GLOBAL PARTNERS LP

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 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.

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 September 30, 2024, we had a portfolio of 1,589 owned, leased and/or supplied gasoline stations, including 306 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 $4.3 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.

Current wording

Collectively, we sold approximately $4.2 billion and $12.5 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the three and nine months ended September 30, 2024, respectively. In addition, we had other revenues of approximately $0.2 billion and $0.4 billion for the three and nine months ended September 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

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

Current wording

Our total sales were $4.4 billion and $4.2 billion for the three months ended September 30, 2024 and 2023, respectively, an increase of $0.2 billion, or 5%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our aggregate volume of product sold was 1.7 billion gallons and 1.4 billion gallons for the three months

Previous 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”).

Current wording

ended September 30, 2024 and 2023, respectively, increasing 356 million gallons from the prior-year period (consisting of increases of 356 million gallons and 14 million gallons in our Wholesale and Commercial segments, respectively, offset by a decrease of 14 million gallons in our GDSO segment). The increase in our Wholesale segment sales includes the addition of 25 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 “Motiva Terminal Facilities”) and four refined-product terminals we acquired from Gulf in April 2024 (the “Gulf Terminals”).

Previous wording

Our total sales were $8.5 billion and $7.8 billion for the six months ended June 30, 2024 and 2023, respectively, an increase of $0.7 billion, or 9%, primarily due to an increase in volume sold. Our aggregate volume of product sold was 3.2 billion gallons and 2.7 billion gallons for the six months ended June 30, 2024 and 2023, respectively, increasing 419 million gallons from the prior-year period (consisting of increases of 406 million gallons and 38 million gallons in our Wholesale and Commercial segments, respectively, offset by a decrease of 25 million gallons in our GDSO segment). The increase in our Wholesale segment sales includes the addition of the Motiva Terminal Facilities and the Gulf Terminals.

Current wording

Our total sales were $12.9 billion and $12.1 billion for the nine months ended September 30, 2024 and 2023, respectively, an increase of $0.8 billion, or 7%, primarily due to an increase in volume sold. Our aggregate volume of product sold was 4.9 billion gallons and 4.1 billion gallons for the nine months ended September 30, 2024 and 2023, respectively, increasing 776 million gallons from the prior-year period (consisting of increases of 763 million gallons and 52 million gallons in our Wholesale and Commercial segments, respectively, offset by a decrease of 39 million gallons in our GDSO segment). The increase in our Wholesale segment sales includes the addition of the Motiva Terminal Facilities and the Gulf Terminals.

Previous 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.

Current wording

Our gross profit was $286.0 million and $228.5 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $57.5 million, or 25%. Our Wholesale segment product margins increased in the third quarter primarily due to the acquisitions of the Motiva Terminal Facilities and the Gulf Terminals and to more favorable market conditions. In our GDSO segment, our gasoline distribution product margin increased primarily due to higher 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. In our Commercial segment, our product margin increased in part due to more favorable market conditions in bunkering. The increase in gross profit was partially offset by an $8.7 million increase in depreciation allocated to cost of sales.

Previous wording

Our gross profit was $287.9 million and $242.7 million for the three months ended June 30, 2024 and 2023, respectively, an increase of $45.2 million, or 19%. Our Wholesale segment product margins increased in the second quarter primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions in gasoline. 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 an $8.8 million increase in depreciation allocated to cost of sales.

Current wording

Our gross profit was $789.1 million and $693.2 million for the nine months ended September 30, 2024 and 2023, respectively, an increase of $95.9 million, or 14%. Our Wholesale segment product margins increased primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions in gasoline, gasoline blendstocks and distillates, offset by less favorable market conditions in residual oil and crude oil. 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 primarily due to 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 $23.7 million increase in depreciation allocated to cost of sales.

Previous wording

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $1.7 billion and $1.4 billion for the three months ended June 30, 2024 and 2023, respectively, an increase of $0.3 billion, or 22%, primarily due to an increase in volume sold. Our gasoline and gasoline blendstocks product margin was $70.4 million and $39.0 million for the three months ended June 30, 2024 and 2023, respectively, an increase of $31.4 million, or 80%, primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions in gasoline.

