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 the income from equity method investments in the accompanying consolidated statement of operations of Global Partners LP, and our investment balance in the joint venture is included in equity method investments in the accompanying consolidated balance sheet of Global Partners LP. See Note 17 of Notes to Consolidated Financial Statements. Except as otherwise specifically indicated, the information and discussion and analysis in this section does not otherwise take into account the financial condition and results of operations of SPR.

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 17 of Notes to Consolidated Financial Statements. Except as otherwise specifically indicated, the information and discussion and analysis in this section does not otherwise take into account the financial condition and results of operations of SPR 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 strategic rail and/or marine assets—spanning from Maine to Florida and into the U.S. Gulf states. We are one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores, primarily in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”) and Maryland and Virginia. As of December 31, 2023, we had a portfolio of 1,627 owned, leased and/or supplied gasoline stations, including 341 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our unconsolidated affiliate, SPR. We are also one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. We engage in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.

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 December 31, 2024, we had a portfolio of 1,584 owned, leased and/or supplied gasoline stations, including 300 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our joint venture, 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 $15.9 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the year ended December 31, 2023. In addition, we had other revenues of approximately $0.6 billion for the year ended December 31, 2023 from convenience store and prepared food sales at our directly operated stores, rental income from dealer leased and commissioned agent leased gasoline stations and from cobranding arrangements, and sundries.

Current wording

Collectively, we sold approximately $16.6 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the year ended December 31, 2024. In addition, we had other revenues of approximately $0.6 billion for the year ended December 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.

Previous wording

On February 5, 2024, we and the lenders under our credit agreement agreed, pursuant to the terms of our credit agreement, to (i) a reallocation of $300.0 million of the revolving credit facility to the working capital revolving credit facility and (ii) reduce the accordion feature from $200.0 million to $0. After giving effect to the reallocation and the accordion reduction, the working capital revolving credit facility is $950.0 million and the revolving credit facility is $600.0 million, for a total commitment of $1.55 billion, effective February 8, 2024. This reallocation and accordion reduction return our credit facilities to the terms in place prior to the reallocation and accordion exercise previously agreed to by us and the lenders on December 7, 2023.

Current wording

Credit Agreement Facility Reallocation and Accordion Reduction—On February 5, 2024, we and the lenders under our credit agreement agreed, pursuant to the terms of our credit agreement, to (i) a reallocation of $300.0 million of the revolving credit facility to the working capital revolving credit facility and (ii) reduce the accordion feature from $200.0 million to $0. After giving effect to the reallocation and the accordion reduction, the working capital revolving credit facility is $950.0 million and the revolving credit facility is $600.0 million, for a total commitment of $1.55 billion, effective February 8, 2024. This reallocation and accordion reduction returned our credit facilities to the terms in place prior to the reallocation and accordion exercise previously agreed to by us and the lenders on December 7, 2023. See—Liquidity and Capital Resources—Credit Agreement.”

Previous wording

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

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

In our Wholesale segment, we engage in the logistics of selling, gathering, blending, storing and transporting refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane. We transport these products by railcars, barges, trucks and/or pipelines pursuant to spot or long-term contracts. We sell home heating oil, branded and unbranded gasoline and gasoline blendstocks, diesel, kerosene and residual oil to home heating oil and propane retailers and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline, distillates and propane at bulk terminals and inland storage facilities that we own or control or at which we have throughput or exchange arrangements. Ethanol is shipped primarily by rail and by barge.

Current wording

In our Wholesale segment, we engage in the logistics of selling, gathering, blending, storing and transporting refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane. We transport these products by railcars, barges, trucks and/or pipelines pursuant to spot or long-term contracts. We sell home heating oil, branded and unbranded gasoline and gasoline blendstocks, diesel, kerosene and residual oil to retail and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline, distillates and propane at bulk terminals and inland storage facilities that we own or control or at which we have throughput or exchange arrangements. Ethanol is shipped primarily by rail and by barge.

