GLOBAL PARTNERS LP, 10-K filed on 2/29/2024
Annual Report
v3.24.0.1
Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2023
Feb. 26, 2024
Jun. 30, 2023
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2023    
Entity File Number 001-32593    
Entity Registrant Name Global Partners LP    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 74-3140887    
Entity Address, Address Line One P.O. Box 9161    
Entity Address, Address Line Two 800 South Street    
Entity Address, City or Town Waltham    
Entity Address, State or Province MA    
Entity Address, Postal Zip Code 02454-9161    
City Area Code 781    
Local Phone Number 894-8800    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
ICFR Auditor Attestation Flag true    
Entity Filer Category Large Accelerated Filer    
Document Financial Statement Error Correction [Flag] false    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding   33,995,563  
Auditor Name Ernst & Young LLP    
Auditor Firm ID 42    
Auditor Location Boston, Massachusetts    
Entity Public Float     $ 848,786,662
Entity Central Index Key 0001323468    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
Amendment Flag false    
Common Limited Partners      
Document Information [Line Items]      
Title of 12(b) Security Common Units representing limited partner interests    
Trading Symbol GLP    
Security Exchange Name NYSE    
Series A Preferred Limited Partners      
Document Information [Line Items]      
Title of 12(b) Security Series A Fixed-to-Floating Rate Cumulative Redeemable    
Trading Symbol GLP pr A    
Security Exchange Name NYSE    
Series B Preferred Limited Partners      
Document Information [Line Items]      
Title of 12(b) Security 9.50% Series B Fixed Rate Cumulative Redeemable    
Trading Symbol GLP pr B    
Security Exchange Name NYSE    
v3.24.0.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 19,642 $ 4,040
Accounts receivable, net (less allowance of $3,360 and $3,062 at December 31, 2023 and 2022, respectively) 551,764 478,837
Accounts receivable-affiliates 8,142 2,380
Inventories 397,314 566,731
Brokerage margin deposits 12,779 23,431
Derivative assets 17,656 19,848
Prepaid expenses and other current assets 90,531 73,992
Total current assets 1,097,828 1,169,259
Property and equipment, net 1,513,545 1,218,171
Right of use assets, net 252,849 288,142
Intangible assets, net 20,718 26,854
Goodwill 429,215 427,780
Equity method investments 94,354  
Other assets 37,502 30,679
Total assets 3,446,011 3,160,885
Current liabilities:    
Accounts payable 648,717 530,940
Working capital revolving credit facility-current portion 16,800 153,400
Lease liability-current portion 59,944 64,919
Environmental liabilities-current portion 5,057 4,606
Trustee taxes payable 67,398 42,972
Accrued expenses and other current liabilities 179,887 156,964
Derivative liabilities 4,987 17,680
Total current liabilities 982,790 971,481
Revolving credit facility 380,000 99,000
Senior notes 742,720 741,015
Lease liability-less current portion 200,195 231,427
Environmental liabilities-less current portion 71,092 64,029
Financing obligations 138,485 141,784
Deferred tax liabilities 68,909 66,400
Other long-term liabilities 61,160 57,305
Total liabilities 2,645,351 2,372,441
Commitments and contingencies (see Note 12)
Partners' equity    
General partner interest (0.67% interest with 230,303 equivalent units outstanding at December 31, 2023 and 2022) 1,828 406
Accumulated other comprehensive income (loss) 381 (449)
Total partners' equity 800,660 788,444
Total liabilities and partners' equity 3,446,011 3,160,885
Series A Preferred Limited Partners    
Partners' equity    
Limited partner interest 67,476 67,226
Series B Preferred Limited Partners    
Partners' equity    
Limited partner interest 72,305 72,305
Common Limited Partners    
Partners' equity    
Limited partner interest $ 658,670 $ 648,956
v3.24.0.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
General partner interest (as a percent) (0.67%) (0.67%)
General partner interest, equivalent units outstanding 230,303 230,303
Accounts receivable, allowance (in dollars) $ 3,360 $ 3,062
Series A Preferred Limited Partners    
Limited partner interest, units issued 2,760,000 2,760,000
Limited partner interest, units outstanding 2,760,000 2,760,000
Series B Preferred Limited Partners    
Limited partner interest, units issued 3,000,000 3,000,000
Limited partner interest, units outstanding 3,000,000 3,000,000
Common Limited Partners    
Limited partner interest, units issued 33,995,563 33,995,563
Limited partner interest, units outstanding 33,882,357 33,937,519
v3.24.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Sales $ 16,492,174 $ 18,877,886 $ 13,248,277
Cost of sales 15,518,534 17,780,237 12,529,014
Gross profit 973,640 1,097,649 719,263
Costs and operating expenses:      
Selling, general and administrative expenses 273,733 263,112 212,878
Operating expenses 450,627 445,271 353,582
Amortization expense 8,136 8,851 10,711
Net gain on sale and disposition of assets (2,626) (79,873) (506)
Long-lived asset impairment     380
Total costs and operating expenses 729,870 637,361 577,045
Operating income 243,770 460,288 142,218
Other income (expense):      
Income from equity method investments 2,503    
Interest expense (85,631) (81,259) (80,086)
Income before income tax expense 160,642 379,029 62,132
Income tax expense (8,136) (16,822) (1,336)
Net income 152,506 362,207 60,796
Less: General partner's interest in net income, including incentive distribution rights 9,908 7,138 3,581
Preferred Limited Partners      
Other income (expense):      
Limited partners' interest in net income 14,559 13,852 12,209
Common Limited Partners      
Other income (expense):      
Limited partners' interest in net income $ 128,039 $ 341,217 $ 45,006
Basic net income per common limited partner unit $ 3.77 $ 10.06 $ 1.33
Diluted net income per common limited partner unit $ 3.76 $ 10.02 $ 1.31
Basic weighted average common limited partner units outstanding 33,970 33,935 33,942
Diluted weighted average common limited partner units outstanding 34,039 34,044 34,278
v3.24.0.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME      
Net Income (Loss) $ 152,506 $ 362,207 $ 60,796
Other comprehensive income (loss):      
Change in fair value of cash flow hedges     (7,082)
Change in pension liability 830 1,453 3,580
Total other comprehensive income (loss) 830 1,453 (3,502)
Comprehensive income $ 153,336 $ 363,660 $ 57,294
v3.24.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities      
Net income $ 152,506 $ 362,207 $ 60,796
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 110,090 104,796 102,241
Amortization of deferred financing fees 5,651 5,432 5,031
Bad debt expense 855 131 (51)
Unit-based compensation expense 10,605 2,700 707
Write-off of financing fees 482   365
Net gain on sale and disposition of assets (2,626) (79,873) (506)
Long-lived asset impairment     380
Deferred income taxes 2,509 9,583 599
Income from equity method investments (2,503)    
Dividends received on equity method investments 1,375    
Changes in operating assets and liabilities:      
Accounts receivable (73,782) (67,774) (183,826)
Accounts receivable-affiliate (5,762) (1,241) 1,271
Inventories 172,112 (52,086) (123,889)
Broker margin deposits 10,652 10,227 (11,997)
Prepaid expenses, all other current assets and other assets (19,196) 14,043 24,618
Accounts payable 117,777 177,644 145,423
Trustee taxes payable 24,426 (1,251) 7,625
Change in derivatives (10,501) (22,170) 24,503
Accrued expenses, all other current liabilities and other long-term liabilities 17,771 17,628 (3,072)
Net cash provided by operating activities 512,441 479,996 50,218
Cash flows from investing activities      
Acquisition of terminals (313,174)    
Acquisitions (1,500) (256,246) (18,034)
Equity method investments (95,301)    
Capital expenditures (88,847) (106,797) (101,717)
Seller note issuances (8,495) (1,664) (1,690)
Dividends received of equity method investments 2,075    
Proceeds from sale of property and equipment, net 12,862 128,514 6,391
Net cash used in investing activities (492,380) (236,193) (115,050)
Cash flows from financing activities      
Net proceeds from issuance of Series B preferred units     72,167
Repurchase of common units (3,521) (2,898) (3,772)
LTIP units withheld for tax obligations (469) (1,559) (2,209)
Distribution equivalent rights (149)    
Distributions to limited partners and general partner (144,720) (100,455) (91,919)
Net cash (used in) provided by financing activities (4,459) (250,612) 65,967
Cash and cash equivalents      
Increase (decrease) in cash and cash equivalents 15,602 (6,809) 1,135
Cash and cash equivalents at beginning of year 4,040 10,849 9,714
Cash and cash equivalents at end of year 19,642 4,040 10,849
Supplemental information      
Cash paid during the year for interest 65,259 60,910 54,709
Net cash paid (received) during the year for income taxes 2,904 8,053 (14,779)
Working Capital Facility      
Cash flows from financing activities      
Net payments on working capital revolving credit facility (136,600) (201,300) 170,300
Non Working Capital Facility      
Cash flows from financing activities      
Net payments on working capital revolving credit facility $ 281,000 $ 55,600 $ (78,600)
v3.24.0.1
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY - USD ($)
$ in Thousands
Common Unitholders
Series A Preferred Limited Partners
Common Unitholders
Series B Preferred Limited Partners
Common Unitholders
Common Limited Partners
General Partner Interest
Accumulated Other Comprehensive Income (Loss)
Total
Balance, beginning of period at Dec. 31, 2020 $ 67,226   $ 428,842 $ (2,169) $ 1,600 $ 495,499
Increase (Decrease) in Partners' Capital            
Issuance of Series B preferred units   $ 72,167       72,167
Net income 6,728 5,481 45,006 3,581   60,796
Distributions to limited partners and general partner (6,728) (5,343) (77,339) (3,360)   (92,770)
Unit-based compensation     707     707
Other comprehensive income (loss)         (3,502) (3,502)
Repurchase of common units     (3,772)     (3,772)
LTIP units withheld for tax obligations     (2,209)     (2,209)
Dividends on repurchased units     851     851
Balance, end of period at Dec. 31, 2021 67,226 72,305 392,086 (1,948) (1,902) 527,767
Increase (Decrease) in Partners' Capital            
Net income 6,728 7,124 341,217 7,138   362,207
Distributions to limited partners and general partner (6,728) (7,124) (81,928) (4,784)   (100,564)
Unit-based compensation     2,700     2,700
Other comprehensive income (loss)         1,453 1,453
Repurchase of common units     (2,898)     (2,898)
LTIP units withheld for tax obligations     (1,559)     (1,559)
Distribution equivalent rights     (771)     (771)
Dividends on repurchased units     109     109
Balance, end of period at Dec. 31, 2022 67,226 72,305 648,956 406 (449) 788,444
Increase (Decrease) in Partners' Capital            
Net income 7,435 7,124 128,039 9,908   152,506
Distributions to limited partners and general partner (7,185) (7,124) (121,959) (8,486)   (144,754)
Unit-based compensation     10,605     10,605
Other comprehensive income (loss)         830 830
Repurchase of common units     (3,521)     (3,521)
LTIP units withheld for tax obligations     (469)     (469)
Distribution equivalent rights     (3,015)     (3,015)
Dividends on repurchased units     34     34
Balance, end of period at Dec. 31, 2023 $ 67,476 $ 72,305 $ 658,670 $ 1,828 $ 381 $ 800,660
v3.24.0.1
Organization and Basis of Presentation
 12 Months Ended
Dec. 31, 2023
Organization and Basis of Presentation  
Organization and Basis of Presentation

Note 1. Organization and Basis of Presentation

Organization

Global Partners LP (the “Partnership”) is a master limited partnership formed in March 2005. The Partnership owns, controls or has access to a large terminal network of refined petroleum products and renewable fuels—with strategic rail and/or marine assets—spanning from Maine to Florida and into the U.S. Gulf states. The Partnership is one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores, primarily in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”) and Maryland and Virginia. As of December 31, 2023, the Partnership had a portfolio of 1,627 owned, leased and/or supplied gasoline stations, including 341 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our unconsolidated affiliate, Spring Partners Retail LLC (“SPR”). The Partnership is 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. The Partnership engages in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.

Global GP LLC, the Partnership’s general partner (the “General Partner”), manages the Partnership’s operations and activities and employs its officers and substantially all of its personnel, except for most of its gasoline station and convenience store employees who are employed by Global Montello Group Corp. (“GMG”), a wholly owned subsidiary of the Partnership and for substantially all of the employees who primarily or exclusively provide services to SPR, who are employed by SPR Operator LLC (the “SPR Operator”), also a wholly owned subsidiary of the Partnership.

The General Partner, which holds a 0.67% general partner interest in the Partnership, is owned by affiliates of the Slifka family. As of December 31, 2023, affiliates of the General Partner, including its directors and executive officers and their affiliates, owned 6,478,995 common units, representing a 19.1% limited partner interest.

2024 Events

Credit Agreement Facility Reallocation and Accordion Reduction—On February 5, 2024, the Partnership and the lenders under the Partnership’s credit agreement agreed, pursuant to the terms of the credit agreement, to (i) a reallocation of $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 the credit facilities to the terms in place prior to the reallocation and accordion exercise previously agreed to by the Partnership and the lenders on December 7, 2023. See Note 9 for additional information on the credit agreement.

2032 Notes Offering—On January 18, 2024, the Partnership and GLP Finance Corp. issued $450.0 million aggregate principal amount of 8.250% senior notes due 2032 to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. The Partnership used the net proceeds from the offering to repay a portion of the borrowings outstanding under its credit agreement and for general corporate purposes. See Note 9 for additional information.

Pending Acquisition of Terminals from Gulf Oil—On December 15, 2022, the Partnership entered into a purchase agreement with Gulf Oil Limited Partnership (“Gulf”) pursuant to which the Partnership was to acquire five refined-products terminals located in New Haven, CT, Thorofare, NJ, Portland, ME, Linden, NJ and Chelsea, MA for

approximately $273.0 million in cash. On February 23, 2024, the Partnership entered into an amended and restated purchase agreement with Gulf in response to concerns raised by the Federal Trade Commission and the State Attorney General of Maine, pursuant to which (a) the refined-products terminal located in Portland, ME was removed from the transaction and (b) the purchase price was reduced to $212.3 million, subject to certain customary adjustments. The Partnership expects to finance the transaction with borrowings under its revolving credit facility. The Partnership continues to work through the process of obtaining regulatory approvals and other customary closing conditions.

2023 Events

Acquisition of Terminals from Motiva Enterprises LLC—On December 21, 2023, the Partnership acquired 25 refined product terminals from Motiva Enterprises LLC. See Note 3 for additional information.

Investment in Real Estate—On October 23, 2023, the Partnership, through its wholly owned subsidiary, Global Everett Landco, LLC, entered into a Limited Liability Agreement of Everett Landco GP, LLC, a Delaware limited liability company formed as a joint venture with Everett Investor LLC, an entity controlled by an affiliate of The Davis Companies, a company primarily involved in the acquisition, development, management and sale of commercial real estate. See Note 17 for additional information.

Expansion of Retail Operations into Texas—On June 1, 2023, SPR, a joint venture owned by subsidiaries of the Partnership and Exxon Mobil Corporation, acquired a portfolio of 64 Houston-area convenience and fueling facilities from Landmark Industries, LLC and its related entities. See Note 17 for additional information.

Amendments to the Credit Agreement and Accordion Exercise and Facility Reallocation—On February 2, 2023, the Partnership entered into the eighth amendment to the third amended and restated credit agreement which, among other things, permits the Partnership to request up to two reallocations per calendar year of the lending commitments among the facilities under its credit agreement. On May 2, 2023, the Partnership entered into the ninth amendment to third amended and restated credit agreement and joinder which, among other things, increased the applicable revolver rate by 25 basis points on borrowings under the revolving credit facility and extended the maturity date from May 6, 2024 to May 2, 2026. On December 7, 2023, pursuant to the terms of the credit agreement, the Partnership exercised a portion of the accordion feature and increased the aggregate working capital revolving commitments by $200.0 million for a period not to exceed 364 days. Also on December 7, 2023, pursuant to the terms of the credit agreement, the Partnership reallocated $300.0 million of the working capital revolving credit facility to the revolving credit facility. After giving effect to such reallocation, the working capital revolving credit facility was $850.0 million and the revolving credit facility was $900.0 million. See Note 9 for additional information on the credit agreement.
v3.24.0.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Consolidation and Presentation

On September 20, 2022, the Partnership acquired substantially all of the assets of Tidewater Convenience, Inc. (“Tidewater”). On February 1, 2022, the Partnership acquired substantially all of the retail motor fuel assets of Miller Oil Co., Inc. (“Miller Oil”). On January 25, 2022, the Partnership acquired substantially all of the assets of Connecticut-based Consumers Petroleum of Connecticut, Incorporated (“Consumers Petroleum”). The financial results of Tidewater, Miller Oil and Consumers Petroleum since each respective acquisition date are included in the accompanying consolidated statements of operations. See Note 3 for additional information on these acquisitions.

