
|
|
|
2025 |
2024 |
|
2025 |
2024 |
|||||||
|
Weather conditions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normal heating degree days |
|
96 |
|
96 |
|
3,750 |
|
3,781 |
|
||||
|
Actual heating degree days |
|
39 |
|
37 |
|
3,462 |
|
3,264 |
|
||||
|
Variance from normal heating degree days |
|
(59) |
% |
|
(61) |
% |
(8) |
% |
|
(14) |
% |
||
|
Variance from prior period actual heating degree days |
|
5 |
% |
|
(34) |
% |
6 |
% |
|
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) | EBITDA and adjusted EBITDA include a loss on early extinguishment of debt of $0.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively, related to the redemption of the 2027 Notes (see "-Liquidity and Capital Resources-Senior Notes" for additional information). |
| (3) | 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. |
| (4) | Distributable cash flow and adjusted distributable cash flow include a net gain on sale and disposition of assets and long-lived asset impairment of $0.1 million and $7.3 million for the three months ended September 30, 2025 and 2024, respectively, and $2.1 million and $10.1 million for the nine months ended September 30, 2025 and 2024, respectively. Distributable cash flow also includes income (loss) of $0.2 million and ($0.1 million) for the three months ended September 30, 2025 and 2024, respectively, and $1.1 million and ($2.1 million) for the nine months ended September 30, 2025 and 2024, respectively, related to our 49.99% interest in our joint venture, SPR, which is accounted for using the equity method (see Note 10 of Notes to Consolidated Financial Statements). |
| (5) | Distributable cash flow and adjusted distributable cash flow include a loss on early extinguishment of debt of $0.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively, related to the redemption of the 2027 Notes (see "-Liquidity and Capital Resources-Senior Notes" for additional information). |
| (6) | Distillates and other oils (primarily residual oil and crude oil). |
| (7) | Station operations consist of convenience store and prepared food sales, rental income and sundries. |
| (8) | 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. |
| (9) | Excludes 67 sites and 64 sites at September 30, 2025 and 2024, respectively, operated or supplied by ourjoint venture, SPR (see Note 10 of Notes to Consolidated Financial Statements). |
The following table presents reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP financial measures on a historical basis for each period presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|||||||||
|
|
|
September 30, |
|
September 30, |
|
||||||||
|
|
|
2025 |
2024 |
2025 |
2024 |
||||||||
|
Reconciliation of net income to EBITDA and adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
29,025 |
|
$ |
45,922 |
|
$ |
72,919 |
|
$ |
86,469 |
|
|
Depreciation and amortization |
|
35,236 |
|
35,753 |
|
107,265 |
|
103,505 |
|
||||
|
Interest expense |
|
33,316 |
|
35,129 |
|
103,878 |
|
100,356 |
|
||||
|
Income tax (benefit) expense |
|
(447) |
|
2,255 |
|
671 |
|
4,461 |
|
||||
|
EBITDA (1) |
|
|
97,130 |
|
|
119,059 |
|
|
284,733 |
|
|
294,791 |
|
|
Net gain on sale and disposition of assets |
|
|
(136) |
|
|
(7,805) |
|
|
(2,355) |
|
|
(10,609) |
|
|
Long-lived asset impairment |
|
|
20 |
|
|
492 |
|
|
231 |
|
|
492 |
|
|
(Income) loss from equity method investment (2) |
|
|
(249) |
|
|
147 |
|
|
(1,125) |
|
|
2,076 |
|
|
EBITDA related to equity method investment (2) |
|
|
2,033 |
|
|
2,063 |
|
|
6,732 |
|
|
4,532 |
|
|
Adjusted EBITDA (1) |
|
$ |
98,798 |
|
$ |
113,956 |
|
$ |
288,216 |
|
$ |
291,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net cash provided by (used in) operating activities to EBITDA and adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
19,026 |
|
$ |
122,709 |
|
$ |
183,756 |
|
$ |
(35,647) |
|
|
Net changes in operating assets and liabilities and certain non-cash items |
|
45,235 |
|
(41,034) |
|
(3,572) |
|
225,621 |
|
||||
|
Interest expense |
|
33,316 |
|
35,129 |
|
103,878 |
|
100,356 |
|
||||
|
Income tax (benefit) expense |
|
(447) |
|
2,255 |
|
671 |
|
4,461 |
|
||||
|
EBITDA (1) |
|
|
97,130 |
|
|
119,059 |
|
|
284,733 |
|
|
294,791 |
|
|
Net gain on sale and disposition of assets |
|
|
(136) |
|
|
(7,805) |
|
|
