GLOBAL PARTNERS LP

Previous wording

We account for our investment in Spring Partners Retail**LLC (“SPR”) as an equity method investment. Under this method with regard to SPR, our share of income and losses is included in loss from equity method investments in the accompanying consolidated statements of operations of Global Partners LP, and our investment balance in the joint venture is included in equity method investments in the accompanying consolidated balance 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 SPR.

Current wording

We account for our investments in Spring Partners Retail LLC (“SPR”) and Everett Landco GP, LLC (“Everett”) as equity method investments. Under this method , our share of income and losses is included in (loss) income from equity method investments in the accompanying consolidated statements of operations of Global Partners LP, and our investment balance in the joint ventures are included in equity method investments in the accompanying consolidated balance sheets of Global Partners LP. See Note 11 of Notes to Consolidated Financial Statements. Except as otherwise specifically indicated, the information and discussion and analysis in this section does not otherwise take into account the financial condition and results of operations of SPR or Everett.

Previous wording

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 March 31, 2024, we had a portfolio of 1,601 owned, leased and/or supplied gasoline stations, including 333 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our unconsolidated affiliate, SPR. We are also one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. We engage in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.

Current wording

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 June 30, 2024, we had a portfolio of 1,595 owned, leased and/or supplied gasoline stations, including 322 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our unconsolidated affiliate, SPR. We are also one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. We engage in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.

Previous wording

Collectively, we sold approximately $4.0 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the three months ended March 31, 2024. In addition, we had other revenues of approximately $0.1 billion for the three months ended March 31, 2024 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.

Current wording

Collectively, we sold approximately $4.3 billion and $8.3 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the three and six months ended June 30, 2024, respectively. In addition, we had other revenues of approximately $0.1 billion and $0.2 billion for the three and six months ended June 30, 2024, 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.

Previous wording

Acquisition of Terminals from Gulf Oil—On April 9, 2024, we completed the acquisition of four refined-product terminals from Gulf Oil Limited Partnership which are located in Chelsea, MA, New Haven, CT, Linden, NJ and Woodbury, NJ, pursuant to a purchase agreement initially entered into on December 15, 2022 and subsequently amended and restated on February 23, 2024. The purchase price was approximately $212.3 million, excluding inventory acquired in the transaction. We financed the transaction with borrowings under our revolving credit facility.

Current wording

Acquisition of Terminals from Gulf Oil—On April 9, 2024, we acquired four refined-product terminals from Gulf Oil Limited Partnership (“Gulf Oil”) which are located in Chelsea, MA, New Haven, CT, Linden, NJ and Woodbury, NJ, pursuant to a purchase agreement initially entered into on December 15, 2022 and subsequently amended and restated on February 23, 2024. The acquisition price was approximately $215.0 million, excluding inventory acquired from Gulf Oil. We financed the transaction with borrowings under our revolving credit facility. See Note 2 of Notes to Consolidated Financial Statements.

Previous wording

in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. We used the net proceeds from the offering to repay a portion of the borrowings outstanding under our credit agreement and for general corporate purposes. See “—Liquidity and Capital Resources—Senior Notes.”

Current wording

2032 Notes Offering—On January 18, 2024, we and GLP Finance Corp. issued $450.0 million aggregate principal amount of 8.250% senior notes due 2032 (the “2032 Notes”)that are guaranteed by certain of our subsidiaries in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. We used the net proceeds from the offering to repay a portion of the borrowings outstanding under our credit agreement and for general corporate purposes. See “—Liquidity and Capital Resources—Senior Notes.”

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

financial condition, results of operations and cash available for distribution to our unitholders may be negatively impacted.

Current wording

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.

Previous wording

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.

Current wording

Fuels 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.

Previous wording

Our total sales were $4.1 billion and $4.0 billion for the three months ended March 31, 2024 and 2023, respectively, an increase of $0.1 billion, or 3%, primarily due to an increase in volume sold. Our aggregate volume of product sold was 1.6 billion gallons and 1.4 billion gallons for the three months ended March 31, 2024 and 2023, respectively, increasing 149 million gallons from the prior-year period (consisting of increases of 143 million gallons and 21 million gallons in our Wholesale and Commercial segments, respectively, offset by a decrease of 15 million gallons in our GDSO segment). The increases in our Wholesale segment sales and volume include the addition of 25