The accompanying consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated.

Equity Method Investments

The Partnership applies the equity method of accounting to investments when the Partnership has significant influence, but not a controlling interest in the investee.

The Partnership evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Partnership considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Partnership has not recognized an impairment loss related to its equity method investments for the year ended December 31, 2023. See Note 17 for additional information the Partnership equity method investments.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among the estimates made by management are (i) estimated fair value of assets and liabilities acquired in a business combination or asset acquisition and identification of associated goodwill and intangible assets, (ii) fair value of derivative instruments, (iii) accruals and contingent liabilities, (iv) allowance for credit losses, (v) assumptions used to evaluate goodwill, (vi) assumptions used to evaluate property and equipment and intangibles for impairment, (vii) environmental and asset retirement obligation provisions, and (viii) weighted average discount rate used in lease accounting. Although the Partnership believes its estimates are reasonable, actual results could differ from these estimates.

Cash and Cash Equivalents

The Partnership considers highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The carrying value of cash and cash equivalents, including broker margin accounts, approximates fair value.

Accounts Receivable

The Partnership’s accounts receivable primarily results from sales of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil to its customers. The majority of the Partnership’s accounts receivable relates to its petroleum marketing activities that can generally be described as high volume and low margin activities. The Partnership makes a determination of the amount, if any, of a line of credit it may extend to a customer based on the form and amount of financial performance assurances the Partnership requires. Such financial assurances are commonly provided to the Partnership in the form of standby letters of credit, personal guarantees or corporate guarantees.

The Partnership reviews all accounts receivable balances on a monthly basis and records a reserve for estimated amounts it expects will not be fully recovered. At December 31, 2023 and 2022, substantially all of the Partnership’s accounts receivable were classified as current assets and there were no non-standard payment terms.

Allowance for Credit Losses

The Partnership is exposed to credit losses primarily through its sales of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil. Concentration of credit risk with respect to trade receivables are limited due to the Partnership’s customer base being large and diverse. The Partnership assesses each counterparty’s ability to pay for the products the Partnership sells by conducting a credit review. This credit review considers the Partnership’s

expected billing exposure and timing for payment and the counterparty’s established credit rating or, in the case when a credit rating is not available, the Partnership’s assessment of the counterparty’s creditworthiness based on the Partnership’s analysis of the counterparty’s financial statements. The Partnership also considers contract terms and conditions and business strategy in its evaluation. A credit limit is established for each counterparty based on the outcome of this review. The Partnership may require collateralized asset support in the form of standby letters of credit, personal or corporate guarantees and/or a prepayment to mitigate credit risk.

The Partnership monitors its ongoing credit exposure through active reviews of counterparty balances against contract terms and due dates. The Partnership’s historical experience of collecting receivables, supported by the level of default, is that credit risk is low across classes of customers and locations and trade receivables are considered to be a single class of financial assets. Impairment for trade receivables are calculated for specific receivables with known or anticipated issues affecting the likelihood of collectability and for balances past due with a probability of default based on historical data as well as relevant forward-looking information. The Partnership’s activities include timely account reconciliations, dispute resolutions and payment confirmations. The Partnership utilizes internal legal counsel or collection agencies and outside legal counsel to pursue recovery of defaulted receivables.

Based on an aging analysis at December 31, 2023, approximately 99% of the Partnership’s accounts receivable were outstanding less than 30 days.

The following table presents changes in the credit loss allowance for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

​

​

    

Write-offs

    

​

​

    

​

​

 

​

​

Balance at

​

Current

​

Charged

​

​

​

​

Balance

​

​

​

Beginning

​

Period

​

Against Allowance

​

Recoveries

​

at End

 

Description

​

of Period

​

Provision

​

for Credit Losses

​

Collected

​

of Period

 

Year ended December 31,  2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Credit loss allowance—accounts receivable

​

$

3,062

​

$

358

​

$

(63)

​

$

3

​

$

3,360

​

Year ended December 31,  2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Credit loss allowance—accounts receivable

​

$

2,741

​

$

256

​

$

(156)

​

$

221

​

$

3,062

​

Year ended December 31,  2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Credit loss allowance—accounts receivable

​

$

2,555

​

$

(51)

​

$

(18)

​

$

255

​

$

2,741

​

​

Inventories

The Partnership hedges substantially all of its petroleum and ethanol inventory using a variety of instruments, primarily exchange-traded futures contracts. These futures contracts are entered into when inventory is purchased and are either designated as fair value hedges against the inventory on a specific barrel basis for inventories qualifying for fair value hedge accounting or not designated and maintained as economic hedges against certain inventory of the Partnership on a specific barrel basis. Changes in fair value of these futures contracts, as well as the offsetting change in fair value on the hedged inventory, are recognized in earnings as an increase or decrease in cost of sales. All hedged inventory designated in a fair value hedge relationship is valued using the lower of cost, as determined by specific identification, or net realizable value, as determined at the product level. All petroleum and ethanol inventory not designated in a fair value hedging relationship is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value. Renewable Identification Numbers (“RINs”) inventory is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value. Convenience store inventory is carried at the lower of historical cost, based on a weighted average cost method, or net realizable value.

Inventories consisted of the following at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

​

Distillates: home heating oil, diesel and kerosene

​

$

154,890

​

$

205,076

​

Gasoline

​

 

134,749

​

 

160,386

​

Gasoline blendstocks

​

 

31,146

​

 

51,900

​

Residual oil

​

 

45,774

​

 

112,457

​

Renewable identification numbers (RINs)

​

 

1,684

​

 

5,098

​

Convenience store inventory

​

 

29,071

​

 

29,566

​

Crude oil

​

 

—

​

 

2,248

​

Total

​

$

397,314

​

$

566,731

​

​

In addition to its own inventory, the Partnership has exchange agreements for petroleum products and ethanol with unrelated third-party suppliers, whereby it may draw inventory from these other suppliers (see Revenue Recognition) and suppliers may draw inventory from the Partnership. Positive exchange balances are accounted for as accounts receivable and amounted to $0.5 million and $2.3 million at December 31, 2023 and 2022, respectively. Negative exchange balances are accounted for as accounts payable and amounted to $29.8 million and $24.3 million at December 31, 2023 and 2022, respectively. Exchange transactions are valued using current carrying costs.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Minor expenditures for routine maintenance, repairs and renewals are charged to expense as incurred, and major improvements that extend the useful lives of the related assets are capitalized. Depreciation related to the Partnership’s terminal assets and gasoline stations is charged to cost of sales and all other depreciation is charged to selling, general and administrative expenses. Depreciation is charged over the estimated useful lives of the applicable assets using straight-line methods, and accelerated methods are used for income tax purposes. When applicable and based on policy, which considers the construction period and project cost, the Partnership capitalizes interest on qualified long-term projects and depreciates it over the life of the related asset.

The estimated useful lives are as follows:

​

​

​

​

​

Gasoline station buildings, improvements and storage tanks

    

15-25

years

​

Buildings, docks, terminal facilities and improvements

 

5-25

years

​

Gasoline station equipment

 

7

years

​

Fixtures, equipment and capitalized internal use software

 

3-7

years

​

​

The Partnership capitalizes certain costs, including internal payroll and external direct project costs incurred in connection with developing or obtaining software designated for internal use. These costs are included in property and equipment and are amortized over the estimated useful lives of the related software.

Intangibles

Intangibles are carried at cost less accumulated amortization. For assets with determinable useful lives, amortization is computed over the estimated economic useful lives of the respective intangible assets, ranging from 2 to 20 years.

Goodwill and Long-Lived Asset Impairment

Goodwill

Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. The Partnership has concluded that its operating segments are also its reporting units. Goodwill is tested for impairment annually as of October 1 or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Derecognized goodwill associated with the Partnership’s disposition activities of Gasoline Distribution and Station Operation (“GDSO”) sites is included in the carrying value of assets sold in determining the gain or loss on disposal, to the extent the disposition of assets qualifies as a disposition of a business under Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”). The GDSO reporting unit’s goodwill that was derecognized related to the disposition of sites that met the definition of a business was $0.1 million, $5.5 million and $0.6 million for the years ended December 31, 2023, 2022 and 2021, respectively (see Note 8).

All of the Partnership’s goodwill is allocated to the GDSO segment. During 2023, 2022 and 2021, the Partnership completed a quantitative assessment for the GDSO reporting unit. Factors included in the assessment included both macro-economic conditions and industry specific conditions, and the fair value of the GDSO reporting unit was estimated using a weighted average of a discounted cash flow approach and a market comparables approach. Based on the Partnership’s assessment, no impairment was identified.

Evaluation of Long-Lived Asset Impairment

Accounting and reporting guidance for long-lived assets requires that a long-lived asset (group) be reviewed for impairment when events or changes in circumstances indicate that the carrying amount might not be recoverable. Accordingly, the Partnership evaluates long-lived assets for impairment whenever indicators of impairment are identified. If indicators of impairment are present, the Partnership assesses impairment by comparing the undiscounted projected future cash flows from the long-lived assets to their carrying value. If the undiscounted cash flows are less than the carrying value, the long-lived assets will be reduced to their fair value. The Partnership recognized the following impairment charges which are included in long-lived asset impairment in the accompanying statements of operations for each respective year:

The Partnership recognized no impairment charges in 2023 and 2022. In 2021, the Partnership recognized an impairment charge primarily relating to certain developmental assets for raze and rebuilds in the amount of $0.4 million which was allocated to the GDSO segment.

Environmental and Other Liabilities

The Partnership accrues for all direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued are estimated based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes.

Estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study. Loss accruals are adjusted as further information becomes available or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value.

Recoveries of environmental remediation costs from other parties are recognized when related contingencies are resolved, generally upon cash receipt.

The Partnership is subject to other contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, including environmental matters and contract and employment claims. Environmental and other legal proceedings may also include matters with respect to businesses previously owned. Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated. See Notes 15 and 25.

.

Asset Retirement Obligations

The Partnership is required to account for the legal obligations associated with the long-lived assets that result from the acquisition, construction, development or operation of long-lived assets. Such asset retirement obligations specifically pertain to the treatment of underground gasoline storage tanks (“USTs”) that exist in those states which statutorily require removal of the USTs at a certain point in time. Specifically, the Partnership’s retirement obligations consist of the estimated costs of removal and disposals of USTs. The liability for an asset retirement obligation is recognized on a discounted basis in the year in which it is incurred, and the discount period applied is based on statutory requirements for UST removal or policy. The associated asset retirement costs are capitalized as part of the carrying cost of the asset. The Partnership had approximately $10.7 million and $10.1 million in total asset retirement obligations at December 31, 2023 and 2022, respectively, which are included in other long-term liabilities in the accompanying consolidated balance sheets.

Leases

The Partnership has gasoline station and convenience store leases, primarily of land and buildings. The Partnership has terminal and dedicated storage facility lease arrangements with various petroleum terminals and third parties, of which certain arrangements have minimum usage requirements. The Partnership leases barges through various time charter lease arrangements and railcars through various lease arrangements. The Partnership also has leases for office space, computer and convenience store equipment and automobiles. The Partnership’s lease arrangements have various expiration dates with options to extend.

The Partnership is also the lessor party to various lease arrangements with various expiration dates, including the leasing of gasoline stations and certain equipment to third-party station operators and cobranding lease agreements for certain space within the Partnership’s gasoline stations and convenience stores.

In addition, the Partnership is party to three master unitary lease agreements in connection with (i) the June 2015 acquisition of retail gasoline stations from Capitol Petroleum Group (“Capitol”) related to properties previously sold by Capitol within two sale-leaseback transactions; and (ii) the June 2016 sale of real property assets at 30 gasoline stations and convenience stores that did not meet the criteria for sale accounting. These transactions are accounted for as financing obligations in accordance with ASC 842, “Leases,” (“ASC 842”) (see Note 9).

Accounting and reporting guidance for leases requires that leases be evaluated and classified as either operating or finance leases by the lessee and as either operating, sales-type or direct financing leases by the lessor. The Partnership’s operating leases are included in right-of-use (“ROU”) assets, lease liability-current portion and long-term lease liability-less current portion in the accompanying consolidated balance sheets.

ROU assets represent the Partnership’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Partnership’s variable lease payments consist of payments that depend on an index or rate (such as the Consumer Price Index) as well as those payments that depend on the Partnership’s performance or use of the underlying asset related to the lease. Variable lease

payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the Partnership’s leases do not provide an implicit rate in determining the net present value of lease payments, the Partnership uses its incremental borrowing rate based on the information available at the lease commencement date. ROU assets also include any lease payments made and exclude lease incentives. Many of the Partnership’s lessee agreements include options to extend the lease, which are not included in the minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

Rental income for lease payments received related to operating leases is recognized on a straight-line basis over the lease term.

The Partnership has elected the package of practical expedients permitted under ASC 842 which, among other things, allows the Partnership to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. Leases with an initial term of 12 months or less are not recorded on the balance sheet as the Partnership recognizes lease expense for these leases on a straight-line basis over the lease term.

The Partnership’s leases have contracted terms as follows:

​

​

​

​

​

Gasoline station and convenience store leases

    

1-20

years

​

Terminal lease arrangements

 

1-20

years

​

Dedicated storage facility leases

​

10

years

​

Barge and railcar equipment leases

​

1-10

years

​

Office space leases

 

1-12

years

​

Computer equipment, convenience store equipment and automobile leases

 

1-10

years

​

​

The above table excludes the Partnership’s West Coast facility land lease arrangement which contract term is subject to expiration through July 2066. Some of the above leases include options to extend the leases for up to an additional 30 years. The Partnership does not include renewal options in its lease terms for calculating the lease liability unless the Partnership is reasonably certain the renewal options are to be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Revenue Recognition

The Partnership’s sales relate primarily to the sale of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil and are recognized along with the related receivable upon delivery, net of applicable provisions for discounts and allowances. The Partnership may also provide for shipping costs at the time of sale, which are included in cost of sales.

Contracts with customers typically contain pricing provisions that are tied to a market index, with certain adjustments based on quality and freight due to location differences and prevailing supply and demand conditions, as well as other factors. As a result, the price of the products fluctuates to remain competitive with other available product supplies. The revenue associated with such arrangements is recognized upon delivery.

In addition, the Partnership generates revenue from its throughput and logistics activities when it stores, transloads and blends products owned by others. Revenue from throughput and logistics services is recognized as services are provided. These agreements may require counterparties to throughput a minimum volume over an agreed-upon period and may include make-up rights if the minimum volume is not met. The Partnership recognizes revenue

associated with make-up rights at the earlier of when the make-up volume is delivered, the make-up right expires or when it is determined that the likelihood that the customer will utilize the make-up right is remote.

Product revenue is not recognized on exchange agreements, which are entered into primarily to acquire various refined petroleum products, gasoline blendstocks, renewable fuels and crude oil of a desired quality or to reduce transportation costs by taking delivery of products closer to the Partnership’s end markets. The Partnership recognizes net exchange differentials due from exchange partners in sales upon delivery of product to an exchange partner. The Partnership recognizes net exchange differentials due to exchange partners in cost of sales upon receipt of product from an exchange partner.

Income Taxes

Section 7704 of the Internal Revenue Code provides that publicly-traded partnerships are, as a general rule, taxed as corporations. However, an exception, referred to as the “Qualifying Income Exception,” exists under Section 7704(c) with respect to publicly-traded partnerships of which 90% or more of the gross income for every taxable year consists of “qualifying income.” Qualifying income includes income and gains derived from the transportation, storage and marketing of refined petroleum products, gasoline blendstocks, crude oil and ethanol to resellers and refiners. Other types of qualifying income include interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the production of income that otherwise constitutes qualifying income.

Substantially all of the Partnership’s income is “qualifying income” for federal income tax purposes and, therefore, is not subject to federal income taxes at the partnership level. Accordingly, no provision has been made for income taxes on the qualifying income in the Partnership’s financial statements. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Partnership’s agreement of limited partnership. Individual unitholders have different investment basis depending upon the timing and price at which they acquired their common units. Further, each unitholder’s tax accounting, which is partially dependent upon the unitholder’s tax position, differs from the accounting followed in the Partnership’s consolidated financial statements. Accordingly, the aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each unitholder’s tax attributes in the Partnership is not available to the Partnership.