(2,355) |
|
|
(10,609) |
|
|
Long-lived asset impairment |
|
|
20 |
|
|
492 |
|
|
231 |
|
|
492 |
|
|
(Income) loss from equity method investment (2) |
|
|
(249) |
|
|
147 |
|
|
(1,125) |
|
|
2,076 |
|
|
EBITDA related to equity method investment (2) |
|
|
2,033 |
|
|
2,063 |
|
|
6,732 |
|
|
4,532 |
|
|
Adjusted EBITDA (1) |
|
$ |
98,798 |
|
$ |
113,956 |
|
$ |
288,216 |
|
$ |
291,282 |
|
| (1) | EBITDA and adjusted EBITDA include a loss on early extinguishment of debt of $0.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively, related to the redemption of the 2027 Notes (see "-Liquidity and Capital Resources-Senior Notes" for additional information). |
| (2) | Represents our proportionate share of income or loss, as applicable, and EBITDA related to our 49.99% interest in our joint venture, SPR, which is accounted for using the equity method (see Note 10 of Notes to Consolidated Financial Statements). |
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 for each period presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|||||||||
|
|
|
September 30, |
|
September 30, |
|
||||||||
|
|
|
2025 |
2024 |
2025 |
2024 |
||||||||
|
Reconciliation of net income to distributable cash flow and adjusted distributable cash flow: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
29,025 |
|
$ |
45,922 |
|
$ |
72,919 |
|
$ |
86,469 |
|
|
Depreciation and amortization |
|
35,236 |
|
35,753 |
|
107,265 |
|
103,505 |
|
||||
|
Amortization of deferred financing fees |
|
1,935 |
|
1,872 |
|
5,593 |
|
5,576 |
|
||||
|
Amortization of routine bank refinancing fees |
|
(1,287) |
|
(1,193) |
|
(3,714) |
|
(3,580) |
|
||||
|
Maintenance capital expenditures |
|
(11,929) |
|
(11,221) |
|
(31,421) |
|
(31,904) |
|
||||
|
Distributable cash flow (1)(2)(3) |
|
|
52,980 |
|
|
71,133 |
|
|
150,642 |
|
|
160,066 |
|
|
(Income) loss from equity method investment (4) |
|
|
(249) |
|
|
147 |
|
|
(1,125) |
|
|
2,076 |
|
|
Distributable cash flow from equity method investment (4) |
|
|
558 |
|
|
359 |
|
|
2,594 |
|
|
(111) |
|
|
Adjusted distributable cash flow (1)(2)(3) |
|
|
53,289 |
|
|
71,639 |
|
|
152,111 |
|
|
162,031 |
|
|
Distributions to preferred unitholders (5) |
|
|
(1,781) |
|
|
(1,781) |
|
|
(5,343) |
|
|
(7,794) |
|
|
Adjusted distributable cash flow after distributions to preferred unitholders |
|
$ |
51,508 |
|
$ |
69,858 |
|
$ |
146,768 |
|
$ |
154,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net cash provided by (used in) operating activities to distributable cash flow and adjusted distributable cash flow: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
19,026 |
|
$ |
122,709 |
|
$ |
183,756 |
|
$ |
(35,647) |
|
|
Net changes in operating assets and liabilities and certain non-cash items |
|
45,235 |
|
(41,034) |
|
(3,572) |
|
225,621 |
|
||||
|
Amortization of deferred financing fees |
|
1,935 |
|
1,872 |
|
5,593 |
|
5,576 |
|
||||
|
Amortization of routine bank refinancing fees |
|
(1,287) |
|
(1,193) |
|
(3,714) |
|
(3,580) |
|
||||
|
Maintenance capital expenditures |
|
(11,929) |
|
(11,221) |
|
(31,421) |
|
(31,904) |
|
||||
|
Distributable cash flow (1)(2)(3) |
|
|
52,980 |
|
|
71,133 |
|
|
150,642 |
|
|
160,066 |
|
|
(Income) loss from equity method investment (4) |
|
|
(249) |
|
|
147 |
|
|
(1,125) |
|
|
2,076 |
|
|
Distributable cash flow from equity method investment (4) |
|
|
558 |
|
|
359 |
|
|
2,594 |
|
|
(111) |
|
|
Adjusted distributable cash flow (1)(2)(3) |
|
|
53,289 |
|
|
71,639 |
|
|
152,111 |
|
|
162,031 |
|
|
Distributions to preferred unitholders (5) |
|
|
(1,781) |
|
|
(1,781) |
|
|
(5,343) |
|
|
(7,794) |
|
|
Adjusted distributable cash flow after distributions to preferred unitholders |
|
$ |
51,508 |
|
$ |
69,858 |
|
$ |
146,768 |
|
$ |
154,237 |
|
| (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 and adjusted distributable cash flow include a net gain on sale and disposition of assets and long-lived asset impairment of $0.1 million and $7.3 million for the three months ended September 30, 2025 and 2024, respectively, and $2.1 million and $10.1 million for the nine months ended September 30, 2025 and 2024, respectively. Distributable cash flow also includes income (loss) of $0.2 million and ($0.1 million) for the three months ended September 30, 2025 and 2024, respectively, and $1.1 million and ($2.1 million) for the nine months ended September 30, 2025 and 2024, respectively, related to our 49.99% interest in our joint venture, SPR, which is accounted for using the equity method (see Note 10 of Notes to Consolidated Financial Statements). |