Current wording

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $1.8 billion and $1.6 billion for the three months ended September 30, 2024 and 2023, respectively, an increase of $0.2 billion, or 11%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our gasoline and gasoline blendstocks product margin was $43.0 million and $20.4 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $22.6 million, or 111%, primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions. Our product margin also benefitted from the acquisition of the Gulf Terminals.

Previous 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.

Current wording

Sales from wholesale gasoline and gasoline blendstocks were $4.9 billion and $4.2 billion for the nine months ended September 30, 2024 and 2023, respectively, an increase of $0.7 billion, or 17%, primarily due to an increase in volume sold. Our gasoline and gasoline blendstocks product margin was $143.2 million and $79.8 million for the nine months ended September 30, 2024 and 2023, respectively, an increase of $63.4 million, or 79%, primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions in the second and third quarters of 2024 compared to the same periods in 2023.

Previous 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.

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 September 30, 2024 and 2023, respectively, increasing

Previous wording

Sales from distillates and other oils were $2.2 billion and $2.0 billion for the six months ended June 30, 2024 and 2023, respectively, increasing $215.7 million, or 11%, primarily due to an increase in distillate volume sold offset by a decrease in residual oil volume sold. Our product margin from distillates and other oils was $41.1 million and $53.4 million for the six months ended June 30, 2024 and 2023, respectively, a decrease of $12.3 million, or 23%, primarily due to less favorable market conditions in residual oil.

Current wording

Sales from distillates and other oils were $3.1 billion and $2.7 billion for the nine months ended September 30, 2024 and 2023, respectively, increasing $434.2 million, or 16%, primarily due to an increase in distillate volume sold partially offset by a decrease in residual oil volume sold. Our product margin from distillates and other oils was $69.2 million and $70.2 million for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $1.0 million, or 1%, primarily due to less favorable market conditions in residual oil and crude oil, offset more favorable market conditions in distillates.

Previous 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).

Current wording

Gasoline Distribution. Sales from gasoline distribution were $1.2 billion and $1.4 billion for the three months ended September 30, 2024 and 2023, respectively, decreasing $190.7 million, or 13%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $164.1 million and $132.0 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $32.1 million, or 24%, primarily due to higher fuel margins (cents per gallon).

Previous wording

Sales from gasoline distribution were $2.4 billion and $2.5 billion for the six months ended June 30, 2024 and 2023, respectively, decreasing of $121.8 million, or 5%, primarily due to a decrease in volume sold. Our product margin from gasoline distribution was $268.9 million and $248.7 million for the six months ended June 30, 2024 and 2023, respectively, an increase of $20.2 million, or 8%, primarily due to higher fuel margins (cents per gallon).

Current wording

Sales from gasoline distribution were $3.7 billion and $4.0 billion for the nine months ended September 30, 2024 and 2023, respectively, decreasing $313.1 million, or 8%, primarily due to a decrease in volume sold. Our product margin from gasoline distribution was $433.1 million and $380.7 million for the nine months ended September 30, 2024 and 2023, respectively, an increase of $52.4 million, or 14%, 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 $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.

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 $150.9 million and $156.7 million for the three months ended September 30, 2024 and 2023, respectively, a decrease of $5.8 million, or 4%. Our product margin from station operations was $73.6 million and $74.5 million for the three months ended September 30, 2024 and 2023, respectively, a decrease of $0.9 million, or 1%. The decreases in sales and product margin are due in part to the sales and conversions of certain company-operated sites.

Previous wording

Sales from our station operations were $279.7 million and $275.3 million for the six months ended June 30, 2024 and 2023, respectively, an increase of $4.4 million, or 2%. Our product margin from station operations was $140.2 million and $133.9 million for the six months ended June 30, 2024 and 2023, respectively, an increase of $6.3 million, or 5%, due to an increase in activity at our convenience stores and increases in sundries and rental income.

Current wording

Sales from our station operations were $430.6 million and $431.9 million for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $1.3 million, primarily due to the sales and conversions of certain company-operated sites, offset by increases in sundries and rental income. Our product margin from station operations was $213.8 million and $208.4 million for the nine months ended September 30, 2024 and 2023, respectively, an increase of $5.4 million, or 3%, due primarily to increases in sundries and rental income.

Previous 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.