One of the Partnership’s wholly owned subsidiaries, GMG, is a taxable entity for federal and state income tax purposes. Current and deferred income taxes are recognized on the separate earnings of GMG, including its proportional earnings from its equity method investment in SPR as described in Note 17. The after-tax earnings of GMG are included in the earnings of the Partnership. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes for GMG. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Partnership calculates its current and deferred tax provision based on estimates and assumptions that could differ from actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. See Note 14.

Concentration of Risk

Financial instruments that potentially subject the Partnership to concentration of credit risk consist primarily of cash, cash equivalents, accounts receivable, firm commitments and, under certain circumstances, futures contracts, forward fixed price contracts, options and swap agreements which may be used to hedge commodity and interest rate risks. The Partnership provides credit in the normal course of its business. The Partnership performs ongoing credit evaluations of its customers and provides for credit losses based on specific information and historical trends. Credit risk on trade receivables is minimized as a result of the Partnership’s large customer base. Losses have historically been within management’s expectations. See Note 10 for a discussion regarding risk of credit loss related to futures contracts, forward fixed price contracts, options and swap agreements. The Partnership’s wholesale and commercial customers of refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane are located primarily in the Northeast. The Partnership’s retail gasoline stations and directly operated convenience stores are also located primarily in the Northeast.

Due to the nature of the Partnership’s businesses and its reliance, in part, on consumer travel and spending patterns, the Partnership may experience more demand for gasoline during the late spring and summer months than during the fall and winter months. Travel and recreational activities are typically higher in these months in the geographic areas in which the Partnership operates, increasing the demand for gasoline. Therefore, the Partnership’s volumes in gasoline are typically higher in the second and third quarters of the calendar year. As demand for some of the Partnership’s refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, heating oil and residual oil volumes are generally higher during the first and fourth quarters of the calendar year. These factors may result in fluctuations in the Partnership’s quarterly operating results.

The following table presents the Partnership’s product sales and other revenues as a percentage of the consolidated sales for the years ended December 31:

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Gasoline sales: gasoline and gasoline blendstocks (such as ethanol)

 

68

%  

67

%  

72

%  

Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales

 

28

%  

30

%  

25

%  

Convenience store and prepared food sales, rental income and sundries

​

4

%  

3

%  

3

%  

Total

 

100

%  

100

%  

100

%  

​

The following table presents the Partnership’s product margin (product sales minus product costs) by segment as a percentage of the consolidated product margin for the years ended December 31:

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Wholesale segment

 

19

%  

24

%  

17

%  

Gasoline Distribution and Station Operations segment

 

78

%  

72

%  

81

%  

Commercial segment

​

3

%  

4

%  

2

%  

Total

 

100

%  

100

%  

100

%  

​

See Note 22, “Segment Reporting,” for additional information on the Partnership’s operating segments.

The Partnership is dependent on a number of suppliers of fuel-related products, both domestically and internationally. The Partnership is dependent on the suppliers being able to source product on a timely basis and at favorable pricing terms. The loss of certain principal suppliers or a significant reduction in product availability from principal suppliers could have a material adverse effect on the Partnership, at least in the near term. The Partnership

believes that its relationships with its suppliers are satisfactory and that the loss of any principal supplier could be replaced by new or existing suppliers.

Derivative Financial Instruments

The Partnership principally uses derivative instruments, which include regulated exchange-traded futures and options contracts (collectively, “exchange-traded derivatives”) and physical and financial forwards and over-the counter (“OTC”) swaps (collectively, “OTC derivatives”), to reduce its exposure to unfavorable changes in commodity market prices. The Partnership uses these exchange-traded and OTC derivatives to hedge commodity price risk associated with its inventory and undelivered forward commodity purchases and sales (“physical forward contracts”). The Partnership accounts for derivative transactions in accordance with ASC Topic 815, “Derivatives and Hedging,” and recognizes derivatives instruments as either assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented currently in earnings, unless specific hedge accounting criteria are met.

The fair value of exchange-traded derivative transactions reflects amounts that would be received from or paid to the Partnership’s brokers upon liquidation of these contracts. The fair value of these exchange-traded derivative transactions is presented on a net basis, offset by the cash balances on deposit with the Partnership’s brokers, presented as brokerage margin deposits in the consolidated balance sheets. The fair value of OTC derivative transactions reflects amounts that would be received from or paid to a third party upon liquidation of these contracts under current market conditions. The fair value of these OTC derivative transactions is presented on a gross basis as derivative assets or derivative liabilities in the consolidated balance sheets, unless a legal right of offset exists. The presentation of the change in fair value of the Partnership’s exchange-traded derivatives and OTC derivative transactions depends on the intended use of the derivative and the resulting designation.

Derivatives Accounted for as Hedges – The Partnership utilizes fair value hedges to hedge commodity price risk.

Derivatives designated as fair value hedges are used to hedge price risk in commodity inventories and principally include exchange-traded futures contracts that are entered into in the ordinary course of business. For a derivative instrument designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting change in fair value on the hedged item of the risk being hedged. Gains and losses related to fair value hedges are recognized in the consolidated statements of operations through cost of sales. These futures contracts are settled on a daily basis by the Partnership through brokerage margin accounts.

Derivatives Not Accounted for as Hedges – The Partnership utilizes petroleum and ethanol commodity contracts to hedge price and currency risk in certain commodity inventories and physical forward contracts.

Petroleum and Ethanol Commodity Contracts

The Partnership uses exchange-traded derivative contracts to hedge price risk in certain commodity inventories which do not qualify for fair value hedge accounting or are not designated by the Partnership as fair value hedges. Additionally, the Partnership uses exchange-traded derivative contracts, and occasionally financial forward and OTC swap agreements, to hedge commodity price exposure associated with its physical forward contracts which are not designated by the Partnership as cash flow hedges. These physical forward contracts, to the extent they meet the definition of a derivative, are considered OTC physical forwards and are reflected as derivative assets or derivative liabilities in the consolidated balance sheet. The related exchange-traded derivative contracts (and financial forward and OTC swaps, if applicable) are also reflected as brokerage margin deposits (and derivative assets or derivative liabilities, if applicable) in the consolidated balance sheet, thereby creating an economic hedge. Changes in fair value of these derivative instruments are recognized in the consolidated statements of operations through cost of sales. These exchange-traded derivatives are settled on a daily basis by the Partnership through brokerage margin accounts.

While the Partnership seeks to maintain a position that is substantially balanced within its commodity product purchase and sale activities, it may experience net unbalanced positions for short periods of time as a result of variances in daily purchases and sales and transportation and delivery schedules as well as other logistical issues inherent in the businesses, such as weather conditions. In connection with managing these positions, the Partnership is aided by maintaining a constant presence in the marketplace. The Partnership also engages in a controlled trading program for up to an aggregate of 250,000 barrels of commodity products at any one point in time. Changes in fair value of these derivative instruments are recognized in the consolidated statements of operations through cost of sales.

Margin Deposits

All of the Partnership’s exchange-traded derivative contracts (designated and not designated) are transacted through clearing brokers. The Partnership deposits initial margin with the clearing brokers, along with variation margin, which is paid or received on a daily basis, based upon the changes in fair value of open futures contracts and settlement of closed futures contracts. Cash balances on deposit with clearing brokers and open equity are presented on a net basis within brokerage margin deposits in the consolidated balance sheets.

See Note 10, “Derivative Financial Instruments,” for additional information.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Partnership utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Partnership primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Partnership utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Partnership is able to classify fair value balances based on the observability of those inputs. The fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). At each balance sheet reporting date, the Partnership categorizes its financial assets and liabilities using the three levels of the fair value hierarchy defined as follows:

Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as the Partnership’s exchange-traded derivative instruments and pension plan assets.

Level 2—Quoted prices in active markets are not available; however, pricing inputs are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 2 primarily consists of non-exchange-traded derivatives such as OTC derivatives.

Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

See Note 11, “Fair Value Measurements,” for additional information.

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an annual an interim basis. The amendments are effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Partnership is evaluating the impact of this standard on its disclosures.
v3.24.0.1
Acquisitions
 12 Months Ended
Dec. 31, 2023
Acquisitions  
Acquisitions

Note 3. Acquisitions

Asset Acquisition

Acquisition of Terminals from Motiva Enterprises LLC—On December 21, 2023, the Partnership acquired 25 refined product terminals and related assets from Motiva Enterprises LLC (“Motiva”) which are located along the Atlantic Coast, in the Southeast and in Texas (the “Terminal Facilities”), pursuant to an Asset Purchase Agreement dated November 8, 2023. The Terminal Facilities have an aggregate shell capacity of approximately 8.4 million barrels. The purchase price was approximately $313.2 million, including inventory. The Partnership financed the transaction with borrowings under its revolving credit facility.

Upon an acquisition, the Partnership first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets in order to determine whether the acquisition should be accounted for as an asset acquisition. If the threshold is not substantially met, the Partnership then determines whether the acquisition meets the definition of a business (i.e., whether it includes, at a minimum, an input and a substantive process that together significantly contributes to the ability to create outputs).

Specific to the acquisition of the Terminal Facilities, consideration was given to the exception principle pertaining to the real estate assets acquired of real property and personal property and whether these assets should be considered a group of similar assets. The personal property assets cannot be removed from the real property without significant cost (i.e., disassembly) and diminution in both utility and fair value to both the real property and personal property. Additionally, the real property and personal property have similar risk characteristics since the land and terminal equipment are both used in the process of blending, storing and transporting petroleum products. The real property and personal property operate as a combined unit of account in order for the Partnership to achieve a desired economic return from the Terminal Facilities. The Partnership also considered and concluded that the nature of the Terminal Facilities and the different geographic regions where the Terminal Facilities reside do not rise to separate risks based on how these assets operate in the marketplace.

As a result of its analysis, the Partnership concluded the acquisition of the Terminal Facilities did not meet the criteria of a business combination pursuant to ASC 805, “Business Combinations,” and therefore was accounted for as an asset acquisition. The purchase price in an asset acquisition is allocated to the assets acquired and liabilities assumed based on their relative fair values and no goodwill is recognized. The Terminal Facilities were allocated to the Wholesale segment.

The following table presents the assets acquired and liabilities assumed as of December 21, 2023, the acquisition date (in thousands):

​

​

​

​

​

Assets acquired:

​

​

​

​

Inventories

​

$

3,374

​

Property and equipment

​

​

318,574

​

Right of use assets

​

​

151

​

Intangible assets

​

​

2,000

​

Total assets acquired

​

​

324,099

​

Liabilities assumed:

​

​

​

​

Environmental liabilities

​

​

(10,774)

​

Lease liability

​

​

(151)

​

Total liabilities assumed

​

​

(10,925)

​

Net assets acquired

 

$

313,174

​

​

Property and equipment were recorded at cost based on relative fair value as of December 21, 2023 using current market values and reproduction or replacement costs of similar assets.

Intangible assets consist of third-party customer relationship contracts and are amortized on a straight-line basis over the respective estimated periods for which the intangible assets will provide economic benefit to the Partnership, which the Partnerships expects to be five years. Third-party customer relationship contracts were valued using the discounted cash flow method. Significant assumptions used in the valuations include projected cash flows including expected renewals and the discount rate.

In connection with the acquisition, the Partnership incurred acquisition costs of approximately $4.0 million during 2023 which were capitalized as property and equipment in the accompanying balance sheet at December 31, 2023.

Business Combinations

Acquisition of Tidewater Convenience, Inc.—On September 20, 2022, the Partnership acquired substantially all of the assets of Tidewater in a cash transaction. The acquisition includes 14 company-operated Tidewater convenience stores and 1 fuel site, all located in Virginia. The purchase price was approximately $40.3 million, including inventory. The acquisition was funded with borrowings under the Partnership’s revolving credit facility.

The final fair values of the assets acquired and liabilities assumed as of September 20, 2022, the acquisition date, are set forth in the table below. The excess of the purchase price over the aggregate acquisition date value of identifiable net assets acquired was recorded as goodwill and assigned to the GDSO segment. Substantially all of the goodwill is expected to be deductible for tax purposes.

The following table presents the final allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

​

​

​

​

Assets purchased:

   

​

​

Inventory

​

$

1,004

Property and equipment

​

​

28,653

Right of use assets

​

​

638

Total identifiable assets purchased

​

​

30,295

Liabilities assumed:

​

​

​

Accrued expenses and other current liabilities

​

​

(908)

Environmental liabilities

​

​

(2,154)

Lease liability

​

​

(508)

Other non-current liabilities

​

​

(3,056)

Total liabilities assumed

​

​

(6,626)

Net identifiable assets acquired

​

​

23,669

Goodwill

​

​

16,651

Net assets acquired

​

$

40,320

​

The fair values of the remaining assets and liabilities noted above approximate their carrying values at September 20, 2022, the acquisition date.

In connection with the acquisition, the Partnership incurred acquisition costs of approximately $0.6 million during 2022, which are included in selling, general and administrative expenses in the accompanying consolidated statement of operations. Revenues included in the Partnership’s consolidated operating results for Tidewater from September 30, 2022, the acquisition date, through December 31, 2022 amounted to $19.9 million.

Acquisition of Miller Oil Co., Inc.—On February 1, 2022, the Partnership acquired substantially all of the retail motor fuel assets of Miller Oil in a cash transaction. The acquisition includes 21 company-operated Miller’s Neighborhood Market convenience stores and 2 fuel sites that are either owned or leased, including lessee dealer and commissioned agent locations, all located in Virginia, and 34 fuel supply only sites, primarily in Virginia. The purchase price was approximately $60.1 million, including inventory. The acquisition was funded with borrowings under the Partnership’s revolving credit facility.

The acquisition was accounted for using the purchase method of accounting in accordance with ASC 805. The Partnership’s financial statements include the results of operations of Miller Oil subsequent to the acquisition date.

In connection with the acquisition, the Partnership incurred acquisition costs of approximately $1.0 million during 2022, which are included in selling, general and administrative expenses in the accompanying consolidated statement of operations. Revenues included in the Partnership’s consolidated operating results for Miller Oil from February 1, 2022, the acquisition date, through December 31, 2022 amounted to $181.6 million.

Acquisition of Consumers Petroleum of Connecticut Incorporated—On January 25, 2022, the Partnership acquired substantially all of the assets of Consumers Petroleum in a cash transaction. The acquisition includes 26 company-owned Wheels convenience stores and related fuel operations located in Connecticut and 22 fuel-supply only sites located in Connecticut and New York. The purchase price, subject to post-closing adjustments, was approximately $154.7 million, including inventory. The acquisition was funded with borrowings under the Partnership’s revolving credit facility.

The acquisition was accounted for using the purchase method of accounting in accordance with ASC 805. The

Partnership’s financial statements include the results of operations of Consumers Petroleum subsequent to the acquisition date.

In connection with the acquisition, the Partnership incurred acquisition costs of approximately $1.2 million for 2022, which are included in selling, general and administrative expenses in the accompanying consolidated statement of operations. Revenues included in the Partnership’s consolidated operating results for Consumers Petroleum from January 25, 2022, the acquisition date, through December 31, 2022 amounted to $283.2 million.

Supplemental Pro Forma Information—The following unaudited proforma information presents the consolidated results of operations of the Partnership as if the Tidewater, Miller Oil and Consumers Petroleum acquisitions occurred at the beginning of each year presented, with proforma adjustments to selling, general and administrative expenses, interest expense and income taxes (in thousands, except per unit data):

​

​

​

​

​

​

​

​

​

2022

​

     

2021

 

Sales

$

18,965,176

​

​

$

13,835,047

​

Net income

$

363,130

​

​

$

68,620

​

Net income attributable to common limited partners

$

342,140

​

​

$

52,830

​

Basic net income per common limited partner unit

$

10.08

​

​

$

1.56

​

Diluted net income per common limited partner unit

$

10.05

​

​

$

1.54

​

​
v3.24.0.1
Leases
 12 Months Ended
Dec. 31, 2023
Leases  
Leases

Note 4. Leases

The following table presents supplemental balance sheet information related to leases at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

Assets:

    

Balance Sheet Location

    

2023

    

2022

 

Right-of-use assets - operating

​

Right-of-use assets, net

​

$

252,849

​

$

288,142

​

​

​

​

​

​

​

​

​

​

​

Liabilities:

​

​

​

​

​

​

 

Current lease liability - operating

​

Lease liability - current portion

​

$

59,944

​

​

64,919

​

Noncurrent lease liability - operating

​

Lease liability - less current portion

​

​

200,195

​

​

231,427

​

Total lease liability

​

​

​

$

260,139

​

$

296,346

​

​

Lessee Lease Arrangements

The following table presents the components of lease cost for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

Statement of operations location:

2023

    

2022

    

2021

 

Cost of sales (a)

$

44,895

​

$

45,125

​

$

42,435

​

Selling, general and administrative expenses

​

2,727

​

​

2,688

​

​

2,598

​

Operating expenses (b)

​

68,645

​

​

66,509

​

​

55,392

​

Total lease cost

$

116,267

​

$

114,322

​

$

100,425

​

(a)Includes short-term lease costs of $6.2 million, $6.2 million and $2.7 million for 2023, 2022 and 2021, respectively.
(b)Includes variable lease cost of $10.5 million, $11.3 million and $5.6 million for 2023, 2022 and 2021, respectively, and short-term leases costs which were immaterial for 2023, 2022 and 2021.