Previous wording

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

influenced by prices for refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane, price volatility and the market for such products. Prices in the overall markets for these products may affect our financial condition, results of operations and cash available for distribution to our unitholders. Our margins can be significantly impacted by the forward product pricing curve, often referred to as the futures market. We typically hedge our exposure to petroleum product and renewable fuel price moves with futures contracts and, to a lesser extent, swaps. In markets where future prices are higher than current prices, referred to as contango, we may use our storage capacity to improve our margins by storing products we have purchased at lower prices in the current market for delivery to customers at higher prices in the future. In markets where future prices are lower than current prices, referred to as backwardation, inventories can depreciate in value and hedging costs are more expensive. For this reason, in these backward markets, we attempt to reduce our inventories in order to minimize these effects. Our inventory management is dependent on the use of hedging instruments which are managed based on the structure of the forward pricing curve. Daily market changes may impact periodic results due to the point-in-time valuation of these positions. Volatility in petroleum markets may impact our results. When prices for the products we sell rise, some of our customers may have insufficient credit to purchase supply from us at their historical purchase volumes, and their customers, in turn, may adopt conservation measures which reduce consumption, thereby reducing demand for product. Furthermore, when prices increase rapidly and dramatically, we may be unable to promptly pass our additional costs on to our customers, resulting in lower margins which could adversely affect our results of operations. Higher prices for the products we sell may (1) diminish our access to trade credit support and/or cause it to become more expensive and (2) decrease the amount of borrowings available for working capital under our credit agreement as a result of total available commitments, borrowing base limitations and advance rates thereunder. When prices for the products we sell decline, our exposure to risk of loss in the event of nonperformance by our customers of our forward contracts may be increased as they and/or their customers may breach their contracts and purchase the products we sell at the then lower market price from a competitor.

Previous wording

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.

Current wording

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

We view product margin as an important performance measure of the core profitability of our operations. We review product margin monthly for consistency and trend analysis. We define product margin as our product sales minus product costs. Product sales primarily include sales of unbranded and branded gasoline, distillates, residual oil, renewable fuels and crude oil, as well as convenience store and prepared food sales, gasoline station rental income and revenue generated from our logistics activities when we engage in the storage, transloading and shipment of products owned by others. Product costs include the cost of acquiring products and all associated costs including shipping and handling costs to bring such products to the point of sale as well as product costs related to convenience store items and costs associated with our logistics activities. We also look at product margin on a per unit basis (product margin divided by volume). Product margin is a non-GAAP financial measure used by management and external users of our consolidated financial statements to assess our business. Product margin should not be considered an alternative to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, our product margin may not be comparable to product margin or a similarly titled measure of other companies.

Current wording

owned by others. Product costs include the cost of acquiring products and all associated costs including shipping and handling costs to bring such products to the point of sale as well as product costs related to convenience store items and costs associated with our logistics activities. We also look at product margin on a per unit basis (product margin divided by volume). Product margin is a non-GAAP financial measure used by management and external users of our consolidated financial statements to assess our business. Product margin should not be considered an alternative to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, our product margin may not be comparable to product margin or a similarly titled measure of other companies.

Previous wording

Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets, goodwill and long-lived asset impairment charges and our proportionate share of EBITDA related to our SPR joint venture, which is accounted for using the equity method. EBITDA and adjusted EBITDA should not be considered as alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, EBITDA and adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Current wording

Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets, goodwill and long-lived asset impairment charges and our proportionate share of EBITDA related to our joint ventures accounted for using the equity method. EBITDA and adjusted EBITDA should not be considered as alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, EBITDA and adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Previous wording

Distributable cash flow as used in our partnership agreement also determines our ability to make cash distributions on our incentive distribution rights. The investment community also uses a distributable cash flow metric similar to the metric used in our partnership agreement with respect to publicly traded partnerships to indicate whether or not such partnerships have generated sufficient earnings on a current or historical level that can sustain distributions on preferred or common units or support an increase in quarterly cash distributions on common units. Our partnership agreement does not permit adjustments for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.

Current wording

distributions on our incentive distribution rights. The investment community also uses a distributable cash flow metric similar to the metric used in our partnership agreement with respect to publicly traded partnerships to indicate whether or not such partnerships have generated sufficient earnings on a current or historical level that can sustain distributions on preferred or common units or support an increase in quarterly cash distributions on common units. Our partnership agreement does not permit adjustments for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.