Current wording

Our total sales were $4.4 billion and $3.8 billion for the three months ended June 30, 2024 and 2023, respectively, an increase of $0.6 billion, or 15%, primarily due to an increase in volume sold. Our aggregate volume of product sold was 1.6 billion gallons and 1.3 billion gallons for the three months ended June 30, 2024 and 2023, respectively, increasing 270 million gallons from the prior-year period (consisting of increases of 263 million gallons and 17 million gallons in our Wholesale and Commercial segments, respectively, offset by a decrease of 10 million gallons in our GDSO segment). The increase in our Wholesale segment sales includes the addition of 25 refined product terminals and

Previous wording

refined product terminals and related assets we acquired from Motiva Enterprises LLC (“Motiva”) in December 2023 which are located along the Atlantic Coast, in the Southeast and in Texas (the “Terminal Facilities”).

Current wording

related assets we acquired from Motiva Enterprises LLC (“Motiva”) in December 2023 which are located along the Atlantic Coast, in the Southeast and in Texas (the “Motiva Terminal Facilities”) and four refined-product terminals from we acquired from Gulf in April 2024 (the “Gulf Terminals”).

Previous wording

Our gross profit was $215.1 million and $222.1 million for the three months ended March 31, 2024 and 2023, respectively, a decrease of $7.0 million, or 3%, in part due to a $6.3 million increase in depreciation allocated to cost of sales. Our Wholesale segment product margins decreased in the first quarter of 2024 compared to the same period in 2023 primarily due to less favorable market conditions in gasoline and residual oil, offset by an increase due to the acquisition of the Terminal Facilities. In our Commercial segment, our product margin decreased primarily due to less favorable market conditions. In our GDSO segment, our gasoline distribution product margin increased primarily due to higher fuel margins (cents per gallon), and our station operations product margin increased in part due to an increase in activity at our convenience stores and an increase in sundries.

Current wording

Our gross profit was $503.0 million and $464.7 million for the six months ended June 30, 2024 and 2023, respectively, an increase of $38.3 million, or 8%. Our Wholesale segment product margins increased in the first half of 2024 largely due to the acquisition of the Motiva Terminal Facilities, but were negatively impacted due to less favorable market conditions in residual oil and gasoline, largely in the first quarter compared to the same period in 2023. In our GDSO segment, our gasoline distribution product margin increased primarily due to higher fuel margins (cents per gallon), and our station operations product margin increased due to an increase in activity at our convenience stores and increases in sundries and rental income. In our Commercial segment, our product margin decreased primarily due to less favorable market conditions. The increase in gross profit was partially offset by a $15.0 million increase in depreciation allocated to cost of sales.

Previous wording

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $1.4 billion and $1.2 billion for the three months ended March 31, 2024 and 2023, respectively, an increase of $0.2 billion, or 17%, primarily due to an increase in volume sold, in part due to the acquisition of the Terminal Facilities. Our gasoline and gasoline blendstocks product margin was $29.7 million and $20.4 million for the three months ended March 31, 2024 and 2023, respectively, an increase of $9.3 million, or 46%, largely due to the acquisition of the Terminal Facilities. Our product margin was negatively impacted due to less favorable market conditions in gasoline compared to the same period in 2023.

Current wording

Sales from wholesale gasoline and gasoline blendstocks were $3.1 billion and $2.6 billion for the six months ended June 30, 2024 and 2023, respectively, an increase of $0.5 billion, or 20%, primarily due to an increase in volume sold. Our gasoline and gasoline blendstocks product margin was $100.2 million and $59.4 million for the six months ended June 30, 2024 and 2023, respectively, an increase of $40.8 million, or 69%, largely due to the acquisition of the Motiva Terminal Facilities. Our product margin for the first six months of 2024 was negatively impacted due to less favorable market conditions in gasoline in the first quarter compared to the same period in 2023.

Previous wording

Distillates and Other Oils. Sales from distillates and other oils (primarily residual oil and crude oil) were $1.3 billion for each of the three months ended March 31, 2024 and 2023, decreasing $18.0 million, or 1%, primarily due to decreases in residual oil prices and volume sold, offset by an increase in distillate volume sold. Our product margin from distillates and other oils was $19.7 million and $32.7 million for the three months ended March 31, 2024 and 2023, respectively, a decrease of $13.0 million, or 40%, primarily due to less favorable market conditions in residual oil.