Operating lease costs included in cost of sales are primarily associated with leases of barges and railcars and dedicated storage facility lease arrangements. Operating lease costs included in operating expenses are primarily

associated with the leases of gasoline stations and convenience stores and terminal lease arrangements where the Partnership is responsible for operating the terminal facility. Operating lease costs included in selling, general and administrative expenses are primarily associated with the leases of office space, computers and automobiles.

The future minimum lease payments to be paid under operating leases in effect and included in the calculation of lease liabilities at December 31, 2023 were as follows (in thousands):

​

​

​

​

​

2024

​

$

71,228

​

2025

​

​

56,904

​

2026

​

​

49,972

​

2027

​

​

40,630

​

2028

    

​

22,549

​

Thereafter

​

 

84,289

​

Total lease payments

​

​

325,572

​

Less imputed interest

​

​

65,433

​

Total lease liabilities

​

$

260,139

​

Current portion

​

$

59,944

​

Long-term portion

​

​

200,195

​

Total lease liabilities

​

$

260,139

​

​

The future minimum lease payments include $20.4 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $4.8 million in lease payments that were not fixed at lease commencement or lease modification and $5.1 million related to minimum lease payments for leases that are less than one year.

Lessor Lease Arrangements

The following table presents the components of lease revenue for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

Statement of operations location:

2023

    

2022

    

2021

 

Sales (a)(b)

$

83,534

​

$

81,926

​

​

77,401

​

(a)Lease revenue includes sub-lessor rental income from leased properties of $48.2 million, $46.5 million and $44.1 million for 2023, 2022 and 2021, respectively, where the Partnership is the lessee of the property.
(b)Includes variable lease revenue of $8.9 million, $8.1 million and $6.0 million for 2023, 2022 and 2021, respectively, and short-term lease revenue which was immaterial for 2023, 2022 and 2021.

The future minimum lease payments to be received under operating leases in effect at December 31, 2023 were as follows (in thousands):

​

​

​

​

​

2024

​

$

70,068

​

2025

​

​

39,463

​

2026

​

​

15,806

​

2027

    

​

4,319

​

2028

​

 

1,152

​

Thereafter

​

 

5,607

​

Total

​

$

136,415

​

​

Supplemental Information Related to Lease Arrangements

At December 31, 2023, the weighted average non-cancellable lease term was 6.6 years and the weighted average discount rate was 6.4%. The following table presents supplemental information related to leases for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

2023

    

2022

    

2021

 

Cash paid for amounts included in the measurement of lease liabilities

$

86,763

​

$

91,534

​

$

101,395

​

Right-of-use assets obtained in exchange for new lease liabilities

$

30,701

​

$

74,421

​

$

67,816

​

​
v3.24.0.1
Revenue from Contracts with Customers
 12 Months Ended
Dec. 31, 2023
Revenue from Contracts with Customers  
Revenue from Contracts with Customers

Note 5. Revenue from Contracts with Customers

Disaggregation of Revenue

​

The following table provides the disaggregation of revenue from contracts with customers and other sales by segment for the periods presented (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2023

 

Revenue from contracts with customers:

    

Wholesale

    

GDSO

    

Commercial

    

Total

 

Petroleum and related product sales

​

$

3,303,951

​

$

5,268,268

​

$

689,201

​

$

9,261,420

​

Station operations

​

 

—

​

 

490,942

​

 

—

​

 

490,942

​

Total revenue from contracts with customers

​

​

3,303,951

​

​

5,759,210

​

​

689,201

​

​

9,752,362

​

Other sales:

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue originating as physical forward contracts and exchanges

​

​

6,307,155

​

​

—

​

​

349,123

​

​

6,656,278

​

Revenue from leases

​

 

2,210

​

 

81,324

​

 

—

​

 

83,534

​

Total other sales

​

​

6,309,365

​

​

81,324

​

​

349,123

​

​

6,739,812

​

Total sales

​

$

9,613,316

​

$

5,840,534

​

$

1,038,324

​

$

16,492,174

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2022

 

Revenue from contracts with customers:

    

Wholesale

    

GDSO

    

Commercial

    

Total

 

Petroleum and related product sales

​

$

3,671,725

​

$

6,140,823

​

$

853,243

​

$

10,665,791

​

Station operations

​

 

—

​

 

480,455

​

 

—

​

 

480,455

​

Total revenue from contracts with customers

​

​

3,671,725

​

​

6,621,278

​

​

853,243

​

​

11,146,246

​

Other sales:

​

​

​

​

​

​

​

​

​

Revenue originating as physical forward contracts and exchanges

​

​

7,189,213

​

​

—

​

​

460,501

​

​

7,649,714

​

Revenue from leases

​

 

2,555

​

 

79,371

​

 

—

​

 

81,926

​

Total other sales

​

​

7,191,768

​

​

79,371

​

​

460,501

​

​

7,731,640

​

Total sales

​

$

10,863,493

​

$

6,700,649

​

$

1,313,744

​

$

18,877,886

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2021

 

Revenue from contracts with customers:

    

Wholesale

    

GDSO

    

Commercial

    

Total

 

Petroleum and related product sales

​

$

2,645,119

​

$

4,137,969

​

$

400,147

​

$

7,183,235

​

Station operations

​

 

—

​

 

401,302

​

 

—

​

 

401,302

​

Total revenue from contracts with customers

​

​

2,645,119

​

​

4,539,271

​

​

400,147

​

​

7,584,537

​

Other sales:

​

​

​

​

​

​

​

​

​

Revenue originating as physical forward contracts and exchanges

​

​

5,236,719

​

​

—

​

​

349,620

​

​

5,586,339

​

Revenue from leases

​

 

2,298

​

 

75,103

​

 

—

​

 

77,401

​

Total other sales

​

​

5,239,017

​

​

75,103

​

​

349,620

​

​

5,663,740

​

Total sales

​

$

7,884,136

​

$

4,614,374

​

$

749,767

​

$

13,248,277

​

​

Nature of Goods and Services

​

Revenue from Contracts with Customers (ASC 606):

​

●Refined petroleum products and renewable fuels—Under the Partnership’s Wholesale, GDSO and Commercial segments, revenue is recognized at the point where control of the product is transferred or throughput and logistics services are provided to the customer and collectability is reasonably assured.

​

●Station operations—Revenue from convenience store sales of grocery and other merchandise and sundries (such as car wash sales and lottery and ATM commissions) is recognized at the time of the sale to the customer.

​

Other Revenue:

​

●Revenue Originating as Physical Forward Contracts and Exchanges—The Partnership’s commodity contracts and derivative instrument activity include physical forward commodity sale contracts. The Partnership does not take the normal purchase and sale exemption available under ASC 815, “Derivatives and Hedging,” for any of its physical forward contracts. This income is recognized under ASC 815 and is included in sales at the contract value at the point where control of the product is transferred to the customer. Income from net exchange differentials included in sales is recognized under ASC 845, “Nonmonetary Transactions,” upon delivery of product to exchange partners.

​

●Revenue from Leases—The Partnership has rental income from gasoline stations and cobranding arrangements and lease income from space leased to several unrelated third parties at several of the Partnership’s terminals.

Transaction Price Allocated to Remaining Performance Obligations

​

The Partnership has elected certain of the optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. Accordingly, the Partnership applies the practical expedient in paragraph ASC 606-10-50-14 to its contracts with customers where revenue is tied to a market-index and does not disclose information about variable consideration from remaining performance obligations for which the Partnership recognizes revenue.

The fixed component of estimated revenues expected to be recognized in the future related to performance obligations tied to a market index that are unsatisfied (or partially unsatisfied) at the end of the reporting period are not significant.

Contract Balances

​

A receivable, which is included in accounts receivable, net in the accompanying consolidated balance sheets, is recognized in the period the Partnership provides services when its right to consideration is unconditional. In contrast, a contract asset will be recognized when the Partnership has fulfilled a contract obligation but must perform other obligations before being entitled to payment.

The nature of the receivables related to revenue from contracts with customers and other revenue, as well as contract assets, are the same, given they are related to the same customers and have the same risk profile and securitization. Payment terms on invoiced amounts are typically 2 to 30 days.

A contract liability is recognized when the Partnership has an obligation to transfer goods or services to a customer for which the Partnership has received consideration (or the amount is due) from the customer. The Partnership had no significant contract liabilities at both December 31, 2023 and 2022.
v3.24.0.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets  
Goodwill and Intangible Assets

Note 6. Goodwill and Intangible Assets

The following table presents changes in goodwill, all of which has been allocated to the GDSO segment (in thousands):

​

​

​

​

​

Balance at December 31, 2022

​

$

427,780

​

Acquisition (1)

​

​

1,500

​

Dispositions (2)

​

​

(65)

​

Balance at December 31, 2023

​

$

429,215

​

(1)Acquisition represents the recognition of goodwill associated with an immaterial acquisition of a company-operated gasoline station and convenience store operator.
(2)Dispositions represent derecognition of goodwill associated with the sale and disposition of certain assets (see Note 8).

​

Intangible assets consisted of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross

​

​

​

​

Net

​

​

​

​

​

Carrying

​

Accumulated

​

Intangible

​

Amortization

​

​

​

Amount

​

Amortization

​

Assets

​

Period

​

At December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

Intangible assets subject to amortization:

​

​

​

​

​

​

​

​

​

​

​

​

Terminalling services

​

$

26,365

​

$

(21,772)

​

$

4,593

 

20 years

​

Customer relationships

​

 

45,986

​

 

(43,370)

​

 

2,616

 

2-15 years

​

Supply contracts

​

 

97,269

​

 

(84,029)

​

 

13,240

 

5-10 years

​

Other intangible assets

​

 

5,995

​

 

(5,726)

​

 

269

 

2-20 years

​

Total intangible assets

​

$

175,615

​

$

(154,897)

​

$

20,718

​

​

​

At December 31, 2022

​

​

​

​

​

​

​

​

​

​

​

​

Intangible assets subject to amortization:

​

​

​

​

​

​

​

​

​

​

​

​

Terminalling services

​

$

26,365

​

$

(20,436)

​

$

5,929

 

20 years

​

Customer relationships

​

 

43,986

​

 

(42,935)

​

 

1,051

 

2-15 years

​

Supply contracts

​

 

97,269

​

 

(77,731)

​

 

19,538

 

5-10 years

​

Other intangible assets

​

 

5,995

​

 

(5,659)

​

 

336

 

2-20 years

​

Total intangible assets

​

$

173,615

​

$

(146,761)

​

$

26,854

​

​

​

​

The aggregate amortization expense was approximately $8.1 million, $8.9 million and $10.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The estimated annual intangible asset amortization expense for future years ending December 31 is as follows (in thousands):

​

​

​

​

​

2024

    

$

7,874

​

2025

​

 

4,612

​

2026

​

 

4,492

​

2027

​

 

2,869

​

2028

​

 

601

​

Thereafter

​

 

270

​

Total intangible assets

​

$

20,718

​

​
v3.24.0.1
Property and Equipment
 12 Months Ended
Dec. 31, 2023
Property and Equipment  
Property and Equipment

Note 7. Property and Equipment

Property and equipment consisted of the following at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

 

Buildings and improvements

​

$

1,738,122

​

$

1,441,893

​

Land

​

 

614,548

​

 

523,631

​

Fixtures and equipment

​

 

47,589

​

 

42,136

​

Idle plant assets

​

​

30,500

​

​

30,500

​

Construction in process

​

 

54,281

​

 

56,047

​

Capitalized internal use software

​

 

33,808

​

 

33,687

​

Total property and equipment

​

 

2,518,848

​

 

2,127,894

​

Less accumulated depreciation

​

 

1,005,303

​

 

909,723

​

Total

​

$

1,513,545

​

$

1,218,171

​

​

Property and equipment includes retail gasoline station assets held for sale of $20.3 million and $5.3 million at December 31, 2023 and 2022, respectively.

At December 31, 2023, the Partnership had a $38.0 million remaining net book value of long-lived assets at its West Coast facility, including $30.5 million related to the Partnership’s ethanol plant acquired in 2013. The Partnership would need to take certain measures to prepare the facility for ethanol production in order to place the plant into service and commence depreciation. Therefore, the $30.5 million related to the ethanol plant was included in property and equipment and classified as idle plant assets at both December 31, 2023 and 2022.

If the Partnership is unable to generate cash flows to support the recoverability of the plant and facility assets, this may become an indicator of potential impairment of the West Coast facility. The Partnership believes these assets are recoverable but continues to monitor the market for ethanol, the continued business development of this facility for ethanol or other product transloading, and the related impact this may have on the facility’s operating cash flows and whether this would constitute an impairment indicator.

Construction in process in 2023 included $35.2 million in costs related to the Partnership’s gasoline stations and $19.1 million in costs related to the Partnership’s terminals.

Construction in process in 2022 included $44.1 million in costs related to the Partnership’s gasoline stations and $11.9 million in costs related to the Partnership’s terminals.

Depreciation

Depreciation expense allocated to cost of sales was approximately $94.5 million, $87.6 million and $82.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Depreciation expense allocated to selling, general and administrative expenses was approximately $7.4 million, $8.3 million and $8.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.
v3.24.0.1
Sale and Disposition of Assets
 12 Months Ended
Dec. 31, 2023
Sale and Disposition of Assets  
Sale and Dispositions of Assets

Note 8. Sale and Disposition of Assets

The following table provides the Partnership’s (gain) loss on sale and dispositions of assets for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

    

 

2023

    

2022

    

2021

 

Sale of Revere Terminal

​

​

$

—

​

$

(76,817)

​

$

—

​

Divestiture of retail gasoline stations

​

​

​

(3,303)

​

$

(4,578)

​

$

(702)

​

Loss on assets held for sale

​

​

​

826

​

​

1,617

​

​

—

​

Other

​

​

​

(149)

​

​

(95)

​

​

196

​

Total

​

​

$

(2,626)

​

$

(79,873)

​

$

(506)

​

​

Sale of Revere Terminal

On June 28, 2022, the Partnership completed the sale of its terminal located on Boston Harbor in Revere, Massachusetts for a purchase price of $150.0 million in cash. In connection with the sale of the Revere Terminal, the Partnership recognized a net gain of approximately $76.8 million for the year ended December 31, 2022, which is included in net gain on sale and disposition of assets in the accompanying consolidated statement of operations for the year ended December 31, 2022. See Note 17 for additional information.

Divestiture of Retail Gasoline Stations

The Partnership may divest certain retail gasoline stations in periodic sale transactions or coordinated divesture programs. The gain or loss on the sales of these assets, representing cash proceeds less net book value of assets and recognized liabilities at disposition, net of settlement and dispositions costs, is recorded in net gain on sale and disposition of assets in the accompanying consolidated statements of operations.

The Partnership sold 16 sites during 2023 and recognized a gain of $3.3 million on the sales of these sites for the year ended December 31, 2023, including the derecognition of $0.1 million of GDSO goodwill.

The Partnership recognized a gain of $4.6 million and $0.7 million on the sales of sites for the years ended December 31, 2022 and 2021, respectively, including the derecognition of $5.5 million and $0.6 million of GDSO goodwill for these respective periods.

Loss on Assets Held for Sale

In conjunction with the divestiture of retail gasoline stations and terminal assets, the Partnership may classify certain gasoline station and terminal assets as held for sale. Impairment charges related to assets held for sale are included in net gain on sale and disposition of assets in the accompanying consolidated statements of operations.

The Partnership classified 27 sites associated with the divestiture of retail gasoline stations discussed above as held for sale at December 31, 2023. The Partnership recorded impairment charges related to these assets held for sale in the amount of $0.8 million for the year ended December 31, 2023.