| (3) | Distributable cash flow and adjusted distributable cash flow include a loss on early extinguishment of debt of $0.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively, related to the redemption of the 2027 Notes (see "-Liquidity and Capital Resources-Senior Notes" for additional information). |
| (4) | Represents our proportionate share of income or loss, as applicable, and distributable cash flow related to our 49.99% interest in our joint venture, SPR, which is accounted for using the equity method (see Note 10 of Notes to Consolidated Financial Statements). |
| (5) | 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. On April 15, 2024, all of the Series A Preferred Units were redeemed and are no longer outstanding (see Note 12 of Notes to Consolidated Financial Statements). |
Results of Operations
Consolidated Sales
Our total sales were $4.7 billion and $4.4 billion for the three months ended September 30, 2025 and 2024, respectively, increasing $272.2 million, or 6%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our aggregate volume of product sold was 1.9 billion gallons and 1.7 billion gallons for the three months ended September 30, 2025 and 2024, respectively, increasing 218 million gallons from the prior-year period (consisting of increases of 214 million gallons and 26 million gallons in our Wholesale and Commercial segments, respectively, offset by a decrease of 22 million gallons in our GDSO segment).
Our total sales were $13.9 billion and $12.9 billion for the nine months ended September 30, 2025 and 2024, respectively, increasing $936.2 million, or 7%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our aggregate volume of product sold was 5.9 billion gallons and 4.9 billion gallons for the nine months ended September 30, 2025 and 2024, respectively, increasing 991 million gallons from the prior-year period (consisting of increases of 991 million gallons and 53 million gallons in our Wholesale and Commercial segments, respectively, offset by a decrease of 53 million gallons in our GDSO segment). The increases in our Wholesale segment sales and volume sold include the addition of four refined-product terminals we acquired from Gulf Oil Limited Partnership ("Gulf Oil") in April 2024 and one liquid energy terminal in East Providence, Rhode Island we acquired from ExxonMobil Oil Corporation in November 2024 (collectively, the "Acquired Terminals").
Gross Profit
Our gross profit was $271.4 million and $286.0 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of $14.6 million, or 5%. In our Wholesale segment, our product margin from gasoline and gasoline blendstocks increased primarily due to more favorable market conditions in gasoline, while our product margin from distillates and other oils decreased due to less favorable market conditions in residual oil. In our GDSO segment, our gasoline distribution product margin decreased primarily due to lower fuel margins (cents per gallon), and our station operations product margin increased due in part to an increase in sundries. Our Commercial segment product margin decreased in part due to less favorable market conditions in bunkering.
Our gross profit was $799.0 million and $789.1 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of $9.9 million, or 1%. Our Wholesale segment product margins increased primarily due to more favorable market conditions in gasoline and distillates, partially offset by less favorable market conditions in residual oil. In our GDSO segment, our gasoline distribution product margin decreased primarily due to lower fuel margins (cents per gallon), while our station operations product margin decreased due in part to the sales and conversions of certain company-operated sites and to a decrease in sundries. Our Commercial segment product margin decreased in part due to less favorable market conditions in bunkering. The increase in gross profit was partially offset by a $6.3 million increase in depreciation allocated to cost of sales.