Current wording

Distillates and Other Oils. Sales from distillates and other oils (primarily residual oil and crude oil) were $0.9 billion and $0.7 billion for the three months ended June 30, 2024 and 2023, respectively, increasing $233.8 million, or 34%, primarily due to an increase in distillate volume sold. Our product margin from distillates and other oils was $21.5 million and $20.7 million for the three months ended June 30, 2024 and 2023, respectively, an increase of $0.8 million, or 4%, primarily due to more favorable market conditions in distillates offset by less favorable market conditions in residual oil.

Previous wording

Gasoline Distribution. Sales from gasoline distribution were $1.1 billion and $1.2 billion for the three months ended March 31, 2024 and 2023, respectively, a decrease of $0.1 billion, or 8%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $121.6 million and $120.8 million for the three months ended March 31, 2024 and 2023, respectively, an increase of $0.8 million, or 1%, primarily due to higher fuel margins (cents per gallon).

Current wording

Gasoline Distribution. Sales from gasoline distribution were $1.3 billion and $1.4 billion for the three months ended June 30, 2024 and 2023, respectively, decreasing $33.2 million, or 2%, primarily due to a decrease in volume sold. Our product margin from gasoline distribution was $147.3 million and $127.9 million for the three months ended June 30, 2024 and 2023, respectively, an increase of $19.4 million, or 15%, primarily due to higher fuel margins (cents per gallon).

Previous wording

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 $130.2 million and $127.2 million for the three months ended March 31, 2024 and 2023, respectively, an increase of $3.0 million, or 2%. Our product margin from station operations was $66.1 million and $62.7 million for the three months ended March 31, 2024 and 2023, respectively, an increase of $3.4 million, or 5%, primarily due to an increase in activity at our convenience stores and an increase in sundries.

Current wording

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 $149.5 million and $148.1 million for the three months ended June 30, 2024 and 2023, respectively, an increase of $1.4 million, or 1%. Our product margin from station operations was $74.2 million and $71.2 million for the three months ended June 30, 2024 and 2023, respectively, an increase of $3.0 million, or 4%, due to an increase in activity at our convenience stores and increases in sundries and rental income.

Previous wording

Our commercial sales were $278.6 million and $257.9 million for the three months ended March 31, 2024 and 2023, respectively, an increase of $20.7 million or 8%, primarily due to an increase in volume sold. Our commercial product margin was $7.0 million and $8.1 million for the three months ended March 31, 2024 and 2023, respectively, a decrease of $1.1 million, or 14%, primarily due to less favorable market conditions.

Current wording

Our commercial sales were $280.9 million and $226.5 million for the three months ended June 30, 2024 and 2023, respectively, an increase of $54.4 million or 24%, primarily due to an increase in volume sold. Our commercial product margin was $6.2 million and $6.8 million for the three months ended June 30, 2024 and 2023, respectively, a decrease of $0.6 million, or 8%, primarily due to less favorable market conditions.

Previous wording

SG&A expenses were $69.8 million and $62.3 million for the three months ended March 31, 2024 and 2023, respectively, an increase of $7.5 million, or 12%, including increases of $1.9 million in acquisition costs largely due to the acquisition of the Terminal Facilities, $1.6 million in wages and benefits, $1.3 million in accrued discretionary incentive compensation and $2.7 million in various other SG&A expenses.

Current wording

SG&A expenses were $72.3 million and $66.7 million for the three months ended June 30, 2024 and 2023, respectively, an increase of $5.6 million, or 8%, including increases of $2.9 million in long-term accrued discretionary incentive compensation, $2.4 million in wages and benefits and $1.6 million in professional fees, offset by a decrease of $1.3 million in various other SG&A expenses.

Previous wording

Operating expenses were $120.1 million and $108.3 million for the three months ended March 31, 2024 and 2023, respectively, an increase of $11.8 million, or 11%, including increases of $11.3 million in operating expenses associated with our terminals operations, largely related to the addition of the Terminal Facilities, and $0.5 million related to our GDSO operations.

Current wording

Operating expenses were $130.0 million and $110.4 million for the three months ended June 30, 2024 and 2023, respectively, an increase of $19.6 million, or 18%, including increases of $17.9 million in operating expenses associated with our terminals operations, largely related to the addition of the Motiva Terminal Facilities and the Gulf Terminals, and $1.7 million related to our GDSO operations.

Previous wording

Amortization expense related to intangible assets was $1.9 million and $2.1 million for the three months ended March 31, 2024 and 2023, respectively.