The Partnership recorded impairment charges related to assets held for sale associated with the divestiture of retail gasoline stations in the amount of $1.6 million and $0 for the years ended December 31, 2022 and 2021, respectively.

Retail gasoline station assets held for sale of $20.3 million and $5.3 million at December 31, 2023 and 2022, respectively, are included in property and equipment in the accompanying consolidated balance sheets. Assets held for sale at December 31, 2023 are expected to be sold within the next 12 months.

Other

The Partnership recognizes gains and losses on the sale and disposition of other assets, including vehicles, fixtures and equipment, and the gain or loss on such other assets are included in other in the aforementioned table.
v3.24.0.1
Debt and Financing Obligations
 12 Months Ended
Dec. 31, 2023
Debt and Financing Obligations  
Debt and Financing Obligations

Note 9. Debt and Financing Obligations

Credit Agreement

Certain subsidiaries of the Partnership, as borrowers, and the Partnership and certain of its subsidiaries, as guarantors, had a $1.75 billion senior secured credit facility (the “Credit Agreement”) 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. The Credit Agreement matures on May 2, 2026.

On February 2, 2023, the Partnership and certain of its subsidiaries entered into the eighth amendment to the third amended and restated credit agreement, pursuant to which the Partnership and the lenders under the Credit Agreement agreed to a reallocation of $150.0 million of the working capital revolving credit facility to the revolving credit facility. After giving effect to such reallocation, the working capital revolving credit facility was $950.0 million, and the revolving credit facility was $600.0 million.

On May 2, 2023, the Partnership and certain of its subsidiaries entered into the ninth amendment to third amended and restated credit agreement and joinder (the “Ninth Amendment”) which, among other things, increased the applicable revolver rate by 25 basis points on borrowings under the revolving credit facility and extended the maturity date from May 6, 2024 to May 2, 2026.

On December 7, 2023, the Partnership exercised a portion of the accordion feature included in the Credit Agreement (as further described below) and increased the aggregate working capital revolving commitments by $200.0 million, to $1.75 billion from $1.55 billion, for a period not to exceed 364 days. Also on December 7, 2023, the Partnership and the lenders under the Credit Agreement agreed to reallocate $300.0 million of the working capital revolving credit facility to the revolving credit facility.

As of December 31, 2023, there were two facilities under the Credit Agreement:

●a working capital revolving credit facility to be used for working capital purposes and letters of credit in the principal amount equal to the lesser of the Partnership’s borrowing base and $850 million; and
●a $900.0 million revolving credit facility to be used for general corporate purposes.

On February 5, 2024, the Partnership and the lenders under the 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 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 the credit facilities to the terms in place prior to the reallocation and accordion exercise previously agreed to by the Partnership and the lenders on December 7, 2023.

The Credit Agreement has an accordion feature whereby the Partnership may request on the same terms and conditions then applicable to the Credit Agreement, provided no Default (as defined in the Credit Agreement) then exists, an increase to the working capital revolving credit facility, the revolving credit facility, or both, by up to another $300.0 million, in the aggregate, for a total credit facility of up to $1.85 billion. Any such request for an increase must be in a minimum amount of $25.0 million. The Partnership cannot provide assurance, however, that its lending group and/or other lenders outside its lending group will agree to fund any request by the Partnership for additional amounts in excess of the total available commitments of $1.55 billion.

In addition, the Credit Agreement includes a swing line pursuant to which Bank of America, N.A., as the swing

line lender, may make swing line loans in U.S. dollars in an aggregate amount equal to the lesser of (a) $75.0 million and (b) the Aggregate WC Commitments (as defined in the Credit Agreement). Swing line loans will bear interest at the Base Rate (as defined in the Credit Agreement). The swing line is a sub-portion of the working capital revolving credit facility and is not an addition to the total available commitments of $1.55 billion.

Availability under the working capital revolving credit facility is subject to a borrowing base which is redetermined from time to time and based on specific advance rates on eligible current assets. Under the Credit Agreement, borrowings under the working capital revolving credit facility cannot exceed the then current borrowing base. Availability under the borrowing base may be affected by events beyond the Partnership’s control, such as changes in petroleum product prices, collection cycles, counterparty performance, advance rates and limits and general economic conditions. These and other events could require the Partnership to seek waivers or amendments of covenants or alternative sources of financing or to reduce expenditures. The Partnership can provide no assurance that such waivers, amendments or alternative financing could be obtained or, if obtained, would be on terms acceptable to the Partnership.

Borrowings under the working capital revolving credit facility bear interest at (1) the Daily or Term secured overnight financing rate (“SOFR”) plus a 0.10% SOFR adjustment plus a margin of 2.00% to 2.50% depending on the Utilization Amount (as defined in the Credit Agreement), or (2) the base rate plus a margin of 1.00% to 1.50% depending on the Utilization Amount. Borrowings under the revolving credit facility bear interest at (1) the Daily or Term SOFR plus a 0.10% SOFR adjustment plus a margin of 2.00% to 3.00% depending on the Combined Total Leverage Ratio (as defined in the Credit Agreement), or (2) the base rate plus a margin of 1.00% to 2.00% depending on the Combined Total Leverage Ratio.

The average interest rates for the Credit Agreement were 7.2%, 3.7% and 2.4% for the years ended December 31, 2023, 2022 and 2021, respectively.

The Credit Agreement provides for a letter of credit fee equal to the then applicable working capital rate or then applicable revolver rate per annum for each letter of credit issued. In addition, the Partnership incurs a commitment fee on the unused portion of each facility under the Credit Agreement, ranging from 0.35% to 0.50% per annum.

The Partnership classifies a portion of its working capital revolving credit facility as a current liability and a portion as a long-term liability. The portion classified as a long-term liability represents the amounts expected to be outstanding throughout the next twelve months based on an analysis of historical daily borrowings under the working capital revolving credit facility, the seasonality of borrowings, forecasted future working capital requirements and forward product curves, and because the Partnership has a multi-year, long-term commitment from its bank group. Accordingly, at December 31, 2023, the Partnership estimated working capital revolving credit facility borrowings will equal or exceed $0 over the next twelve months.

The table below presents the total borrowings and availability under the Credit Agreement at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

    

2023

    

2022

 

Total available commitments

​

$

1,750,000

​

$

1,550,000

​

​

​

​

​

​

​

​

​

Working capital revolving credit facility-current portion

​

​

16,800

​

​

153,400

​

Working capital revolving credit facility-less current portion

​

​

—

​

​

—

​

Revolving credit facility

​

​

380,000

​

​

99,000

​

Total borrowings outstanding

​

​

396,800

​

​

252,400

​

​

​

​

​

​

​

​

​

Less outstanding letters of credit

​

​

220,156

​

​

181,400

​

​

​

​

​

​

​

​

​

Total remaining availability for borrowings and letters of credit (1)

​

$

1,133,044

​

$

1,116,200

​

(1)Subject to borrowing base limitations.

The Credit Agreement is secured by substantially all of the assets of the Partnership and the Partnership’s wholly owned subsidiaries and is guaranteed by the Partnership and certain of its subsidiaries.

The Credit Agreement imposes certain requirements on the borrowers including, for example, a prohibition against distributions if any potential default or Event of Default (as defined in the Credit Agreement) would occur as a result thereof, and certain limitations on the Partnership’s ability to grant liens, make certain loans or investments, incur additional indebtedness or guarantee other indebtedness, make any material change to the nature of the Partnership’s businesses or undergo a fundamental change, make any material dispositions, acquire another company, enter into a merger, consolidation, or sale-leaseback transaction or purchase of assets.

The Credit Agreement also includes certain baskets, including: (i) a $25.0 million general secured indebtedness basket, (ii)  a $25.0 million general investment basket, (iii) a $75.0 million secured indebtedness basket to permit the borrowers to enter into a Contango Facility (as defined in the Credit Agreement), (iv) a Sale/Leaseback Transaction (as defined in the Credit Agreement) basket of $100.0 million, and (v) a basket of $150.0 million in an aggregate amount for the purchase of common units of the Partnership, provided that, among other things, no Default exists or would occur immediately following such purchase(s).

In addition, the Credit Agreement provides the ability for the borrowers to repay certain junior indebtedness, subject to a $100.0 million cap, so long as, among other things, no Default has occurred or will exist immediately after making such repayment.

The Credit Agreement imposes financial covenants that require the Partnership to maintain certain minimum working capital amounts, a minimum combined interest coverage ratio, a maximum senior secured leverage ratio and a maximum total leverage ratio. The Partnership was in compliance with the foregoing covenants at December 31, 2023.

Supplemental cash flow information

The following table presents supplemental cash flow information related to the Credit Agreement for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

2023

  

2022

  

2021

 

Borrowings from working capital revolving credit facility

​

$

2,183,000

​

$

2,080,100

​

$

2,306,000

​

Payments on working capital revolving credit facility

​

​

(2,319,600)

​

​

(2,281,400)

​

​

(2,135,700)

​

Net (payments on) borrowings from working capital revolving credit facility

​

$

(136,600)

​

$

(201,300)

​

$

170,300

​

Borrowings from revolving credit facility

​

$

386,500

​

$

423,000

​

$

10,000

​

Payments on revolving credit facility

​

​

(105,500)

​

​

(367,400)

​

​

(88,600)

​

Net borrowings from (payments on) revolving credit facility

​

$

281,000

​

$

55,600

​

$

(78,600)

​

​

Senior Notes

8.250% Senior Notes Due 2032

On January 18, 2024, the Partnership and GLP Finance Corp. (the “Issuers”) issued $450.0 million aggregate principal amount of 8.250% senior notes due 2032 (the “2032 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Partnership used the net proceeds from the offering to repay a portion of the borrowings outstanding under the Credit Agreement and for general corporate purposes.

In connection with the private placement of the 2032 Notes, the Issuers and the subsidiary guarantors and Regions Bank, as trustee, entered into an indenture as may be supplemented from time to time (the “2032 Notes Indenture”).

The 2032 Notes mature on January 15, 2032 with interest accruing at a rate of 8.250% per annum. Interest will be payable beginning July 15, 2024 and thereafter semi-annually in arrears on January 15 and July 15 of each year. The 2032 Notes are guaranteed on a joint and several senior unsecured basis by each of the Issuers and the subsidiary guarantors to the extent set forth in the 2032 Notes Indenture. Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the 2032 Notes may declare the 2032 Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Issuers, any restricted subsidiary of the Partnership that is a significant subsidiary or any group of its restricted subsidiaries that, taken together, would constitute a significant subsidiary of the Partnership, will automatically cause the 2032 Notes to become due and payable.

The Issuers will have the option to redeem up to 35% of the 2032 Notes prior to January 15, 2027 at a redemption price (expressed as a percentage of principal amount) of 108.250% plus accrued and unpaid interest, if any. The Issuers will have the option to redeem the 2032 Notes, in whole or in part, at any time on or after January 15, 2027, at the redemption prices of 104.125% for the twelve-month period beginning January 15, 2027, 102.063% for the twelve-month period beginning January 15, 2028, and 100% beginning on January 15, 2029 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption. In addition, before January 15, 2027, the Issuers may redeem all or any part of the 2032 Notes at a redemption price equal to the sum of the principal amount thereof, plus a make whole premium, plus accrued and unpaid interest, if any, to the redemption date. The holders of the 2032 Notes may require the Issuers to repurchase the 2032 Notes following certain asset sales or a Change of Control Triggering Event (as defined in the 2032 Notes Indenture) at the prices and on the terms specified in the 2032 Notes Indenture.

The 2032 Notes Indenture contains covenants that limit the Partnership’s ability to, among other things, incur

additional indebtedness and issue preferred securities, make certain dividends and distributions, make certain investments and other restricted payments, restrict distributions by its subsidiaries, create liens, sell assets or merge with other entities. Events of default under the 2032 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2032 Notes, (ii) breach of the Partnership’s covenants under the 2032 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of the Partnership or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million.

6.875% Senior Notes Due 2029

On October 7, 2020, the Issuers issued $350.0 million aggregate principal amount of 6.875% senior notes due 2029 (the “2029 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act. The Partnership used the net proceeds from the offering to fund the redemption of its 7.00% senior notes due 2023 and to repay a portion of the borrowings outstanding under its Credit Agreement.

In connection with the private placement of the 2029 Notes, the Issuers and the subsidiary guarantors and Regions Bank, as trustee, entered into an indenture as may be supplemented from time to time (the “2029 Notes Indenture”).

The 2029 Notes mature on January 15, 2029 with interest accruing at a rate of 6.875% per annum. Interest is payable beginning July 15, 2021 and thereafter semi-annually in arrears on January 15 and July 15 of each year. The 2029 Notes are guaranteed on a joint and several senior unsecured basis by each of the Issuers and the subsidiary guarantors to the extent set forth in the 2029 Notes Indenture. Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the 2029 Notes may declare the 2029 Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Issuers, any restricted subsidiary of the Partnership that is a significant subsidiary or any group of its restricted subsidiaries that, taken together, would constitute a significant subsidiary of the Partnership, will automatically cause the 2029 Notes to become due and payable.

The Issuers have the option to redeem the 2029 Notes, in whole or in part, at any time on or after January 15, 2024, at the redemption prices of 103.438% for the twelve-month period beginning on January 15, 2024, 102.292% for the twelve-month period beginning January 15, 2025, 101.146% for the twelve-month period beginning January 15, 2026, and 100% beginning on January 15, 2027 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption. In addition, prior to January 15, 2024, the Issuers may redeem all or any part of the 2029 Notes at a redemption price equal to the sum of the principal amount thereof, plus a make whole premium, plus accrued and unpaid interest, if any, to the redemption date. The holders of the 2029 Notes may require the Issuers to repurchase the 2029 Notes following certain asset sales or a Change of Control Triggering Event (as defined in the 2029 Notes Indenture) at the prices and on the terms specified in the 2029 Notes Indenture.

The 2029 Notes Indenture contains covenants that limit the Partnership’s ability to, among other things, incur additional indebtedness and issue preferred securities, make certain dividends and distributions, make certain investments and other restricted payments, restrict distributions by its subsidiaries, create liens, sell assets or merge with other entities. Events of default under the 2029 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2029 Notes, (ii) breach of the Partnership’s covenants under the 2029 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of the Partnership or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million.

7.00% Senior Notes Due 2027

On July 31, 2019, the Issuers issued $400.0 million aggregate principal amount of 7.00% senior notes due 2027 (the “2027 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act. The Partnership used the net proceeds from the offering to fund the repurchase of its 6.25% senior notes due 2022 in a tender offer and to repay a portion of the borrowings outstanding under its Credit Agreement.

In connection with the private placement of the 2027 Notes on July 31, 2019, the Issuers and the subsidiary guarantors and Regions Bank (as successor trustee to Deutsche Bank Trust Company Americas), as trustee, entered into an indenture as may be supplemented from time to time (the “2027 Notes Indenture”).

The 2027 Notes mature on August 1, 2027 with interest accruing at a rate of 7.00% per annum and payable semi-annually in arrears on February 1 and August 1 of each year, commencing February 1, 2020. The 2027 Notes are guaranteed on a joint and several senior unsecured basis by each of the Issuers and the subsidiary guarantors to the extent set forth in the 2027 Notes Indenture. Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the 2027 Notes may declare the 2027 Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Issuers, any restricted subsidiary of the Partnership that is a significant subsidiary or any group of its restricted subsidiaries that, taken together, would constitute a significant subsidiary of the Partnership, will automatically cause the 2027 Notes to become due and payable.

The Issuers have the option to redeem the 2027 Notes, in whole or in part, at any time on or after August 1, 2023, at the redemption prices of 102.333% for the twelve-month period beginning August 1, 2023, 101.167% for the twelve-month period beginning August 1, 2024, and 100% beginning on August 1, 2025 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption. The holders of the 2027 Notes may require the Issuers to repurchase the 2027 Notes following certain asset sales or a Change of Control Triggering Event (as defined in the 2027 Notes Indenture) at the prices and on the terms specified in the 2027 Notes Indenture.

The 2027 Notes Indenture contains covenants that will limit the Partnership’s ability to, among other things, incur additional indebtedness and issue preferred securities, make certain dividends and distributions, make certain investments and other restricted payments, restrict distributions by its subsidiaries, create liens, sell assets or merge with other entities. Events of default under the 2027 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2027 Notes, (ii) breach of the Partnership’s covenants under the 2027 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of the Partnership or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million.