Results for Wholesale Segment
Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $2.1 billion and $1.8 billion for the three months ended September 30, 2025 and 2024, respectively, increasing $297.7 million, or 17%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our gasoline and gasoline blendstocks product margin was $61.5 million and $43.0 million for the three months ended September 30, 2025 and 2024, respectively, an increase of $18.5 million, or 43%, primarily due to more favorable market conditions in gasoline.
Sales from wholesale gasoline and gasoline blendstocks were $5.9 billion and $4.9 billion for the nine months ended September 30, 2025 and 2024, respectively, an increase of $1.0 billion, or 21%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our gasoline and gasoline blendstocks product margin was $177.4 million and $143.2 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of
$34.2 million, or 24%, primarily due to more favorable market conditions in gasoline compared to the same period in 2024. Our product margin also benefited from the addition of the Acquired Terminals.
Distillates and Other Oils. Sales from distillates and other oils (primarily residual oil and crude oil) were $1.0 billion and $0.9 billion for the three months ended September 30, 2025 and 2024, respectively, increasing $95.9 million, or 10%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our product margin from distillates and other oils was $16.5 million and $28.1 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of $11.6 million, or 41%, primarily due to less favorable market conditions in residual oil.
Sales from distillates and other oils were $3.5 billion and $3.1 billion for the nine months ended September 30, 2025 and 2024, respectively, increasing $375.4 million, or 12%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our product margin from distillates and other oils was $86.0 million and $69.2 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of $16.8 million, or 24%, primarily due to more favorable market conditions in distillates, partially offset by less favorable market conditions in residual oil.
Results for Gasoline Distribution and Station Operations Segment
Gasoline Distribution. Sales from gasoline distribution were $1.1 billion and $1.2 billion for the three months ended September 30, 2025 and 2024, respectively, decreasing $143.1 million, or 11%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $144.8 million and $164.1 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of $19.3 million, or 12%, primarily due to lower fuel margins (cents per gallon) compared to the same period in 2024.
Sales from gasoline distribution were $3.2 billion and $3.7 billion for the nine months ended September 30, 2025 and 2024, respectively, decreasing $474.4 million, or 13%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $408.4 million and $433.1 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $24.7 million, or 6%, primarily due to lower fuel margins (cents per gallon) compared to the same period in 2024.
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 $151.9 million and $150.9 million for the three months ended September 30, 2025 and 2024, respectively, an increase of $1.0 million, or 1%. Our product margin from station operations was $74.1 million and $73.6 million for the three months ended September 30, 2025 and 2024, respectively, an increase of $0.5 million, or 1%, due in part to an increase in sundries.
Sales from our station operations were $414.6 million and $430.6 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $16.0 million, or 4%. Our product margin from station operations was $206.2 million and $213.8 million for the nine months ended September 30, 2025, respectively, a decrease of $7.6 million, or 4%. The decreases in sales and product margin are due in part to the sales and conversions of certain company-operated sites and to a decrease in sundries.
Results for Commercial Segment
Our commercial sales were $297.8 million and $277.1 million for the three months ended September 30, 2025 and 2024, respectively, an increase of $20.7 million or 7%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our commercial product margin was $7.0 million and $9.5 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of $2.5 million, or 26%, primarily due to less favorable market conditions in bunkering.
Our commercial sales were $848.7 million and $836.7 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of $12.0 million or 1%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our commercial product margin was $20.2 million and $22.7 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $2.5 million, or 11%, in part due to less favorable market conditions in bunkering.
Selling, General and Administrative Expenses
SG&A expenses were $76.3 million and $70.5 million for the three months ended September 30, 2025 and 2024, respectively, an increase of $5.8 million, or 8%, including increases of $1.8 million in wages and benefits, $1.4 million in dues and subscriptions, $1.1 million in professional fees, and $4.1 million in various other SG&A expenses. The increase in SG&A expenses was offset by a decrease of $2.6 million in accrued discretionary incentive compensation.
SG&A expenses were $224.8 million and $212.6 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of $12.2 million, or 6%, including increases of $8.8 million in wages and benefits, $2.8 million in professional fees, $2.6 million in dues and subscriptions, $1.7 million in license fees and $5.7 million in various other SG&A expenses. The increase in SG&A expenses was offset by decreases of $5.6 million in expenses associated with the sale of the Revere Terminal (see Note 11 of Notes to Consolidated Financial Statements), $2.8 million in acquisition costs and $1.0 million in accrued discretionary incentive compensation.