Current wording

Amortization expense related to intangible assets was $2.0 million for each of the three months ended June 30, 2024 and 2023, and $3.9 million and $4.1 million for the six months ended June 30, 2024 and 2023, respectively.

Previous wording

Net gain on sale and disposition of assets was $2.5 million and $2.1 million for the three months ended March 31, 2024 and 2023, respectively, primarily due to the sale of GDSO sites.

Current wording

Net gain (loss) on sale and disposition of assets was $0.3 million and ($0.9 million) for the three months ended June 30, 2024 and 2023, respectively, and $2.8 million and $1.2 million for the six months ended June 30, 2024 and 2023, respectively, primarily due to the sale of GDSO sites.

Previous wording

Loss from equity method investments was $1.4 million and $0 for the three ended March 31, 2024 and 2023, respectively, representing our proportional share of a loss amounting to $1.6 million from our SPR joint venture and earnings of $0.2 million from our Everett joint venture. See Note 10 of Notes to Consolidated Financial Statements for information on our equity method investments.

Current wording

(Loss) income from equity method investments was ($0.3 million) and $1.2 million for the three months ended June 30, 2024 and 2023, respectively, and ($1.7 million) and $1.2 million for the six months ended June 30, 2024 and 2023, respectively, representing our proportional share of a loss (income) from our equity method investments in our joint ventures with SPR and Everett. See Note 11 of Notes to Consolidated Financial Statements for information on our equity method investments.

Previous wording

Interest expense was $29.7 million and $22.1 million for the three months ended March 31, 2024 and 2023, respectively, an increase of $7.6 million, or 34%, primarily due to interest expense related the 2032 Notes issued in January 2024 and to a $1.4 million write-off of deferred financing fees associated with the accordion exercise and reallocation in February 2024. The increase in interest expense was partially offset by lower average balances on our credit facilities.

Current wording

Interest expense was $65.2 million and $43.9 million for the six months ended June 30, 2024 and 2023, respectively, an increase of $21.3 million, or 49%, primarily due to interest expense related the 2032 Notes issued in January 2024 used to facilitate the acquisition of the Motiva Terminal Facilities, higher average balances on our credit facilities as a result of the acquisition of the Gulf Terminals and a $1.4 million write-off of deferred financing fees associated with the accordion exercise and reallocation in February 2024.

Previous wording

Income tax expense was $0.4 million for each of the three months ended March 31, 2024 and 2023, 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.

Current wording

Income tax expense was $1.8 million and $0.7 million for the three months ended June 30, 2024 and 2023, respectively, and $2.2 million and $1.1 million for the six months ended June 30, 2024 and 2023, 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.

Previous wording

Working capital was $168.9 million and $115.0 million at March 31, 2024 and December 31, 2023, respectively, an increase of $53.9 million. Changes in current assets and current liabilities increasing our working capital primarily include decreases of $173.3 million in accounts payable and $31.9 million in accrued expenses and other current liabilities and an increase in cash of $53.2 million. The increase in working capital was offset by an increase of $209.2 million in the current portion of our working capital revolving credit facility.

Current wording

Working capital was $116.4 million and $115.0 million at June 30, 2024 and December 31, 2023, respectively, an increase of $1.4 million. Changes in current assets and current liabilities increasing our working capital primarily include increases of $169.7 million in inventories, in part due to the inventory acquired from Gulf Oil, and $50.4 million in accounts receivable, and a decrease of $90.9 million in accounts payable. The increase in working capital was offset by an increase of $264.4 million in the current portion of our working capital revolving credit facility.

Previous wording

In addition, on April 25, 2024, the board of directors of our general partner declared a quarterly cash distribution of $0.7100 per unit ($2.84 per unit on an annualized basis) on our common units for the period from January 1, 2024 through March 31, 2024 to our common unitholders of record as of the close of business on May 9, 2024. We expect to pay the total cash distribution of approximately $27.5 million on May 15, 2024.

Current wording

In addition, on July 24, 2024, the board of directors of our general partner declared a quarterly cash distribution of $0.7200 per unit ($2.88 per unit on an annualized basis) on our common units for the period from April 1, 2024 through June 30, 2024 to our common unitholders of record as of the close of business on August 8, 2024. We expect to pay the total cash distribution of approximately $28.2 million on August 14, 2024.