Financing Obligations

Capitol Acquisition

In connection with the June 2015 acquisition of retail gasoline stations and dealer supply contracts from Capitol, the Partnership assumed a financing obligation of $89.6 million associated with two sale-leaseback transactions for 53 leased sites that did not meet the criteria for sale accounting. During the terms of these leases, which expire in May 2028 and September 2029, in lieu of recognizing lease expense for the lease rental payments, the Partnership incurs interest expense associated with the financing obligation. Interest expense of approximately $8.8 million, $9.0 million and $9.2 million was recorded for the years ended December 31, 2023, 2022 and 2021, respectively. The financing obligation will amortize through expiration of the leases based upon the lease rental payments which were $10.9 million, $10.6 million and $10.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. The financing

obligation balance outstanding at December 31, 2023 was $81.3 million associated with the acquisition.

Sale-Leaseback Transaction

​

In connection with a sale in June 2016 of real property assets, including the buildings, improvements and appurtenances thereto, at 30 gasoline stations and convenience stores (the “Sale-Leaseback Sites”), the Partnership entered into a Master Unitary Lease Agreement to lease back certain of the real property assets sold with respect to the Sale-Leaseback Sites (such Master Lease Agreement, together with the Sale-Leaseback Sites, the “Sale-Leaseback Transaction”). The initial term of the Master Unitary Lease Agreement expires in 2031. The Partnership has one successive option to renew the lease for a ten-year period followed by two successive options to renew the lease for five-year periods on the same terms, covenants, conditions and rental as the primary non-revocable lease term.

The sale did not meet the criteria for sale accounting as of December 31, 2023 due to prohibited continuing involvement. Specifically, the sale is considered a partial-sale transaction, which is a form of continuing involvement as the Partnership did not transfer to the buyer the storage tank systems which are considered integral equipment of the Sale-Leaseback Sites. Additionally, a portion of the sold sites have material sub-lease arrangements, which is also a form of continuing involvement. As the sale of the Sale-Leaseback Sites did not meet the criteria for sale accounting, the Partnership did not recognize a gain or loss on the sale of the Sale-Leaseback Sites for the year ended December 31, 2023.

As a result of not meeting the criteria for sale accounting for these sites, the Sale-Leaseback Transaction is accounted for as a financing arrangement. As such, the property and equipment sold and leased back by the Partnership has not been derecognized and continues to be depreciated. In connection with this transactions, the Partnership recognized a corresponding financing obligation of $62.5 million. During the term of the lease, which expires in June 2031, in lieu of recognizing lease expense for the lease rental payments, the Partnership incurs interest expense associated with the financing obligation. Lease rental payments are recognized as both interest expense and a reduction of the principal balance associated with the financing obligation. Interest expense was $4.2 million, $4.2 million and $4.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, and lease rental payments were $4.9 million, $4.8 million and $4.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. The financing obligation balance outstanding at December 31, 2023 was $60.5 million associated with the Sale-Leaseback Transaction.

Deferred Financing Fees

The Partnership incurs bank fees related to its Credit Agreement and other financing arrangements. These deferred financing fees are capitalized and amortized over the life of the Credit Agreement or other financing arrangements. In 2023, the Partnership capitalized additional financing fees of $11.7 million in connection with the Ninth Amendment in May and the accordion exercise and reallocation to the revolving credit facility in December.

Also in connection with the Ninth Amendment, the Partnership incurred expenses of approximately $0.5 million associated with the write-off of a portion of the related deferred financing fees. These expenses are included in interest expense in the accompanying consolidated statement of operations. The Partnership had unamortized deferred financing fees of $20.0 million and $14.4 million at December 31, 2023 and 2022, respectively.

Unamortized fees related to the Credit Agreement are included in other current assets and other long-term assets and amounted to $12.2 million and $4.8 million at December 31, 2023 and 2022, respectively. Unamortized fees related to the 2029 Notes and the 2027 Notes are presented as a direct deduction from the carrying amount of that debt liability and amounted to $7.3 million and $9.0 million at December 31, 2023 and 2022, respectively. Unamortized fees related to the Partnership’s sale-leaseback transactions are presented as a direct deduction from the carrying amount of the financing obligation and amounted to $0.5 million and $0.6 million at December 31, and 2023 and 2022, respectively.

Amortization expense of approximately $5.7 million, $5.4 million and $5.0 million for the years ended December 31, 2023, 2022 and 2021, respectively, is included in interest expense in the accompanying consolidated statements of operations.
v3.24.0.1
Derivative Financial Instruments
 12 Months Ended
Dec. 31, 2023
Derivative Financial Instruments  
Derivative Financial Instruments

Note 10. Derivative Financial Instruments

The following table summarizes the notional values related to the Partnership’s derivative instruments outstanding at December 31, 2023:

​

​

​

​

​

​

​

​

Units (1)

    

Unit of Measure

 

Exchange-Traded Derivatives

​

​

​

​

​

Long

​

36,037

 

Thousands of barrels

​

Short

​

(37,756)

 

Thousands of barrels

​

​

​

​

​

​

​

OTC Derivatives (Petroleum/Ethanol)

​

​

​

​

​

Long

​

7,369

 

Thousands of barrels

​

Short

​

(5,139)

 

Thousands of barrels

​

(1)Number of open positions and gross notional values do not measure the Partnership’s risk of loss, quantify risk or represent assets or liabilities of the Partnership, but rather indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements.

Derivatives Accounted for as Hedges

Fair Value Hedges

The Partnership’s fair value hedges include exchange-traded futures contracts and OTC derivative contracts that are hedges against inventory with specific futures contracts matched to specific barrels. The change in fair value of these futures contracts and the change in fair value of the underlying inventory generally provide an offset to each other in the consolidated statements of operations.

The following table presents the gains and losses from the Partnership’s derivative instruments involved in fair value hedging relationships recognized in the consolidated statements of operations for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Statement of Gain (Loss)

​

​

​

​

​

​

​

​

​

 

​

​

Recognized in Income on

​

​

 

​

​

Derivatives

​

2023

​

2022

​

2021

 

Derivatives in fair value hedging relationship

    

    

    

​

    

    

​

    

    

​

    

​

Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products

 

Cost of sales

​

$

7,158

​

$

(32,088)

​

$

(19,648)

​

Hedged items in fair value hedge relationship

​

​

​

​

​

​

​

​

​

​

​

​

Physical inventory

 

Cost of sales

​

$

(15,320)

​

$

24,737

​

$

19,486

​

​

Cash Flow Hedges

In 2020, to hedge the Partnership’s cash flow risk relative to certain trends and the fluctuations in commodity prices observed within the GDSO segment, the Partnership entered into exchange-traded commodity swap contracts and designated them as a cash flow hedge of its fuel purchases designed to reduce its cost of fuel if market prices rise through 2021 or increase its cost of fuel if market prices decrease through 2021. The amount of income recognized in other comprehensive income for derivatives designated in cash flow hedging relationships was $0, $0 and $8.1 million for the

years ended December 31, 2023, 2022 and 2021, respectively. The amount of income reclassified from other comprehensive income into cost of sales for derivatives designated in cash flow hedging relationships was $0, $0 and $15.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. All exchange traded commodity swap contracts expired on December 31, 2021.

Derivatives Not Accounted for as Hedges

The following table presents the gains and losses from the Partnership’s derivative instruments not involved in a hedging relationship recognized in the consolidated statements of operations for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Statement of Gain (Loss)

​

​

​

​

​

​

​

​

​

​

Derivatives not designated as

​

Recognized in

​

​

​

hedging instruments

    

Income on Derivatives

    

2023

    

2022

    

2021

 

Commodity contracts

 

Cost of sales

​

$

1,803

​

$

29,002

​

$

3,227

​

​

Commodity Contracts and Other Derivative Activity

The Partnership’s commodity contracts and other derivative activity include: (i) exchange-traded derivative contracts that are hedges against inventory and either do not qualify for hedge accounting or are not designated in a hedge accounting relationship, (ii) exchange-traded derivative contracts used to economically hedge physical forward contracts, (iii) financial forward and OTC swap agreements used to economically hedge physical forward contracts and (iv) the derivative instruments under the Partnership’s controlled trading program. The Partnership does not take the normal purchase and sale exemption available under ASC 815 for any of its physical forward contracts.

The following table presents the fair value of each classification of the Partnership’s derivative instruments and its location in the consolidated balance sheets at December 31, 2023 and 2022 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

 

​

​

​

​

Derivatives

​

Derivatives Not

​

​

​

 

​

​

​

​

Designated as

​

Designated as

​

​

​

 

​

​

​

​

Hedging

​

Hedging

​

​

​

 

​

​

Balance Sheet Location

​

Instruments

​

Instruments

​

Total

 

Asset Derivatives:

    

    

    

​

    

    

​

    

    

​

    

​

Exchange-traded derivative contracts

 

Broker margin deposits

​

$

—

​

$

67,430

​

$

67,430

​

Forward derivative contracts (1)

 

Derivative assets

​

​

—

​

​

17,656

​

​

17,656

​

Total asset derivatives

​

​

​

$

—

​

$

85,086

​

$

85,086

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liability Derivatives:

​

                                                                  

​

​

​

​

​

​

​

​

​

​

Exchange-traded derivative contracts

 

Broker margin deposits

​

$

10,678

​

$

(44,687)

​

$

(34,009)

​

Forward derivative contracts (1)

​

Derivative liabilities

​

​

—

​

​

(4,987)

​

​

(4,987)

​

Total liability derivatives

​

​

​

$

10,678

​

$

(49,674)

​

$

(38,996)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2022

 

​

​

​

​

Derivatives

​

Derivatives Not

​

​

​

 

​

​

​

​

Designated as

​

Designated as

​

​

​

 

​

​

​

​

Hedging

​

Hedging

​

​

​

 

​

​

Balance Sheet Location

​

Instruments

​

Instruments

​

Total

 

Asset Derivatives:

    

    

    

​

    

    

​

    

    

​

    

​

Exchange-traded derivative contracts

 

Broker margin deposits

​

$

(11,517)

​

$

58,380

​

$

46,863

​

Forward derivative contracts (1)

 

Derivative assets

​

​

—

​

​

19,848

​

​

19,848

​

Total asset derivatives

​

​

​

$

(11,517)

​

$

78,228

​

$

66,711

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liability Derivatives:

​

                                                                  

​

​

​

​

​

​

​

​

​

​

Exchange-traded derivative contracts

​

Broker margin deposits

​

$

—

​

$

(51,974)

​

$

(51,974)

​

Forward derivative contracts (1)

 

Derivative liabilities

​

​

—

​

​

(17,680)

​

​

(17,680)

​

Total liability derivatives

​

​

​

$

—

​

$

(69,654)

​

$

(69,654)

​

(1)Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps.

Credit Risk

The Partnership’s derivative financial instruments do not contain credit risk related to other contingent features that could cause accelerated payments when these financial instruments are in net liability positions.

The Partnership is exposed to credit loss in the event of nonperformance by counterparties to the Partnership’s exchange-traded and OTC derivative contracts, but the Partnership has no current reason to expect any material nonperformance by any of these counterparties. Exchange-traded derivative contracts, the primary derivative instrument utilized by the Partnership, are traded on regulated exchanges, greatly reducing potential credit risks. The Partnership utilizes major financial institutions as its clearing brokers for all New York Mercantile Exchange (“NYMEX”), Chicago Mercantile Exchange (“CME”) and Intercontinental Exchange (“ICE”) derivative transactions and the right of offset exists with these financial institutions under master netting agreements. Accordingly, the fair value of the Partnership’s exchange-traded derivative instruments is presented on a net basis in the consolidated balance sheets. Exposure on OTC derivatives is limited to the amount of the recorded fair value as of the balance sheet dates.
v3.24.0.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2023
Fair Value Measurements  
Fair Value Measurements

Note 11. Fair Value Measurements

Recurring Fair Value Measures

​

Assets and liabilities are classified in the entirety based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value assets and liabilities and their placement within the fair value hierarchy levels. The following tables present, by level within the fair value hierarchy, the Partnership’s financial

assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and 2022 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value at December 31, 2023

 

​

​

​

​

​

​

​

​

Cash Collateral 

​

​

​

 

​

    

Level 1

    

Level 2

    

Netting

    

Total

 

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Forward derivative contracts (1)

​

$

—

​

$

17,656

​

$

—

​

$

17,656

​

Exchange-traded/cleared derivative instruments (2)

​

 

33,421

​

 

—

​

 

(20,642)

​

 

12,779

​

Pension plans

​

 

19,113

​

 

—

​

 

—

​

 

19,113

​

Total assets

​

$

52,534

​

$

17,656

​

$

(20,642)

​

$

49,548

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Forward derivative contracts (1)

​

$

—

​

$

(4,987)

​

$

—

​

$

(4,987)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value at December 31, 2022

 

​

​

​

​

​

​

​

​

Cash Collateral 

​

​

​

 

​

    

Level 1

    

Level 2

    

Netting

    

Total

 

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Forward derivative contracts (1)

​

$

—

​

$

19,848

​

$

—

​

$

19,848

​

Exchange-traded/cleared derivative instruments (2)

​

 

(5,111)

​

 

—

​

 

28,542

​

 

23,431

​

Pension plans

​

 

18,257

​

 

—

​

 

—

​

 

18,257

​

Total assets

​

$

13,146

​

$

19,848

​

$

28,542

​

$

61,536

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Forward derivative contracts (1)

​

$

—

​

$

(17,680)

​

$

—

​

$

(17,680)

​

(1)Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps
(2)Amount includes the effect of cash balances on deposit with clearing brokers.

​

This table excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. The carrying amounts of certain of the Partnership’s financial instruments, including cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short maturities. The carrying value of the credit facility approximates fair value due to the variable rate nature of these financial instruments.

The carrying value of the inventory qualifying for fair value hedge accounting approximates fair value due to adjustments for changes in fair value of the hedged item. The fair values of the derivatives used by the Partnership are disclosed in Note 10.

The determination of the fair values above incorporates factors including not only the credit standing of the counterparties involved, but also the impact of the Partnership’s nonperformance risks on its liabilities.

The values of the Level 1 exchange-traded/cleared derivative instruments and pension plan assets were determined using quoted prices in active markets for identical assets. Specifically, the fair values of the Level 1 exchange-traded/cleared derivative instruments were based on quoted process obtained from the NYMEX, CME and ICE. The fair values of the Level 1 pension plan assets were based on quoted prices for identical assets which primarily consisted of fixed income securities, equity securities and cash and cash equivalents.

The values of the Level 2 derivative contracts were calculated using expected cash flow models and market approaches based on observable market inputs, including published and quoted commodity pricing data, which is verified against other available market data. Specifically, the fair values of the Level 2 derivative commodity contracts were derived from published and quoted NYMEX, CME, ICE, New York Harbor and third-party pricing information for the underlying instruments using market approaches. The fair value of the Level 2 interest rate instruments was derived from the implied forward LIBOR yield curve for the sale period as the future interest rate swap settlements using expected cash flow models. The Partnership has not changed its valuation techniques or Level 2 inputs during the years ended December 31, 2023 and 2022.

The Partnership estimates the fair values of its senior notes using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered Level 2 inputs. The fair values of the 2027 Notes and the 2029 Notes, estimated by observing market trading prices of the respective senior notes, were as follows at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023

​

2022

​

​

Face

​

Fair

​

Face

​

Fair

​

​

Value

​

Value

​

Value

​

Value

​

7.00% senior notes due 2027

$

400,000

​

$

390,516

​

$

400,000

​

$

379,000

​

6.875% senior notes due 2029

$

350,000

​

$

340,130

​

$

350,000

​

$

315,875

​

​

Non-Recurring Fair Value Measures

Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as acquired assets and liabilities, losses related to firm non-cancellable purchase commitments or long-lived assets subject to impairment. For assets and liabilities measured on a non-recurring basis during the year, accounting guidance requires quantitative disclosures about the fair value measurements separately for each major category. See Note 2 for a discussion of the Partnership’s losses on impairment of assets, Note 3 for acquired assets and liabilities measured on a non-recurring basis and Note 8 for assets held for sale.
v3.24.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies  
Commitments and Contingencies

Note 12. Commitments and Contingencies

The Partnership is subject to contingencies, including legal proceedings and claims arising out of the normal course of business that cover a wide range of matters, including, among others, environmental matters and contract and employment claims.