Operating Expenses
Operating expenses were $132.5 million and $137.1 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of $4.6 million, or 3%, including decreases of $4.0 million in operating expenses associated with our terminals operations, primarily in maintenance and repairs, and $0.6 million in operating expenses related to our GDSO operations.
Operating expenses were $394.9 million and $387.2 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of $7.7 million, or 2%, including an increase of $10.2 million in operating expenses associated with our terminals operations, primarily in maintenance and repairs, as well as the addition of the Acquired Terminals, offset by lower rent and lease expenses. The increase in operating expenses was offset by a decrease of $2.5 million in operating expenses related to our GDSO operations.
Amortization Expense
Amortization expense related to intangible assets was $1.3 million and $2.3 million for the three months ended September 30, 2025 and 2024, respectively, and $4.1 million and $6.1 million for the nine months ended September 30, 2025 and 2024, respectively.
Net Gain on Sale and Disposition of Assets
Net gain on sale and disposition of assets was $0.1 million and $7.8 million for the three months ended September 30, 2025 and 2024, respectively, and $2.4 million and $10.6 million for the nine months ended September 30, 2025 and 2024, respectively, primarily due to the sale of GDSO sites.
Long-Lived Asset Impairment
We recognized an immaterial impairment charge relating to construction in process assets allocated to the GDSO segment for the three months ended September 30, 2025 and $0.2 million for the nine months ended September 30, 2025. We recognized impairment charges relating to certain right of use assets and construction in process assets allocated to the GDSO segment in the total amount of $0.5 million for each of the three and nine months ended September 30, 2024.
Income (Loss) from Equity Method Investments
Income (loss) from equity method investments was $0.7 million and ($0.1 million) for the three months ended September 30, 2025 and 2024, respectively, and $3.1 million and ($1.9 million) for the nine months ended September 30, 2025 and 2024, respectively, representing our proportional share of income (loss) from our equity method investments in our joint ventures. See Note 10 of Notes to Consolidated Financial Statements for information on our equity method investments.
Interest Expense
Interest expense was $33.3 million and $35.1 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of $1.8 million, or 5%, in part due to lower average balances on our credit facilities.
Interest expense was $103.9 million and $100.3 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of $3.6 million, or 4%, primarily due to higher average balances on our working capital credit facility.
Loss on Early Extinguishment of Debt
As a result of the redemption of all $400.0 million of the 2027 Notes, we recorded a loss from early extinguishment of debt of $0.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively. This loss consists of a non-cash write-off of a portion of the remaining unamortized original issue discount of $0.2 million and $1.9 million for the three and nine months ended September 30, 2025, respectively, and a cash call premium of $0 and $1.1 million for the three and nine months ended September 30, 2025, respectively. Please read "-Liquidity and Capital Resources-Senior Notes" for additional information.
Income Tax Benefit (Expense)
Income tax benefit (expense) was $0.4 million and ($2.3 million) for the three months ended September 30, 2025 and 2024, respectively, and ($0.7 million) and ($4.5 million) for the nine months ended September 30, 2025 and 2024, respectively, which predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes.
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 $200.2 million and $207.2 million at September 30, 2025 and December 31, 2024, respectively, a decrease of $7.0 million. Changes in current assets and current liabilities decreasing our working capital primarily include, in part, decreases of $115.6 million in inventories due to carrying lower levels of inventory during the period and $10.1 million in prepaids and other current assts and an increase of $11.1 million in the current portion of our working capital revolving credit facility. The decrease in working capital was offset by decreases in accrued expenses and other current liabilities and accounts payable of $56.1 million and $23.6 million, respectively, and an increase in accounts receivable of $48.9 million.
Cash Distributions
Common Units
During 2025, 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, 2025 |
|
$ |
29.5 million |
Fourth quarter 2024 |
|
|
|
May 15, 2025 |
|
$ |
29.8 million |
First quarter 2025 |
|
|
|
August 14, 2025 |
|
$ |
30.1 million |
Second quarter 2025 |
|
|
In addition, on October 28, 2025, the board of directors of our general partner declared a quarterly cash distribution of $0.7550 per unit ($3.02 per unit on an annualized basis) on our common units for the period from July 1, 2025 through September 30, 2025 to our common unitholders of record as of the close of business on November 10, 2025. We expect to pay the total cash distribution of $30.5 million on November 14, 2025.