Current wording

Our commercial sales were $836.7 million and $758.2 million for the nine months ended September 30, 2024 and 2023, respectively, an increase of $78.5 million or 10%, primarily due to an increase in volume sold. Our commercial product margin was $22.7 million and $23.3 million for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $0.6 million, or 3%, primarily due to less favorable market conditions in the first half of 2024 compared to the same period in 2023.

Previous wording

incentive compensation, $3.9 million in wages and benefits, $2.2 million in professional fees, $1.5 million in acquisition costs largely due to the acquisition of the Motiva Terminal Facilities and $1.5 million in various other SG&A expenses.

Current wording

SG&A expenses were $70.5 million and $63.5 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $7.0 million, or 11%, including increases of $7.6 million in long-term accrued discretionary incentive compensation, $4.7 million in wages and benefits and $1.5 million in various other SG&A expenses. The increase in SG&A expenses was offset by decreases of $3.8 million in expenses associated with the sale of the Revere Terminal (see Note 12 of Notes to Consolidated Financial Statements) and $3.0 million in acquisition costs.

Previous 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.

Current wording

SG&A expenses were $212.6 million and $192.4 million for the nine months ended September 30, 2024 and 2023, respectively, an increase of $20.2 million, or 10%, including increases of $11.7 million in long-term accrued discretionary incentive compensation, $8.6 million in wages and benefits, $2.7 million in professional fees and $0.5 million in various other SG&A expenses. The increase in SG&A expenses was offset by a decrease of $3.3 million in expenses associated with the sale of the Revere Terminal (see Note 12 of Notes to Consolidated Financial Statements).

Previous 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.

Current wording

Operating expenses were $137.1 million and $115.9 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $21.2 million, or 18%, including increases of $21.0 million in operating expenses associated with our terminals operations, largely related to the acquisitions of the Motiva Terminal Facilities and the Gulf Terminals, and $0.2 million in operating expenses related to our GDSO operations.

Previous wording

Operating expenses were $250.1 million and $218.7 million for the six months ended June 30, 2024 and 2023, respectively, an increase of $31.4 million, or 14%, including increases of $29.2 million in operating expenses associated with our terminals operations, largely related to the addition of the Motiva Terminal Facilities and, to a lesser extent, the Gulf Terminals, and $2.2 million related to our GDSO operations.

Current wording

Operating expenses were $387.2 million and $334.7 million for the nine months ended September 30, 2024 and 2023, respectively, an increase of $52.5 million, or 16%, including increases of $50.1 million in operating expenses associated with our terminals operations, largely related to the acquisitions of the Motiva Terminal Facilities and, to a lesser extent, the Gulf Terminals, and $2.4 million in operating expenses related to our GDSO operations.

Previous 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.

Current wording

Amortization expense related to intangible assets was $2.3 million and $2.0 million for the three months ended September 30, 2024 and 2023, respectively, and $6.1 million for each of the nine months ended September 30, 2024 and 2023.

Previous 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.

Current wording

Net gain on sale and disposition of assets was $7.8 million and $0.9 million for the three months ended September 30, 2024 and 2023, respectively, and $10.6 million and $2.1 million for the nine months ended September 30, 2024 and 2023, respectively, primarily due to the sale of GDSO sites.

Previous 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.

Current wording

(Loss) income from equity method investments was ($0.1 million) and $1.2 million for the three months ended September 30, 2024 and 2023, respectively, and ($1.9 million) and $2.4 million for the nine months ended September 30, 2024 and 2023, respectively, representing our proportional share of 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 $35.5 million and $21.8 million for the three months ended June 30, 2024 and 2023, respectively, an increase of $13.7 million, or 63%, primarily due to interest expense related the 2032 Notes issued in January 2024 used to facilitate the acquisition of the Motiva Terminal Facilities and to higher average balances on our credit facilities as a result of the acquisition of the Gulf Terminals.

Current wording

Interest expense was $35.1 million and $21.1 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $14.0 million, or 66%, primarily due to interest expense related the 2032 Notes issued in January 2024 used to facilitate the acquisition of the Motiva Terminal Facilities and to higher average balances on our credit facilities as a result of the acquisition of the Gulf Terminals.

Previous 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.

Current wording

Interest expense was $100.3 million and $64.9 million for the nine months ended September 30, 2024 and 2023, respectively, an increase of $35.4 million, or 54%, 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 $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.