Previous wording

During 2024, we paid the following cash distributions to holders of the Series A Preferred Units and the Series B Preferred Units:

Current wording

During 2024, we paid the following cash distributions to holders of the Series A Preferred Units:

Previous wording

Series A Preferred Units—On April 15, 2024, we redeemed all of our outstanding Series A Preferred Units at a redemption price of $25.00 per unit, plus a $0.514275 per unit cash distribution for the period from February 15, 2024 through April 14, 2024, for a total amount of $70.4 million. Effective April 15, 2024, the Series A Preferred Units are no longer outstanding.

Current wording

On April 15, 2024, we redeemed all of our outstanding Series A Preferred Units at a redemption price of $25.00 per unit, plus a $0.514275 per unit cash distribution for the period from February 15, 2024 through April 14, 2024, for a total amount of $70.4 million. Effective April 15, 2024, the Series A Preferred Units are no longer outstanding.

Previous wording

Series B Preferred Units—On April 15, 2024, 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 February 15, 2024 through May 14, 2024 to our Series B preferred unitholders of record as of the opening of business on May 1, 2024. We expect to pay the total cash distribution of approximately $1.8 million on May 15, 2024.

Current wording

In addition, on July 15, 2024, 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 May 15, 2024 through August 14, 2024 to our Series B preferred unitholders of record as of the opening of business on August 1, 2024. We expect to pay the total cash distribution of approximately $1.8 million on August 15, 2024.

Previous wording

Our operations require investments to maintain, expand, upgrade and enhance existing operations and to meet environmental and operational regulations. We categorize our capital requirements as either maintenance capital expenditures or expansion capital expenditures. Maintenance capital expenditures represent capital expenditures to repair or replace partially or fully depreciated assets to maintain the operating capacity of, or revenues generated by, existing assets and extend their useful lives. Maintenance capital expenditures also include expenditures required to maintain equipment reliability, tank and pipeline integrity and safety and to address certain environmental regulations. We anticipate that maintenance capital expenditures will be funded with cash generated by operations. We had approximately $11.7 million and $9.6 million in maintenance capital expenditures for the three months ended March 31, 2024 and 2023, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately $9.5 million and $8.5 million for the three months ended March 31, 2024 and 2023, 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.

Current wording

Our operations require investments to maintain, expand, upgrade and enhance existing operations and to meet environmental and operational regulations. We categorize our capital requirements as either maintenance capital expenditures or expansion capital expenditures. Maintenance capital expenditures represent capital expenditures to repair or replace partially or fully depreciated assets to maintain the operating capacity of, or revenues generated by, existing assets and extend their useful lives. Maintenance capital expenditures also include expenditures required to maintain equipment reliability, tank and pipeline integrity and safety and to address certain environmental regulations. We anticipate that maintenance capital expenditures will be funded with cash generated by operations. We had approximately $20.7 million and $23.2 million in maintenance capital expenditures for the six months ended June 30, 2024 and 2023, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately $16.7 million and $21.3 million for the six months ended June 30, 2024 and 2023, 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.

Previous wording

Expansion capital expenditures include expenditures to acquire assets to grow our businesses or expand our existing facilities, such as projects that increase our operating capacity or revenues by, for example, increasing dock capacity and tankage, diversifying product availability, investing in raze and rebuilds and new-to-industry gasoline stations and convenience stores, increasing storage flexibility at various terminals and by adding terminals to our storage network. We have the ability to fund our expansion capital expenditures through cash from operations or our credit agreement or by issuing debt securities or additional equity. We had approximately $4.9 million and $5.6 million in expansion capital expenditures, excluding acquired property and equipment, for the three months ended March 31, 2024 and 2023, respectively, primarily related to investments in our gasoline station business.

Current wording

Expansion capital expenditures include expenditures to acquire assets to grow our businesses or expand our existing facilities, such as projects that increase our operating capacity or revenues by, for example, increasing dock capacity and tankage, diversifying product availability, investing in raze and rebuilds and new-to-industry gasoline stations and convenience stores, increasing storage flexibility at various terminals and by adding terminals to our storage network. We have the ability to fund our expansion capital expenditures through cash from operations or our credit agreement or by issuing debt securities or additional equity. We had approximately $11.5 million and $14.1 million in

Previous wording

Net cash used in operating activities was $182.7 million and $19.3 million for the three months ended March 31, 2024 and 2023, respectively, for a period-over-period decrease in cash flow from operating activities of $163.4 million.