Preferred Units
During 2025, we paid the following cash distributions to holders of the Series B Preferred Units:
|
|
|
|
|
|
|
|
|
|
|
Cash Distribution |
|
Series B Preferred Units |
|
Distribution Paid for the |
|
|||
|
Payment Date |
|
Total Paid |
|
Rate |
|
Quarterly Period Covering |
|
|
|
February 18, 2025 |
|
$ |
1.8 million |
|
9.50% |
11/15/24 - 2/14/25 |
|
|
|
May 15, 2025 |
|
$ |
1.8 million |
|
9.50% |
2/15/25 - 5/14/25 |
|
|
|
August 15, 2025 |
|
$ |
1.8 million |
|
9.50% |
5/15/25 - 8/14/25 |
|
|
In addition, on October 14, 2025, the board of directors of our general partner declared a quarterly cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Series B Preferred Units for the period from August 15, 2025 through November 14, 2025 to our Series B preferred unitholders of record as of the opening of business on November 3, 2025. We expect to pay the total cash distribution of $1.8 million on November 17, 2025.
Contractual Obligations
We have contractual obligations that are required to be settled in cash. The amounts of our contractual obligations at September 30, 2025 were as follows (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|||||||
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|
|
Remainder of |
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|
|
|
|
|||
|
Contractual Obligations |
|
2025 |
|
Beyond 2025 |
|
Total |
||||
|
Credit facility obligations (1) |
|
$ |
41,223 |
|
$ |
365,109 |
|
$ |
406,332 |
|
|
Senior notes obligations (2) |
|
- |
|
1,832,032 |
|
1,832,032 |
|
|||
|
Operating lease obligations (3) |
|
20,805 |
|
414,492 |
|
435,297 |
|
|||
|
Other long-term liabilities (4) |
|
3,274 |
|
83,708 |
|
86,982 |
|
|||
|
Financing obligations (5) |
|
|
4,142 |
|
|
68,075 |
|
|
72,217 |
|
|
Total |
|
$ |
69,444 |
|
$ |
2,763,416 |
|
$ |
2,832,860 |
|
| (1) | Includes principal and interest on our working capital revolving credit facility and our revolving credit facility at September 30, 2025 and assumes a ratable payment through the expiration date. Our credit agreement has a contractual maturity of March 20, 2028 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 6.875% senior notes due 2029, 8.25% senior notes due 2032 and 7.125% senior notes due 2033 (see "-Senior Notes" below). No principal payments are required prior to maturity. See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Senior Notes" in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on the 6.875% senior notes due 2029 and the 8.25% senior notes due 2032. |
| (3) | Includes operating lease obligations related to leases for office space and equipment, land, gasoline stations, railcars and barges. |
| (4) | Includes amounts related to our brand fee agreement, amounts related to our access right agreements and our deferred compensation obligation. |
| (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 Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Financing Obligations" in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information. |
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 $34.1 million and $31.9 million in maintenance capital expenditures for the nine months ended September 30, 2025 and 2024, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which $24.1 million and $25.4 million for the nine months ended September 30, 2025 and 2024, 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.
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 $21.2 million and $24.6 million in expansion capital expenditures, excluding acquired property and equipment, for the nine months ended September 30, 2025 and 2024, respectively, primarily related to investments in our gasoline station and terminal businesses.
We currently expect maintenance capital expenditures of approximately $45.0 million to $55.0 million and expansion capital expenditures, excluding acquisitions, of approximately $40.0 million to $50.0 million in 2025, 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 (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|||||
|
|
|
September 30, |
|
||||
|
|
|
2025 |
2024 |
||||
|
Net cash provided by (used in) operating activities |
|
$ |
183,756 |
|
$ |
(35,647) |
|
|
Net cash used in investing activities |
|
$ |
(64,803) |
|
$ |
(230,369) |
|
|
Net cash (used in) provided by financing activities |
|
$ |
(109,229) |
|
$ |
266,941 |
|
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 (used) in operating activities was $183.7 million and ($35.6 million) for the nine months ended September 30, 2025 and 2024, respectively, for a period-over-period increase in cash flow from operating activities of $219.3 million.