Previous wording

Adjusted distributable cash flow is a non-GAAP financial measure intended to provide management and investors with an enhanced perspective of our financial performance. Adjusted distributable cash flow is distributable cash flow (as defined in our partnership agreement) further adjusted for our proportionate share of distributable cash flow related to our SPR joint venture, which is accounted for using the equity method. Adjusted distributable cash flow is not used in our partnership agreement to determine our ability to make cash distributions and may be higher or lower than distributable cash flow as calculated under our partnership agreement.

Current wording

Adjusted distributable cash flow is a non-GAAP financial measure intended to provide management and investors with an enhanced perspective of our financial performance. Adjusted distributable cash flow is distributable cash flow (as defined in our partnership agreement) further adjusted for our proportionate share of distributable cash flow related to our joint ventures accounted for using the equity method. Adjusted distributable cash flow is not used in our partnership agreement to determine our ability to make cash distributions and may be higher or lower than distributable cash flow as calculated under our partnership agreement.

Previous wording

Operating expenses are costs associated with the operation of the terminals, transload facilities and gasoline stations and convenience stores used in our businesses. Lease payments, maintenance and repair, property taxes, utilities, credit card fees, taxes, labor and labor-related expenses comprise the most significant portion of our operating expenses. While the majority of these expenses remains relatively stable, independent of the volumes through our system, they can

Current wording

Operating expenses are costs associated with the operation of the terminals, transload facilities and gasoline stations and convenience stores used in our businesses. Lease payments, maintenance and repair, property taxes, utilities, credit card fees, taxes, labor and labor-related expenses comprise the most significant portion of our operating expenses. While the majority of these expenses remains relatively stable, independent of the volumes through our system, they can fluctuate depending on the activities performed during a specific period. In addition, they can be impacted by new directives issued by federal, state and local governments.

Previous wording

Our total sales were $16.5 billion and $18.9 billion for 2023 and 2022, respectively, a decrease of $2.4 billion, or 13%, primarily due to a decrease in prices, partially offset by an increase in volume sold. Our aggregate volume of product sold was 5.7 billion gallons and 5.5 billion gallons for 2023 and 2022, respectively, increasing 259 million gallons (consisting of increases of 273 million gallons in our Wholesale segment, primarily in gasoline and gasoline blendstocks but also in distillates and other oils, and 6 million gallons in our Commercial segment, offset by a decrease of 20 million gallons in our GDSO segment).

Current wording

Our total sales were $17.2 billion and $16.5 billion for 2024 and 2023, respectively, an increase of $0.7 billion, or 4%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our aggregate volume of product sold was 6.6 billion gallons and 5.7 billion gallons for 2024 and 2023, respectively, increasing 920 million gallons from the prior year (consisting of increases of 916 million gallons in our Wholesale segment and 48 million gallons in our Commercial segment, offset by a decrease of 44 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

Previous wording

Our gross profit was $973.6 million and $1.1 billion for 2023 and 2022, respectively, decreasing $124.0 million, or 11%. Our Wholesale segment product margins decreased in 2023 due to less favorable market conditions, largely in distillates but also in residual oil, compared to 2022 when market conditions were more favorable, offset by an increase in crude oil product margin due to the expiration of a pipeline connection agreement. In our GDSO segment, our gasoline distribution product margin decreased due in part to lower fuel margins (cents per gallon), while our station operations product margin increased due to an increase in activity at our convenience stores in part due to the September 2022 acquisition of Tidewater Convenience, Inc. (“Tidewater”). In our Commercial segment, our product margin decreased, primarily due to less favorable market conditions in bunkering.

Current wording

Our gross profit was $1.1 billion and $973.6 million for 2024 and 2023, respectively, increasing $84.3 million, or 9%. Our Wholesale segment product margins increased primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions in gasoline blendstocks and distillates, offset by less favorable market conditions in gasoline and residual 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, but was negatively impacted due in part to the sales and conversions of certain company-operated sites. 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 $31.6 million increase in depreciation allocated to cost of sales.