Purchase Commitments

The Partnership has minimum retail gasoline volume purchase requirements with various unrelated parties. These gallonage requirements are purchased at the fair market value of the product at the time of delivery. Should these gallonage requirements not be achieved, the Partnership may be liable to pay penalties to the appropriate supplier. As of

December 31, 2023, the Partnership has fulfilled all gallonage commitments. The following provides minimum volume purchase requirements at December 31, 2023 (in thousands of gallons):

​

​

​

​

​

2024

    

474,320

​

2025

 

248,145

​

2026

 

34,255

​

2027

 

21,305

​

2028

 

23,250

​

Thereafter

 

8,100

​

Total

 

809,375

​

​

Brand Fee Agreement

The Partnership entered into a brand fee agreement with ExxonMobil Corporation (“ExxonMobil”) which entitles the Partnership to operate retail gasoline stations under the Mobil-branded trade name and related trade logos. The fees, which are based upon an estimate of the volume of gasoline and diesel to be sold at the gasoline stations acquired from ExxonMobil in 2010, are due on a monthly basis. The brand fee agreement expires in September 2025. The following provides total future minimum payments under the agreement with non-cancellable terms of one year or more at December 31, 2023 (in thousands):

​

​

​

​

​

​

2024

    

$

9,000

​

2025

​

 

6,000

​

Total

​

$

15,000

​

​

Total expenses reflected in cost of sales related to this agreement were approximately $9.0 million for each of the years ended December 31, 2023, 2022 and 2021.

Other Commitments

In February 2013, the Partnership assumed access right agreements with the Port of Columbia County (formerly known as Port of St. Helens) for access rights to the rail spur and dock located at the Partnership’s Oregon facility. The total expense under these agreements amounted to approximately $0.8 million, $0.9 million and $0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. At December 31, 2023, the remaining ratable commitment on these access right agreements, with expirations through 2066, was approximately $26.4 million.

Operating Leases

Please see Note 4 for a discussion of the Partnership’s operating lease obligations related to leases for office space and computer equipment, land, gasoline stations, railcars and barges.

Environmental Liabilities

Please see Note 15 for a discussion of the Partnership’s environmental liabilities.

Legal Proceedings

Please see Note 25 for a discussion of the Partnership’s legal proceedings.
v3.24.0.1
Trustee Taxes and Accrued Expenses and Other Current Liabilities
 12 Months Ended
Dec. 31, 2023
Trustee Taxes and Accrued Expenses and Other Current Liabilities  
Trustee Taxes and Accrued Expenses and Other Current Liabilities

Note 13. Trustee Taxes and Accrued Expenses and Other Current Liabilities

Trustee Taxes

The Partnership collects trustee taxes, which consist of various pass through taxes collected on behalf of taxing authorities, and remits such taxes directly to those taxing authorities. Examples of trustee taxes include, among other things, motor fuel excise tax and sales and use tax. As such, it is the Partnership’s policy to exclude trustee taxes from revenues and cost of sales and account for them as current liabilities. The Partnership had trustee taxes payable of $67.4 million and $43.0 million in various pass-through taxes collected on behalf of taxing authorities at December 31, 2023 and 2022, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

    

2023

    

2022

 

Barging transportation, product storage and other ancillary cost accruals

​

$

50,135

​

$

36,264

​

Employee compensation

​

 

44,753

​

 

46,619

​

Accrued interest

​

 

23,938

​

 

23,581

​

Other

​

 

61,061

​

 

50,500

​

Total

​

$

179,887

​

$

156,964

​

​

Employee compensation consisted of bonuses, vacation and other salary accruals. Ancillary costs consisted of cost accruals related to product expediting and storage.
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Taxes  
Income Taxes

Note 14 Income Taxes

GMG, a wholly owned subsidiary of the Partnership, is a taxable entity for federal and state income tax purposes. Current and deferred income taxes are recognized on the separate earnings of GMG, including its proportional earnings from its equity method investment in SPR as described in Note 17, and the after-tax earnings of GMG are included in the consolidated earnings of the Partnership.

The following table presents a reconciliation of the difference between the statutory federal income tax rate and the effective income tax rate for the years ended December 31:

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Federal statutory income tax rate

 

21.0

%  

21.0

%  

21.0

%  

State income tax rate, net of federal tax benefit

 

1.7

%  

1.7

%  

1.9

%  

Derecognition of goodwill

​

—

%  

—

%  

0.1

%  

Partnership income not subject to tax

​

(17.7)

%  

(18.3)

%  

(20.8)

%  

Effective income tax rate

 

5.0

%  

4.4

%  

2.2

%  

​

The following table presents the components of the provision for income taxes for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Current:

​

​

​

​

​

​

​

​

​

​

Federal

​

$

1,437

​

$

—

​

$

—

​

State

​

​

4,190

​

​

7,239

​

​

737

​

Total current

​

 

5,627

​

 

7,239

​

 

737

​

Deferred:

​

​

​

​

​

​

​

​

​

​

Federal

​

 

3,181

​

 

9,519

​

 

435

​

State

​

 

(672)

​

 

64

​

 

164

​

Total deferred

​

 

2,509

​

 

9,583

​

 

599

​

Total

​

$

8,136

​

$

16,822

​

$

1,336

​

​

Significant components of long-term deferred taxes were as follows at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

    

2023

    

2022

 

Deferred Income Tax Assets

​

​

​

​

​

​

​

Accounts receivable allowances

​

$

406

​

$

369

​

Environmental liability

​

 

12,041

​

 

12,518

​

Asset retirement obligation

​

 

2,769

​

 

2,657

​

Deferred financing obligation

​

​

10,247

​

​

10,639

​

Lease liability

​

​

38,400

​

​

42,585

​

Other

​

 

3,619

​

 

6,466

​

Federal net operating loss carryforwards

​

 

5,521

​

 

11,091

​

State net operating loss carryforwards

​

 

433

​

 

384

​

Tax credit carryforward

​

 

1,709

​

 

1,343

​

Interest expense carryforwards

​

 

16,493

​

 

8,115

​

Total deferred tax assets, gross

​

​

91,638

​

​

96,167

​

Valuation allowance

​

​

(5,323)

​

​

(4,728)

​

Total deferred tax assets, net

​

$

86,315

​

$

91,439

​

Deferred Income Tax Liabilities

​

​

​

​

​

​

​

Property and equipment

​

$

(95,823)

​

$

(99,031)

​

Land

​

​

(17,675)

​

​

(17,861)

​

Right of use assets

​

​

(36,797)

​

​

(40,947)

​

Basis difference in SPR joint venture

​

​

(4,929)

​

​

—

​

Total deferred tax liabilities

​

$

(155,224)

​

$

(157,839)

​

Net deferred tax liabilities

​

$

(68,909)

​

$

(66,400)

​

​

At December 31, 2023, GMG had federal net operating loss carryforwards of approximately $13.8 million which can be carried forward indefinitely. In addition, GMG had state net operating loss carryforwards of approximately $9.1 million, of which $7.8 million will begin to expire in 2026, and $1.3 million which can be carried forward indefinitely.

Utilization of the net operating loss carryforwards may be subject to annual limitations due to the ownership percentage change limitations provided by the Internal Revenue Code Section 382 and similar state provisions. In the event of a deemed change in control under Internal Revenue Code Section 382, an annual limitation imposed on the utilization of net operating losses may result in the expiration of all or a portion of the net operating loss carryforwards.

At December 31, 2023, the Partnership had $51.2 million of net deferred tax liabilities (consisting of the

$68.9 million total net deferred tax liability less the $17.7 million deferred tax liability relating to land discussed below) relating to property and equipment, net operating loss carryforwards, tax credit carryforwards and other temporary differences, certain of which are available to reduce income taxes in future years. The Partnership recognizes deferred tax assets to the extent that the recoverability of these assets satisfies the “more likely than not” criteria in accordance with the FASB’s guidance regarding income taxes. A valuation allowance must be established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including a company’s performance, the market environment in which the company operates, length of carryback and carryforward periods and projections of future operating results. The Partnership concluded, based on an evaluation of future operating results and reversal of existing taxable temporary differences, that a portion of these assets will not be realized in a future period.

The following table presents changes in the valuation allowance for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at

​

Current

​

Balance

​

​

​

Beginning

​

Period

​

at End

 

Description

​

of Period

​

Provision

​

of Period

 

Year ended December 31,  2023

​

​

​

​

​

​

​

​

​

​

Valuation allowance

​

$

4,728

​

$

595

​

$

5,323

​

Year ended December 31,  2022

​

​

​

​

​

​

​

​

​

​

Valuation allowance

​

$

4,231

​

$

497

​

$

4,728

​

Year ended December 31,  2021

​

​

​

​

​

​

​

​

​

​

Valuation allowance

​

$

3,881

​

$

350

​

$

4,231

​

​

At December 31, 2023, the Partnership also had a $17.7 million deferred tax liability relating to land. Land is an asset with an indefinite useful life and would not ordinarily serve as a source of income for the realization of deferred tax assets. This deferred tax liability will not reverse until some indefinite future period when the asset is either sold or written down due to impairment. Such taxable temporary differences generally cannot be used as a source of taxable income to support the realization of deferred tax assets relating to reversing deductible temporary differences, including loss carryforwards with expiration periods. It can be used as a source of income to benefit other indefinite lived assets.

The following presents a reconciliation of the differences between income before income tax expense and income subject to income tax expense for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Income before income tax expense

​

$

160,642

​

$

379,029

​

$

62,132

​

Less non—taxable income

​

 

136,182

​

 

330,902

​

 

61,862

​

Income subject to income tax expense

​

$

24,460

​

$

48,127

​

$

270

​

​

The Partnership made approximately $2.9 million and $8.1 million in income tax payments in 2023 and 2022, respectively. In 2021, the Partnership had approximately ($14.8 million) in refunds received, consisting of tax refunds of ($15.8 million), offset by $1.0 million in state income tax payments.

GMG files income tax returns in the United States and various state jurisdictions. With few exceptions, the Partnership is subject to income tax examinations by tax authorities for all years dated back to 2020.

Unrecognized tax benefits represent uncertain tax positions for which reserves have been established. The Partnership had no gross-tax effected unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021.

The FASB’s accounting guidance for income taxes clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing a minimum recognition threshold and measurement of a

tax position taken or expected to be taken in a tax return. The Partnership performed an evaluation of all material tax positions for the tax years that remain subject to examination by major tax jurisdictions as of December 31, 2023 (tax years ended December 31, 2023, 2022, 2021 and 2020). Tax positions that do not meet the more-likely-than-not recognition threshold at the financial statement date may not be recognized or continue to be recognized under the accounting guidance for income taxes. The Partnership classifies interest and penalties related to income taxes as components of its provision for income taxes. There were no interest and penalties recorded in the accompanying consolidated balance sheets at December 31, 2023 and 2022 and the consolidated statements of operations for the years ended December 31, 2023 and 2022 and 2021.

v3.24.0.1
Environmental Liabilities and Renewable Identification Numbers (RINs)
 12 Months Ended
Dec. 31, 2023
Environmental Liabilities and Renewable Identification Numbers (RINs)  
Environmental Liabilities and Renewable Identification Numbers (RINs)

Note 15. Environmental Liabilities and Renewable Identification Numbers (RINs)

Environmental Liabilities

The Partnership owns or leases properties where refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane are being or may have been handled. These properties and the refined petroleum products, gasoline blendstocks, renewable fuels and crude oil handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, the Partnership could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to clean up contaminated property arising from the release of liquids, pollutants or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination.

The Partnership maintains insurance of various types with varying levels of coverage that it considers adequate under the circumstances to cover its operations and properties. The insurance policies are subject to deductibles that the Partnership considers reasonable and not excessive. In addition, the Partnership has entered into indemnification agreements with various sellers in conjunction with several of its acquisitions. Certain environmental remediation obligations at several acquired retail gasoline station assets from Capitol in June 2015 and Alliance Energy LLC (“Alliance”) in March 2012 are being funded by third parties who assumed certain liabilities in connection with Capitol’s acquisition of these assets from ExxonMobil in 2009 and 2010 and Alliance’s acquisition of these assets from ExxonMobil in 2011 and, therefore, cost estimates for such obligations at these stations are not included in this estimate of liability to the Partnership. Allocation of a known environmental liability is an issue negotiated in connection with each of the Partnership’s acquisition transactions. In each case, the Partnership makes an assessment of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, the Partnership determines whether to, and the extent to which it will, assume liability for existing environmental conditions.

In connection with the acquisition of 25 refined product terminals from Motiva as described in Note 3, the Partnership assumed certain environmental liabilities, including certain ongoing environmental remediation efforts. As a result, the Partnership recorded, on an undiscounted basis, a total environmental liability of approximately $10.8 million as of December 31, 2023.

The following table presents a summary roll forward of the Partnership’s environmental liabilities, which were recorded on an undiscounted basis, at December 31, 2023 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Balance at

​

​

​

    

​

​

    

​

​

    

Other

    

Balance at

 

​

​

December 31,

​

Additions

​

Payments

​

Dispositions

​

Adjustments

​

December 31,

 

Environmental Liability Related to:

​

2022

​

2023

​

2023

​

2023

​

2023

​

2023

 

Retail gasoline stations

​

$

66,703

​

$

—

​

$

(2,903)

​

$

(457)

​

$

196

​

$

63,539

​

Terminals

​

 

1,932

​

 

10,774

​

 

(117)

​

 

—

​

 

21

​

 

12,610

​

Total environmental liabilities

​

$

68,635

​

$

10,774

​

$

(3,020)

​

$

(457)

​

$

217

​

$

76,149

​

Current portion

​

$

4,606

​

​

​

​

​

​

​

​

​

​

​

​

​

$

5,057

​

Long-term portion

​

 

64,029

​

​

​

​

​

​

​

​

​

​

​

​

​

 

71,092

​

Total environmental liabilities

​

$

68,635

​

​

​

​

​

​

​

​

​

​

​

​

​

$

76,149

​

​

In addition to environmental liabilities related to the Partnership’s retail gasoline stations, the Partnership retains some of the environmental obligations associated with certain gasoline stations that the Partnership has sold.

The Partnership’s estimates used in these environmental liabilities are based on all known facts at the time and its assessment of the ultimate remedial action outcomes. Among the many uncertainties that impact the Partnership’s estimates are the necessary regulatory approvals for, and potential modification of, its remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment, relief of obligations through divestitures of sites and the possibility of existing legal claims giving rise to additional claims. Dispositions generally represent relief of legal obligations through the sale of the related property with no retained obligation. Other adjustments generally represent changes in estimates for existing obligations or obligations associated with new sites. Therefore, although the Partnership believes that these environmental liabilities are adequate, no assurances can be made that any costs incurred in excess of these environmental liabilities or outside of indemnifications or not otherwise covered by insurance would not have a material adverse effect on the Partnership’s financial condition, results of operations or cash flows.

Renewable Identification Numbers (RINs)

A RIN is a serial number assigned to a batch of renewable fuel for the purpose of tracking its production, use, and trading as required by the U.S. Environmental Protection Agency’s (“EPA”) Renewable Fuel Standard that originated with the Energy Policy Act of 2005 and modified by the Energy Independence and Security Act of 2007. To evidence that the required volume of renewable fuel is blended with gasoline and diesel motor vehicle fuels, obligated parties must retire sufficient RINs to cover their Renewable Volume Obligation (“RVO”). The Partnership’s EPA obligations relative to renewable fuel reporting are comprised of foreign gasoline and diesel that the Partnership may import and blending operations at certain facilities. As a wholesaler of transportation fuels through its terminals, the Partnership separates RINs from renewable fuel through blending with gasoline and can use those separated RINs to settle its RVO. While the annual compliance period for the RVO is a calendar year and the settlement of the RVO typically occurs by March 31 of the following year, the settlement of the RVO can occur, under certain EPA deferral actions, more than one year after the close of the compliance period.

The Partnership’s Wholesale segment’s operating results may be sensitive to the timing associated with its RIN position relative to its RVO at a point in time, and the Partnership may recognize a mark-to-market liability for a shortfall in RINs at the end of each reporting period. To the extent that the Partnership does not have a sufficient number of RINs to satisfy the RVO as of the balance sheet date, the Partnership charges cost of sales for such deficiency based on the market price of the RINs as of the balance sheet date and records a liability representing the Partnership’s obligation to purchase RINs. The Partnership’s RVO deficiency was $0.9 million and $3.9 million at December 31, 2023 and 2022, respectively.