Current wording

Income tax expense was $2.3 million and $1.3 million for the three months ended September 30, 2024 and 2023, respectively, and $4.5 million and $2.4 million for the nine months ended September 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 $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.

Current wording

Working capital was $141.6 million and $115.0 million at September 30, 2024 and December 31, 2023, respectively, an increase of $26.6 million. Changes in current assets and current liabilities increasing our working capital primarily include, in part, an increase of $102.2 million in inventories, in part due to the inventory acquired from Gulf Oil, and a decrease of $194.2 million in accounts payable. The increase in working capital was offset by an increase of $202.4 million in the current portion of our working capital revolving credit facility and a decrease of $79.9 million in accounts receivable.

Previous 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.

Current wording

In addition, on October 23, 2024, the board of directors of our general partner declared a quarterly cash distribution of $0.7300 per unit ($2.92 per unit on an annualized basis) on our common units for the period from July 1, 2024 through September 30, 2024 to our common unitholders of record as of the close of business on November 8, 2024. We expect to pay the total cash distribution of approximately $28.8 million on November 14, 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 $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.

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 $31.9 million and $35.4 million in maintenance capital expenditures for the nine months ended September 30, 2024 and 2023, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately $25.4 million and $32.2 million for the nine months ended September 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 $11.5 million and $14.1 million in

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 $24.6 million and $19.3 million in expansion capital expenditures, excluding acquired property and equipment, for the nine months ended September 30, 2024 and 2023, respectively, primarily related to investments in our gasoline station and terminal businesses.

Previous wording

We currently expect maintenance capital expenditures of approximately $50.0 million to $60.0 million and expansion capital expenditures, excluding acquisitions, of approximately $60.0 million to $70.0 million in 2024, relating primarily to investments in our gasoline station and terminal businesses. These current estimates depend, in part, on the timing of completion of projects, availability of equipment and workforce, weather and unanticipated events or opportunities requiring additional maintenance or investments.

Current wording

We currently expect maintenance capital expenditures of approximately $50.0 million to $60.0 million and expansion capital expenditures, excluding acquisitions, of approximately $40.0 million to $50.0 million in 2024, relating primarily to investments in our gasoline station and terminal businesses. These current estimates depend, in part, on the timing of completion of projects, availability of equipment and workforce, weather and unanticipated events or opportunities requiring additional maintenance or investments.

Previous 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.

Current wording

Net cash (used in) provided by operating activities was ($35.6 million) and $343.0 million for the nine months ended September 30, 2024 and 2023, respectively, for a period-over-period decrease in cash flow from operating activities of $378.6 million.

Previous 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.

Current wording

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.

Previous 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.

Current wording

For the nine months ended September 30, 2023, the increases in accounts receivable and accounts payable are due in part due to timing of sales and payments, offset by a decrease in prices. The decrease in inventories is primarily due to the decrease in prices.

Previous 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.

Current wording

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 Gulf Terminals, $56.5 million in capital expenditures, $13.9 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 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.

Previous 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.

Current wording

Net cash used in investing activities was $121.8 million for the nine months ended September 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), $35.4 million in maintenance capital expenditures, $19.3 million in expansion capital expenditures, $8.1 million in seller note issuances and $1.5 million in an immaterial acquisition. Net cash used in investing activities was offset by $12.0 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 six months ended June 30, 2024 and 2023.

Current wording

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

Previous 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.

Current wording

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 13 of Notes to Consolidated Financial Statements), $11.2 million in

Previous 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

Current wording

Net cash used in financing activities was $213.9 million for the nine months ended September 30, 2023 and included $114.9 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $87.7 million and $10.0 million in net payments on our working capital revolving credit facility and our revolving credit facility, respectively, $0.7 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $0.5 million in LTIP units withheld for tax obligations and $0.1 million paid pursuant to distribution equivalent rights previously granted under our LTIP.

Previous wording

The average interest rates for the credit agreement were 7.6% and 7.1% for the three months ended June 30, 2024 and 2023, respectively, and 7.5% and 6.8% for the six months ended June 30, 2024 and 2023, respectively.

Current wording

The average interest rates for the credit agreement were 7.6% and 7.5% for the three months ended September 30, 2024 and 2023, respectively, and 7.6% and 7.0% for the nine months ended September 30, 2024 and 2023, respectively.