Previous wording

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $5.9 billion and $6.4 billion for 2023 and 2022, respectively, a decrease of $0.5 billion, or 8%, primarily due to a decrease in prices, partially offset by an increase in volume sold. Our gasoline and gasoline blendstocks product margin was $105.2 million and $107.0 million for 2023 and 2022, respectively, a decrease of $1.8 million, or 2%, primarily due to less favorable market conditions in gasoline, offset by more favorable market conditions in gasoline blendstocks.

Current wording

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $6.5 billion and $5.9 billion for 2024 and 2023, respectively, an increase of $0.6 billion, or 10%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our gasoline and gasoline blendstocks product margin was $181.8 million and $105.2 million for 2024 and 2023, respectively, an increase of $76.6 million, or 73%, primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions in gasoline blendstocks, partially offset by less favorable market conditions in gasoline.

Previous wording

Distillates and Other Oils. Sales from distillates and other oils (primarily residual oil and crude oil)were $3.7 billion and $4.5 billion for 2023 and 2022, respectively, a decrease of $0.8 billion, or 17%, primarily due to a decrease in distillate prices, partially offset by an increase in volume sold. Our product margin from distillates and other oils was $96.7 million and $180.7 million for 2023 and 2022, respectively, a decrease of $84.0 million, or 46%, primarily due to less favorable market conditions, largely in distillates but also in residual oil, compared to 2022 when market conditions were more favorable. The decrease in product margin was offset by an increase in crude oil product margin due to the expiration of a pipeline connection agreement in December of 2022.

Current wording

Distillates and Other Oils. Sales from distillates and other oils (primarily residual oil and crude oil) were $4.2 billion and $3.7 billion for 2024 and 2023, respectively, an increase of $0.5 billion, or 13%, primarily due to an increase in distillate volume sold, partially offset by decreases in residual oil volume sold and in distillates prices. Our product margin from distillates and other oils was $110.4 million and $96.7 million for 2024 and 2023, respectively, an increase of $13.7 million, or 14%, 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 $5.3 billion and $6.1 billion for 2023 and 2022, respectively, a decrease of $0.8 billion, or 13%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $558.5 million and $588.7 million for 2023 and 2022, respectively, a decrease of $30.2 million, or 5%, primarily due to lower fuel margins (cents per gallon), largely during the third quarter in 2023 compared to significantly higher fuel margins in the third quarter of 2022 due to especially favorable market conditions experienced in 2022.

Current wording

Gasoline Distribution. Sales from gasoline distribution were $4.8 billion and $5.3 billion for 2024 and 2023, respectively, a decrease of $0.5 billion, or 9%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $578.7 million and $558.5 million for 2024 and 2023, respectively, an increase of $20.2 million, or 4%, 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 $572.2 million and $559.8 million for 2023 and 2022, respectively, an increase of $12.4 million, or 2%. Our product margin from station operations was $276.0 million and $267.9 million for 2023 and 2022, respectively, an increase of $8.1 million, or 3%. The increases in sales and product margin are primarily due to an increase in activity at our convenience stores, in part due to the acquisition of Tidewater, partially offset by the sale of non-strategic sites.

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 $565.8 million and $572.2 million for 2024 and 2023, respectively, a decrease of $6.4 million, or 1%, 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 $281.7 million and $276.0 million for 2024 and 2023, respectively, an increase of $5.7 million, or 2%, primarily due to increases in sundries and rental income, but was negatively impacted due in part to the sales and conversions of certain company-operated sites.

Previous wording

SG&A expenses were $273.7 million and $263.1 million for 2023 and 2022, respectively, an increase of $10.6 million, or 4%, including increases of $8.4 million of expenses associated with the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements), $7.7 million in wages and benefits, $3.2 million in acquisition costs and $1.4 million in professional fees. The increase in SG&A expenses was offset by a decrease of $1.3 million in accrued discretionary incentive compensation and $1.3 million in various other SG&A expenses. In addition, in 2022 we incurred approximately $7.5 million in connection with an ongoing dispute between us and the landlord at certain of our sites, a dispute in which we believe we have meritorious defenses.