Except for net income, the primary drivers of the changes in operating activities include the following (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|||||
|
|
|
September 30, |
|||||
|
|
2025 |
2024 |
|||||
|
(Increase) decrease in accounts receivable |
|
$ |
(49,982) |
|
$ |
79,850 |
|
|
Decrease (increase) in inventories |
|
$ |
115,018 |
|
$ |
(105,314) |
|
|
Decrease in accounts payable |
|
$ |
(23,632) |
|
$ |
(194,239) |
|
For the nine months ended September 30, 2025, the above changes include: (i) an increase in accounts receivable due in part to timing of sales, partially offset by a decrease in prices, (ii) a decrease in inventories due in part to carrying lower levels of inventory during the period and to a decrease in prices, and (iii) a decrease in accounts payable due in part to timing of payments and a decrease in prices.
For the nine months ended September 30, 2024, the decreases in accounts receivable and accounts payable are due in part to timing of sales and payments and to a decrease in prices. The increase in inventories is due in part to the inventory acquired from Gulf Oil, partially offset by a decrease in prices.
Investing Activities
Net cash used in investing activities was $64.8 million for the nine months ended September 30, 2025 and included $52.6 million in capital expenditures and $24.9 million in expenditures associated with our equity method investments (see Note 10 of Notes to Consolidated Financial Statements). Net cash used in investing activities for the nine months ended September 30, 2025 was offset by $7.7 million in dividends received of equity method investments, $4.5 million in proceeds from the sale of property and equipment and $0.5 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations, offset by loan repayments.
Net cash used in investing activities was $230.4 million for the nine months ended September 30, 2024 and included $215.0 million related to the acquisition of the terminals from Gulf Oil, $56.5 million in capital expenditures, $13.9 million in expenditures associated with our equity method investments (see Note 10 of Notes to Consolidated Financial Statements) and $7.9 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations, offset by loan repayments. Net cash used in investing activities for the nine months ended September 30, 2024 was offset by $46.0 million in proceeds from the sale of property and equipment and $16.9 million in dividends received of equity method investments.
Please read "-Capital Expenditures" for a discussion of our capital expenditures for the nine months ended September 30, 2025 and 2024.
Financing Activities
Net cash used in financing activities was $109.2 million for the nine months ended September 30, 2025 and included $400.0 million in repayments in connection with the redemption of the 2027 Notes, $94.5 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $42.2 million in net payments on our revolving credit facility, $13.4 million in LTIP units withheld for tax obligations, $7.4 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations and $4.0 million paid pursuant to distribution equivalent rights previously granted under our LTIP. Net cash used in financing activities was offset by $441.2 million in proceeds in connection with the issuance of the 2033 Notes and $11.1 million in net borrowings from our working capital revolving credit facility.
Net cash provided by financing activities was $266.9 million for the nine months ended September 30, 2024 and included $441.3 million in proceeds in connection with the issuance of the 2032 Notes and $202.4 million in net borrowings from our working capital revolving credit facility. Net cash provided by financing activities was offset by $203.0 million in net payments on our revolving credit facility, $91.2 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $69.0 million in cash paid in connection with the redemption of the Series A Preferred Units (see Note 12 of Notes to Consolidated Financial Statements), $11.2 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $1.8 million in LTIP units withheld for tax obligations and $0.6 million paid pursuant to distribution equivalent rights previously granted under our LTIP.
See Note 6 of Notes to Consolidated Financial Statements for supplemental cash flow information related to our working capital revolving credit facility and revolving credit facility.
Credit Agreement
Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, have a $1.50 billion senior secured credit facility. 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 March 20, 2028.
On March 20, 2025, we and certain of our subsidiaries entered into the eleventh amendment to the third amended and restated credit agreement (the "Eleventh Amendment") which, among other things, (i) extended the maturity date from May 2, 2026 to March 20, 2028, (ii) increased the working capital revolving credit facility from $950.0 million to $1.0 billion and (iii) decreased the revolving credit facility from $600.0 million to $500.0 million. All other material terms of the credit agreement remain substantially the same as disclosed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Credit Agreement" in our Annual Report on Form 10-K for the year ended December 31, 2024.
As of September 30, 2025, 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 our borrowing base and $1.0 billion; and |
| ● | a $500.0 million revolving credit facility to be used for general corporate purposes. |
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 $1.80 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 $1.50 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) $100.0 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 $1.50 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.
The average interest rates for the credit agreement were 6.6% and 7.6% for the three months ended September 30, 2025 and 2024, respectively, and 6.6% and 7.6% for the nine months ended September 30, 2025 and 2024, respectively.