Current wording

Net cash (used in) provided by operating activities was ($158.3 million) and $245.9 million for the six months ended June 30, 2024 and 2023, respectively, for a period-over-period decrease in cash flow from operating activities of $403.4 million.

Previous wording

For the three months ended March 31, 2024, the increases in accounts receivable and accounts payable are in part due to an increase in prices and to timing of sales and payments. The increase in inventories is due to an increase in prices during the period.

Current wording

For the six months ended June 30, 2024, the above changes include: (i) an increase in accounts receivable due in part to an increase in prices and to timing of sales, (ii) an increase in inventories due in part to the inventory acquired from Gulf Oil and to an increase in prices during the period, and (iii)a decrease in accounts payable due in part to timing of payments.

Previous wording

For the three months ended March 31, 2023, the decreases in accounts receivable, inventories and accounts payable are primarily due to the decrease in prices. The decrease in inventories is also partly due to carrying lower levels of inventories during the period.

Current wording

For the six months ended June 30, 2023, the decreases in accounts receivable, inventories and accounts payable are primarily due to the decrease in prices.

Previous wording

Note 10 of Notes to Consolidated Financial Statements) and $3.5 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations. Net cash used in investing activities for the three months ended March 31, 2024 was offset by $14.3 million in dividends received of equity method investments and $13.9 million in proceeds from the sale of property and equipment.

Current wording

Net cash used in investing activities was $232.2 million for the six months ended June 30, 2024 and included $215.0 million related to the acquisition of the Gulf Terminals, $32.2 million in capital expenditures, $10.1 million in expenditures associated with our equity method investments (see Note 11 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. Net cash used in investing activities for the six months ended June 30, 2024 was offset by $18.3 million in proceeds from the sale of property and equipment and $14.7 million in dividends received of equity method investments.

Previous wording

Net cash used in investing activities was $12.1 million for the three months ended March 31, 2023 and included $15.2 million in capital expenditures and $3.9 million in seller note issuances. Net cash used in investing activities for the three months ended March 31, 2023 was offset by $7.0 million in proceeds from the sale of property and equipment.

Current wording

Net cash used in investing activities was $107.5 million for the six months ended June 30, 2023 and included $69.5 million in expenditures associated with our equity method investment in SPR (see Note 11 of Notes to Consolidated Financial Statements), $37.3 million in capital expenditures and $8.1 million in seller note issuances. Net cash used in investing activities was offset by $7.4 million in proceeds from the sale of property and equipment.

Previous wording

Please read “—Capital Expenditures” for a discussion of our capital expenditures for the three months ended March 31, 2024 and 2023.

Current wording

Please read “—Capital Expenditures” for a discussion of our capital expenditures for the six months ended June 30, 2024 and 2023.

Previous wording

Net cash provided by financing activities was $237.4 million for the three months ended March 31, 2024 and included $441.3 million in proceeds in connection with the issuance of the 2032 Notes and $209.2 million in net borrowings from our working capital revolving credit facility. Net cash provided by financing activities for the three months ended March 31, 2024 was offset by $380.0 million in net payments on our revolving credit facility, $30.7 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $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.

Current wording

Net cash provided by financing activities was $385.0 million for the six months ended June 30, 2024 and included $441.3 million in proceeds in connection with the issuance of the 2032 Notes and $264.4 million in net borrowings from our working capital revolving credit facility. Net cash provided by financing activities was offset by $180.0 million in net payments on our revolving credit facility, $69.0 million in cash paid in connection with the redemption of the Series A Preferred Units (see Note 11 of Notes to Consolidated Financial Statements), $61.4 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $7.9 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.

Previous wording

Net cash provided by financing activities was $34.4 million for the three months ended March 31, 2023 and included $93.9 million in net borrowings from our working capital revolving credit facility, offset by $58.9 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, and $0.5 million in LTIP units withheld for tax obligations and $0.1 million paid pursuant to distribution equivalent rights, both of which are related to LTIP awards that vested in 2023.

Current wording

Net cash used in financing activities was $131.4 million for the six months ended June 30, 2023 and included $86.3 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $64.0 million in net payments on our working capital revolving credit facility and $0.6 million paid pursuant to distribution equivalent rights and $0.5 million in LTIP units withheld for tax obligations, both of which are related to awards that vested in 2023. Net cash used in financing activities was offset by $20.0 million in net borrowings from our revolving credit facility