Current wording

SG&A expenses were $292.0 million and $273.7 million for 2024 and 2023, respectively, an increase of $18.3 million, or 7%, including increases of $13.5 million in wages and benefits, $9.0 million in long-term accrued discretionary incentive compensation, $2.0 million in professional fees, $2.0 million in maintenance and repairs and $4.4 million in various other SG&A expenses. The increase in SG&A expenses was offset by decreases of $9.1 million in expenses associated with the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements) and $3.5 million in acquisition costs.

Previous wording

Operating expenses were $450.6 million and $445.3 million for 2023 and 2022, respectively, an increase of $5.3 million, or 1%, including an increase of $6.3 million associated with our GDSO operations, including the Tidewater acquisition, in part due to increases in salary expense, maintenance and repair expenses and other various operating expenses, offset by decreases in our environmental reserve and in credit card fees due to lower gasoline prices and operating expenses related to the sale of non-strategic sites during 2023. Operating expenses associated with our terminal operations decreased $1.0 million, in part due to a decrease in maintenance and repair expenses, offset by an increase in rent and lease expenses.

Current wording

Operating expenses were $515.3 million and $450.6 million for 2024 and 2023, respectively, an increase of $64.7 million, or 14%, including an increase of $68.1 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, offset by a decrease of $3.4 million in operating expenses related to our GDSO operations, in part due to the sale of non-strategic sites during 2024.

Previous wording

Amortization expense related to our intangible assets was $8.1 million and $8.9 million for 2023 and 2022, respectively.

Current wording

Amortization expense related to our intangible assets was $8.2 million and $8.1 million for 2024 and 2023, respectively.

Previous wording

Net gain on sale and disposition of assets was $2.6 million for 2023, primarily due to the sale of GDSO sites. Net gain on sale and disposition of assets was $79.9 million for 2022, consisting of a net gain of $76.8 million related to the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements for more information) and to a net gain of $3.1 million, primarily due to the sale of GDSO sites.

Current wording

Net gain on sale and disposition of assets was $9.5 million and $2.6 million for 2024 and 2023, respectively, primarily due to the sale of GDSO sites.

Previous wording

Income from equity method investments was $2.5 million and $0 for 2023 and 2022, respectively, representing our proportional share of earnings from our SPR joint venture. There was no income from equity method investments related to our Everett joint venture in 2023 or 2022. See Note 17 of Notes to Consolidated Financial Statements for information on our equity method investments.

Current wording

(Loss) income from equity method investments was ($1.5 million) and $2.5 million for 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 17 of Notes to Consolidated Financial Statements for information on our equity method investments.

Previous wording

Interest expense was $85.6 million and $81.3 million for 2023 and 2022, respectively, an increase of $4.3 million, or 5%, due in part to higher interest rates and a $0.5 million write-off of deferred financing fees associated with the amendment to our credit agreement in May 2023, offset by lower average balances on our credit facilities.

Current wording

Interest expense was $134.8 million and $85.6 million for 2024 and 2023, respectively, an increase of $49.2 million, or 57%, primarily due to interest expense related to 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 $8.1 million and $16.8 million 2023 and 2022, respectively. The respective income tax expense predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes.

Current wording

Income tax expense was $4.6 million and $8.1 million for 2024 and 2023, respectively. The respective income tax expense predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes.

Previous wording

Working capital was $115.0 million and $197.8 million at December 31, 2023 and 2022, respectively, a decrease of $82.8 million. Changes in current assets and current liabilities decreasing our working capital primarily include, in part, a decrease of $169.4 million in inventories and an increase of $117.8 million in accounts payable. The decrease in working capital was offset by a decrease of $136.6 million in the current portion of our working capital revolving credit facility and an increase of $72.9 million in accounts receivable.

Current wording

Working capital was $207.2 million and $115.0 million at December 31, 2024 and 2023, respectively, an increase of $92.2 million. Changes in current assets and current liabilities increasing our working capital primarily include, in part, an increase of $196.8 million in inventories, in part due to the inventory acquired from Gulf Oil, and a decrease of $138.7 million in accounts payable. The increase in working capital was offset by an increase of $112.7 million in the current portion of our working capital revolving credit facility and a decrease of $79.2 million in accounts receivable.