As of September 30, 2025, we had $240.6 million outstanding on the working capital revolving credit facility and $124.8 million outstanding on the revolving credit facility. In addition, we had outstanding letters of credit of $64.9 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was $1.07 billion and $1.05 billion at September 30, 2025 and December 31, 2024, respectively.
The credit agreement also includes certain baskets, including: (i) a $35.0 million general secured indebtedness basket, (ii) a $30.0 million general investment basket, (iii) a $100.0 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 $150.0 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).
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 September 30, 2025.
Please read Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Credit Agreement" in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on the credit agreement.
Senior Notes
We had 6.875% senior notes due 2029, 8.250% senior notes due 2032 and 7.125% senior notes due 2033 (discussed below) outstanding at September 30, 2025. Please read Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Senior Notes" in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on the 6.875% senior notes due 2029 and the 8.250% senior notes due 2032.
7.125% Senior Notes Due 2033
On June 23, 2025, the Issuers issued $450.0 million aggregate principal amount of 7.125% senior notes due 2033 to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. We used the net proceeds from the offering to fund the purchase of a portion of the 2027 Notes in a cash tender offer and to repay a portion of the borrowings outstanding under our credit agreement.
On June 23, 2025, we redeemed $360.3 million of the 2027 Notes, and the Issuers delivered a Notice of Full Redemption to Regions Bank, as trustee, for all of the outstanding 2027 Notes not purchased in the tender offer. On August 1, 2025, we redeemed the remaining portion of the 2027 Notes in the amount of $39.7 million.
As a result of the redemption of all $400.0 million of the 2027 Notes, we recorded a loss from early extinguishment of debt of $0.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively. This loss consists of a non-cash write-off of a portion of the remaining unamortized original issue discount of $0.2 million and $1.9 million for the three and nine months ended September 30, 2025, respectively, and a cash call premium of $0 and $1.1 million for the three and nine months ended September 30, 2025, respectively.
2033 Notes Indenture
In connection with the issuance of the 2033 Notes on June 23, 2025, the Issuers and the subsidiary guarantors and Regions Bank, as trustee, entered into an indenture (the "2033 Notes Indenture").
The 2033 Notes will mature on July 1, 2033 with interest accruing at a rate of 7.125% per annum. Interest is payable beginning January 1, 2026 and thereafter semi-annually in arrears on January 1 and July 1 of each year. The 2033 Notes are guaranteed on a joint and several senior unsecured basis by certain subsidiaries of ours. Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the outstanding 2033 Notes may declare the 2033 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 outstanding 2033 Notes to become due and payable.
At any time prior to July 1, 2028, the Issuers have the option to redeem up to 35% of the 2033 Notes, in an amount not greater than the net cash proceeds of certain equity offerings, at a redemption price (expressed as a percentage of principal amount) of 107.125%, plus accrued and unpaid interest, if any, to the redemption date. The Issuers have the option to redeem all or part of the 2033 Notes at any time on or after July 1, 2028, at the redemption prices (expressed as percentages of principal amount) of 103.563% for the twelve-month period beginning July 1, 2028, 101.781% for the twelve-month period beginning July 1, 2029, and 100% beginning on July 1, 2030 and at any time
thereafter, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to July 1, 2028, the Issuers may redeem all or part of the 2033 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 2033 Notes may require the Issuers to repurchase the 2033 Notes following certain asset sales or a Change of Control Triggering Event (as defined in the 2033 Notes Indenture) at the prices and on the terms specified in the 2033 Notes Indenture.
The 2033 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 2033 Notes Indenture include, but are not limited to, (i) a default in payment of principal of, or interest or premium, if any, on, the 2033 Notes, (ii) breach of our covenants under the 2033 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
We had financing obligations outstanding at September 30, 2025 and December 31, 2024 associated with historical sale-leaseback transactions that did not meet the criteria for sale accounting. Please read Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Financing Obligations" in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The significant accounting policies and estimates that we have adopted and followed in the preparation of our consolidated financial statements are detailed in Note 2 of Notes to Consolidated Financial Statements, "Summary of Significant Accounting Policies," included in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes in our policies that had a significant impact on our financial condition and results of operations for the periods covered in this report.
During the three and nine months ended September 30, 2025, there has been no material change to our critical accounting estimates discussed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements
A description and related impact expected from the adoption of certain new accounting pronouncements is provided in Note 16 of Notes to Consolidated Financial Statements included elsewhere in this report.