Previous wording

In addition, on January 24, 2024, the board of directors of our general partner declared a quarterly cash distribution of $0.7000 per unit ($2.80 per unit on an annualized basis) on all of our outstanding common units for the period from October 1, 2023 through December 31, 2023 to unitholders of record as of the close of business on February 8, 2024. On February 14, 2024, we paid the total cash distribution of approximately $26.8 million.

Current wording

In addition, on January 29, 2025, the board of directors of our general partner declared a quarterly cash distribution of $0.7400 per unit ($2.96 per unit on an annualized basis) on our common units for the period from October 1, 2024 through December 31, 2024 to our common unitholders of record as of the close of business on February 10, 2025. On February 14, 2025, we paid the total cash distribution of approximately $29.5 million.

Previous wording

During 2023, 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

The board of directors of our general partner also declared a quarterly cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Series B Preferred Units for the period from November 15, 2023 through February 14, 2024 to our Series B preferred unitholders of record as of the opening of business on February 1, 2024. On February 15, 2024, we paid the total cash distribution of approximately $1.8 million.

Current wording

In addition, on January 13, 2025, the board of directors of our general partner declared a quarterly cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Series B Preferred Units for the period from November 15, 2024 through February 14, 2025 to our Series B preferred unitholders of record as of the opening of business on February 3, 2025. On February 18, 2025, we paid the total cash distribution of approximately $1.8 million.

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 $60.8 million and $54.4 million in maintenance capital expenditures for the years ended December 31, 2023 and 2022, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately $52.9 million and $45.0 million for 2023 and 2022, respectively, are related to our investments in our gasoline station business. Repair and maintenance expenses associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred.

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 $46.9 million and $60.8 million in maintenance capital expenditures for the years ended December 31, 2024 and 2023, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately $36.7 million and $52.9 million for 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 $28.0 million and $52.4 million in expansion capital expenditures, excluding acquired property and equipment, for the years ended December 31, 2023 and 2022, respectively, primarily related to investments in our gasoline station business.

Current wording

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 $56.4 million and $28.0 million in expansion capital expenditures, excluding acquired property and equipment, for the years ended December 31, 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 $60.0 million to $70.0 million and expansion capital expenditures, excluding acquisitions, of approximately $75.0 million to $85.0 million in 2025, relating primarily to investments in our gasoline station and terminal businesses. These current estimates depend, in part, on the timing of completion of projects, availability of equipment and workforce, weather and unanticipated events or opportunities requiring additional maintenance or investments.

Previous wording

Net cash provided by operating activities was $512.4 million and $480.0 million for 2023 and 2022, respectively, for a period-over-period increase in cash flow from operating activities of $32.4 million. The period-over-period change reflects a net gain on the sale and disposition of assets of $79.9 million in 2022, primarily related to the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements).

Current wording

Net cash provided by operating activities was $31.6 million and $512.4 million for 2024 and 2023, respectively, for a period-over-period decrease in cash flow from operating activities of $480.8 million.

Previous wording

Net cash used in investing activities was $492.4 million for 2023 and included $313.2 million related to the acquisition of the Terminal Facilities from Motiva (see Note 3 to Notes to Consolidated Financial Statements), $95.3 million in expenditures associated with our equity method investments (see Note 17 of Notes to Consolidated Financial Statements), $88.8 million in capital expenditures, $8.5 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations and $1.5 million in an immaterial acquisition. Net cash used in investing activities was offset by $12.9 million in proceeds from the sale of property and equipment and $2.0 million in dividends received of equity method investment in SPR.

Current wording

Net cash used in investing activities was $492.4 million for 2023 and included $313.2 million related to the acquisition of the Motiva Terminal Facilities (see Note 3 to Notes to Consolidated Financial Statements), $95.3 million in expenditures associated with our equity method investments, $88.8 million in capital expenditures, $8.5 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations and $1.5 million in an immaterial acquisition. Net cash used in investing activities was offset by $12.9 million in proceeds and $1.5 million in an immaterial acquisition. Net cash used in investing activities was offset by $12.9 million in proceeds from the sale of property and equipment and $2.0 million in dividends received of equity method investments.

Previous wording

Net cash used in financing activities was $250.6 million for 2022 and included $201.3 million in net payments on our working capital revolving credit facility, $100.4 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $2.9 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations and $1.6 million in LTIP units withheld for tax obligations related to awards that vested in 2022. Net cash used in financing activities was offset by $55.6 million in net borrowings from our revolving credit facility, primarily to fund our acquisitions.

Current wording

Net cash provided by financing activities was $233.8 million for 2024 and included $441.3 million in proceeds in connection with the issuance of the 2032 Notes and $212.7 million in net borrowings from our working capital revolving credit facility. Net cash provided by financing activities was offset by $213.0 million in net payments on our revolving credit facility, $121.6 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 20 of Notes to Consolidated Financial Statements), $14.2 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $1.8 million in LTIP units withheld for tax obligations and $0.6 million paid pursuant to distribution equivalent rights previously granted under our LTIP.

Previous wording

Net cash used in financing activities was $4.4 million for 2023 and included $144.7 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $136.6 million in net payments on our working capital revolving credit facility, $3.5 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $0.5 million in LTIP units withheld for tax obligations and $0.1 million in distribution equivalent rights. Net cash used in financing activities was offset by $281.0 million in net borrowings on our revolving credit facility, in part due to fund the acquisition of the Terminal Facilities from Motiva.

Current wording

Net cash used in financing activities was $4.4 million for 2023 and included $144.7 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $136.6 million in net payments on our working capital revolving credit facility, $3.5 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $0.5 million in LTIP units withheld for tax obligations and $0.1 million paid pursuant to distribution equivalent rights previously granted under our LTIP. Net cash used in financing activities was offset by $281.0 million in net borrowings on our revolving credit facility, in part due to fund the acquisition of the Motiva Terminal Facilities.

Previous wording

Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, had a $1.75 billion senior secured credit facility as of December 31, 2023. As discussed below, effective February 5, 2024, the total commitment under the credit agreement was reduced to $1.55 billion. We repay amounts outstanding and reborrow funds based on our working capital requirements and, therefore, classify as a current liability the portion of the working capital revolving credit facility we expect to pay down during the course of the year. The long-term portion of the working capital revolving credit facility is the amount we expect to be outstanding during the entire year. The credit agreement expires on May 2, 2026.

Current wording

Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, have a $1.55 billion senior secured credit facility. We repay amounts outstanding and reborrow funds based on our working capital requirements and, therefore, classify as a current liability the portion of the working capital revolving credit facility we expect to pay down during the course of the year. The long-term portion of the working capital revolving credit facility is the amount we expect to be outstanding during the entire year. The credit agreement expires on May 2, 2026.

Previous wording

Credit Agreement Facility Reallocation and Accordion Reduction—On February 5, 2024, we and the lenders under our credit agreement agreed, pursuant to the terms of our credit agreement, to (i) a reallocation of $300.0 million of the revolving credit facility to the working capital revolving credit facility and (ii) reduce the accordion feature from $200.0 million to $0. After giving effect to the reallocation and the accordion reduction, the working capital revolving credit facility is $950.0 million and the revolving credit facility is $600.0 million, for a total commitment of

Current wording

On February 5, 2024, we and the lenders under our credit agreement agreed, pursuant to the terms of the credit agreement, to (i) a reallocation of $300.0 million of the revolving credit facility to the working capital revolving credit

Previous wording

$1.55 billion, effective February 8, 2024. This reallocation and accordion reduction return our credit facilities to the terms in place prior to the reallocation and accordion exercise previously agreed to by us and the lenders on December 7, 2023. Please read “—Liquidity and Capital Resources—Credit Agreement.”

Current wording

facility and (ii) reduce the accordion feature from $200.0 million to $0, effective February 8, 2024. This reallocation and accordion reduction returned our credit facilities to the terms in place prior to the reallocation and accordion exercise previously agreed to by us and the lenders on December 7, 2023.