The Partnership may enter into RIN forward purchase and sales commitments. Total losses from firm non-cancellable commitments were immaterial at both December 31, 2023 and 2022.
v3.24.0.1
Employee Benefit Plans
 12 Months Ended
Dec. 31, 2023
Employee Benefit Plans  
Employee Benefit Plans

Note 16. Employee Benefit Plans

The Partnership sponsors and maintains the Global Partners LP 401(k) Savings and Profit Sharing Plan (the “Global 401(k) Plan”), a qualified defined contribution plan. Eligible employees may elect to contribute up to 100% of their eligible compensation to the Global 401(k) Plan for each payroll period, subject to annual dollar limitations which are periodically adjusted by the IRS. The General Partner makes safe harbor matching contributions to the Global Partners 401(k) Plan equal to 100% of the participant’s elective contributions that do not exceed 3% of the participant’s eligible compensation and 50% of the participant’s elective contributions that exceed 3% but do not exceed 5% of the participant’s eligible compensation. The General Partner also makes discretionary non-matching contributions for certain groups of employees in amounts up to 2% of eligible compensation. Profit-sharing contributions may also be made at the sole discretion of the General Partner’s board of directors.

GMG sponsors and maintains the Global Montello Group Corp. 401(k) Savings and Profit Sharing Plan (the “GMG 401(k) Plan”), a qualified defined contribution plan. Eligible employees may elect to contribute up to 100% of their eligible compensation to the GMG 401(k) Savings and Profit Sharing Plan for each payroll period, subject to annual dollar limitations which are periodically adjusted by the IRS. GMG makes safe harbor matching contributions to the 401(k) Savings and Profit Sharing Plan equal to 100% of the participant’s elective contributions that do not exceed 3% of the participant’s eligible compensation and 50% of the participant’s elective contributions that exceed 3% but do not exceed 5% of the participant’s eligible compensation. Profit-sharing contributions may also be made at the sole discretion of GMG’s board of directors.

The Global 401(k) Plan and the GMG 401(k) Plan collectively had expenses of approximately $5.0 million $4.4 million and $3.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

In addition, the General Partner sponsors and maintains the Global Partners LP Pension Plan (the “Global Pension Plan”), and GMG sponsors and maintains the Global Montello Group Corp. Pension Plan (the “GMG Pension Plan”) (collectively, the “Pension Plans”), each being a qualified defined benefit pension plan. The Global Pension Plan and the GMG Pension Plan were amended to freeze participation and benefit accruals effective in 2009 and 2012, respectively. On November 1, 2023, the Partnership provided communication to participants of the Pension Plans of its intention to terminate the Pension Plans effective December 31, 2023. The Partnership expects the settlement of its obligations under the Pension Plans will be completed in 2024.

The following table presents each plan’s funded status and the total amounts recognized in the consolidated balance sheets at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31,  2023

 

​

    

Global

    

GMG

    

​

​

 

​

​

Pension Plan

​

Pension Plan

​

Total

 

Projected benefit obligation

​

$

11,496

​

$

3,151

​

$

14,647

​

Fair value of plan assets

​

 

14,979

​

 

4,134

​

 

19,113

​

Net pension asset

​

$

(3,483)

​

$

(983)

​

$

(4,466)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31,  2022

 

​

​

Global

​

GMG

​

​

​

​

    

Pension Plan

    

Pension Plan

    

Total

 

Projected benefit obligation

​

$

12,084

​

$

3,158

​

$

15,242

​

Fair value of plan assets

​

 

14,830

​

 

3,427

​

 

18,257

​

Net (pension asset) unfunded pension liability

​

$

(2,746)

​

$

(269)

​

$

(3,015)

​

​

Total actual return on plan assets was $2.1 million and ($3.3 million) in 2023 and 2022, respectively.

The following presents the components of the net periodic change in benefit obligation for the Pension Plans for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Benefit obligation at beginning of year

​

$

15,242

​

$

22,334

​

$

23,604

​

Interest cost

​

​

741

​

​

538

​

​

474

​

Actuarial gain

​

​

(12)

​

​

(6,210)

​

​

(724)

​

Benefits paid

​

​

(1,324)

​

​

(1,420)

​

​

(1,020)

​

Benefit obligation at end of year

​

$

14,647

​

$

15,242

​

$

22,334

​

​

The following presents the weighted-average actuarial assumptions used in determining each plan’s annual pension expense for the years ended December 31:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Global Pension Plan

​

GMG Pension Plan

​

​

    

2023

    

2022

    

2021

    

2023

    

2022

    

2021

 

Discount rate

​

4.9%

​

5.1%

​

2.6%

​

5.0%

​

5.3%

​

2.8%

​

Expected return on plan assets

​

4.8%

​

7.0%

​

7.0%

​

4.8%

​

7.0%

​

7.0%

​

​

The discount rates were selected by performing a cash flow/bond matching analysis based on the FTSE Above Median Double-A Pension Discount Curve for December 2023.

The fundamental investment objective of each of the Pension Plans is to provide a rate of return sufficient to fund the retirement benefits under the applicable Pension Plan at a reasonable cost to the applicable plan sponsor. At a minimum, the rate of return should equal or exceed the discount rate assumed by the Pension Plan’s actuaries in projecting the funding cost of the Pension Plan under the applicable Employee Retirement Income Security Act (“ERISA”) standards. To do so, the General Partner’s Pension Committee may appoint one or more investment managers to invest all or portions of the assets of the Pension Plans in accordance with specific investment guidelines, objectives, standards and benchmarks.

As discussed above, the Partnership expects to settle its obligations under the Pension Plans in 2024. The following presents the Pension Plans’ benefits as of December 31, 2023 to be paid in each of the next five fiscal years and in the aggregate for the next five fiscal years thereafter, in the event the Partnership is unable to complete the termination process and settlement (in thousands):

​

​

​

​

​

​

2024

​

$

1,746

 

2025

​

​

1,019

​

2026

​

​

1,561

​

2027

​

​

1,266

​

2028

​

​

1,402

​

2029—2033

​

​

5,874

​

Total

​

$

12,868

​

​

The cost of annual contributions to the Pension Plans is not significant to the General Partner, the Partnership or its subsidiaries. Total contributions made by the General Partner, the Partnership and its subsidiaries to the Pension Plans were approximately $0.1 million, $0.3 million and $0.4 million in 2023, 2022 and 2021, respectively.
v3.24.0.1
Equity Method Investments
 12 Months Ended
Dec. 31, 2023
Equity Method Investments  
Equity Method Investments

Note 17. Equity Method Investments

Everett Landco GP, LLC

On October 23, 2023, the Partnership, through its wholly owned subsidiary, Global Everett Landco, LLC, entered into a Limited Liability Agreement (the “Everett LLC Agreement”) of Everett Landco GP, LLC (“Everett”), a Delaware limited liability company formed as a joint venture with Everett Investor LLC (the “Everett Investor”), an entity controlled by an affiliate of The Davis Companies, a company primarily involved in the acquisition, development, management and sale of commercial real estate. In accordance with the Everett LLC Agreement, the Partnership agreed to invest up to $30.0 million for an initial 30% ownership interest in the joint venture.

The joint venture was formed to invest, directly or indirectly, in Everett Landco, LLC, (“Landco”), an entity formed to acquire from ExxonMobil specified real estate (formerly operated as a refined products terminal), consisting of, in part, multiple facilities used to store and transport petroleum products including oil storage tanks and related facilities located in Everett, Massachusetts (the “Project Site”) and thereafter proceed with certain decommissioning, demolition, environmental remediation, entitlement, horizontal development, and other development activities with respect to the Project Site in one or more phases.

Everett is a variable interest entity for which the Partnership is not the primary beneficiary and, therefore, is not consolidated in the Partnership’s consolidated financial statements. The Partnership accounts for its investment in Everett as an equity method investment as the Partnership has significant influence, but not a controlling interest in the investee.

During 2023, the Partnership contributed approximately $23.7 million in exchange for an ownership interest. As of December 31, 2023, the Partnership’s investment balance in the joint venture was $23.7 million, which is included in equity method investments in the accompanying consolidated balance sheet.

On December 5, 2023, Landco completed the purchase of the Project Site. In addition, the Partnership provided certain financial guarantees of Everett’s performance pursuant to a Terminal Demolition and Remediation Responsibilities Agreement (“TDRRA”) between Landco and ExxonMobil (the “Remediation Guaranty”). The Remediation Guaranty was executed at the closing of the Project Site purchase, concurrently with Landco’s execution of the TDRRA. The Remediation Guaranty was provided to ExxonMobil to provide security for Landco’s obligations to perform and complete the demolition and remediation responsibilities set forth in the TDRRA. The maximum amount of financial assurances liability of the Partnership under the Remediation Guaranty is $75.0 million (the “Guaranty Threshold”). The Guaranty Threshold will be reduced on a dollar-for-dollar basis as Landco undertakes demolition and remediation activities under the TDRRA. The Partnership received financial assurances from the Everett Investor and certain of its affiliates that allow the Partnership to recover 70% of any amounts paid under the Remediation Guaranty, up to $52.5 million. The Partnership’s loss exposure for the Everett investment is limited to the Partnership’s investment in the joint venture and any amounts due under the Remediation Guaranty. The Partnership recognized its performance obligation under the Remediation Guaranty at fair value, which was immaterial at December 31, 2023.

Spring Partners Retail LLC

On March 1, 2023, the Partnership entered into a Limited Liability Company Agreement, as amended (the “SPR LLC Agreement”) of SPR, a Delaware limited liability company formed as a joint venture with ExxonMobil for the purpose of engaging in the business of operating retail locations in the state of Texas and such other states as may be approved by SPR’s board of directors. In accordance with the SPR LLC Agreement, the Partnership invested approximately $69.5 million in cash for a 49.99% ownership interest. ExxonMobil has the remaining 50.01% ownership interest in SPR. SPR is managed by a two-person board of directors, one of whom is designated by the Partnership. The day-to-day activities of SPR are operated by the SPR Operator, a wholly owned subsidiary of the Partnership. SPR

Operator provides administrative and support functions, such as operations and management support, accounting, legal and human resources and information technology services and systems to SPR for an annual fixed fee.

The Partnership accounts for its investment in SPR as an equity method investment as the Partnership has significant influence, but not a controlling interest in the investee. Under this method with regard to SPR, the investment is carried originally at cost, increased by any allocated share of the investee’s net income and contributions made, and decreased by any allocated share of the investee’s net losses and distributions received. The investee’s allocated share of income and losses is based on the rights and priorities outlined in the joint venture agreement.

On June 1, 2023, SPR acquired a portfolio of 64 Houston-area convenience and fueling facilities from Landmark Industries, LLC and its related entities. There have been no changes to the portfolio as of December 31, 2023.

The Partnership recognized income of $2.5 million for the year ended December 31, 2023, which is included in income from equity method investments in the accompanying consolidated statement of operations. The Partnership received net dividends of approximately $1.4 million from its investment for the year ended December 31, 2023. As of December 31, 2023, the Partnership’s investment balance in the joint venture was $70.6 million, which is included in equity method investments in the accompanying consolidated balance sheet.
v3.24.0.1
Related-Party Transactions
 12 Months Ended
Dec. 31, 2023
Related-Party Transactions  
Related-Party Transactions

Note 18. Related-Party Transactions

Services Agreement—The Partnership is a party to a services agreement with various entities which own limited partner interests in the Partnership and interests in the General Partner and which are 100% owned by members of the Slifka family (the “Slifka Entities Services Agreement”), pursuant to which the Partnership provides certain tax, accounting, treasury, and legal support services and such Slifka entities pay the Partnership an annual services fee of $20,000, and which Slifka Entities Services Agreement has been approved by the Conflicts Committee of the board of directors of the General Partner. The Slifka Entities Services Agreement is for an indefinite term and any party may terminate some or all of the services upon ninety (90) days’ advance written notice. As of December 31, 2023, no such notice of termination had been given by any party to the Slifka Entities Services Agreement.

General Partner—Affiliates of the Slifka family own 100% of the ownership interests in the General Partner. The General Partner employs substantially all of the Partnership’s employees, except for most of its gasoline station and convenience store employees, who are employed by GMG, and for substantially all of the employees who primarily or exclusively provide services to SPR, who are employed by the SPR Operator. The Partnership reimburses the General Partner for expenses incurred in connection with these employees. These expenses, including bonus, payroll and payroll taxes, were $168.5 million, $180.7 million and $144.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Partnership also reimburses the General Partner for its contributions under the General Partner’s 401(k) Savings and Profit Sharing Plans (see Note 16) and the General Partner’s qualified and non-qualified pension plans.

In addition, the Partnership paid certain costs in connection with a compensation funding agreement with the General Partner. See Note 19, “Long-Term Incentive Plan–Repurchase Program.”

Spring Partners Retail LLC—The Partnership, through its subsidiary, SPR Operator, is party to an operations and maintenance agreement with the Partnership’s joint venture, SPR (see Note 17). Pursuant to this agreement, certain employees of the Partnership provide SPR with services including administrative and support functions, such as operations and management support, accounting, legal and human resources and information technology services and systems to SPR for which SPR pays SPR Operator, and therefore the Partnership, an annual fixed fee. The Partnership received approximately $1.7 million from SPR associated with the operations and management agreement for the year ended December 31, 2023. In addition, SPR Operator employs substantially all of the employees who primarily or exclusively provide services to the Partnership’s joint venture. SPR reimburses the Partnership for direct expenses incurred in connection with these employees.

Accounts receivable–affiliates consisted of the following at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

    

2023

    

2022

 

Receivables from the General Partner (1)

​

$

8,031

​

$

2,380

​

Receivables from Spring Partners Retail LLC (2)

​

​

111

​

​

—

​

Total

​

$

8,142

​

$

2,380

​

(1)Receivables from the General Partner reflect the Partnership’s prepayment of payroll taxes and payroll accruals to the General Partner and are due to the timing of the payroll obligations.
(2)Receivables from SPR reflect the Partnership’s payment of direct expenditures on behalf of SPR under the operations and maintenance agreement.

Everett Landco GP, LLC

On October 23, 2023, the Partnership, through its wholly owned subsidiary, Global Everett Landco, LLC, entered into the Everett LLC Agreement of Everett, a Delaware limited liability company formed as a joint venture with Everett Investor, an entity controlled by an affiliate of The Davis Companies, a company primarily involved in the acquisition, development, management and sale of commercial real estate. See Note 17.

Sale of the Revere Terminal—On June 28, 2022, the Partnership completed the sale of its terminal located on Boston Harbor in Revere, Massachusetts (the “Revere Terminal”) to Revere MA Owner LLC (the “Revere Buyer”) for a purchase price of $150.0 million in cash. In connection with closing under the purchase agreement between the Partnership and the Revere Buyer, the Partnership entered into a leaseback agreement, which meets the criteria for sale accounting, with the Revere Buyer pursuant to which the Partnership leases back key infrastructure at the Revere Terminal, including certain tanks, dock access rights, and loading rack infrastructure, to allow the Partnership to continue business operations at the Revere Terminal. The term of the leaseback agreement, including all renewal options exercisable at the Partnership’s election, could extend through September 30, 2039.

Pursuant to the terms of the purchase agreement the Partnership entered into with affiliates of the Slifka family (the “Initial Sellers”), related parties, in 2015 to acquire the Revere Terminal, the Initial Sellers are entitled to an amount equal to fifty percent of the net proceeds (as defined in the 2015 purchase agreement) (the “Initial Sellers Share”) from the sale of the Revere Terminal. At the time of the 2022 closing, the preliminary calculation of the Initial Sellers Share was approximately $44.3 million, which amount is subject to future revisions. To date, there have been no payments of additional net proceeds from the 2022 sale of the Revere Terminal relating to the final calculation of the Initial Sellers Share, as adjusted for such shared expenses and potential operating losses or profits.

After closing costs and the preliminary payment of the Initial Sellers Share, the Partnership received net proceeds of approximately $98.9 million, which are included in proceeds from sale of property and equipment, net in the accompanying consolidated statement of cash flows for the year ended December 31, 2022.

In connection with the sale of the Revere Terminal, the Partnership recognized a net gain of approximately $76.8 million for the year ended December 31, 2022, which is included in net gain on sale and disposition of assets in the accompanying consolidated statement of operations. The preliminary payment of approximately $44.3 million to the Initial Sellers is included in the calculation of the $76.8 million net gain recognized.

The final calculation of the Initial Sellers Share, including a sharing of any additional expenses in order to satisfy outstanding obligations under the Partnership’s current government storage contract at the Revere Terminal and potential operating losses or profits relating to the operation of the Revere Terminal during the initial leaseback term, will occur upon the expiration of such storage contract. The Partnership recorded a total of approximately $17.6 million and $4.6 million of such additional expenses due to the Initial Sellers which are included in accrued expenses and other

current liabilities in the accompanying consolidated balance sheet as of December 31, 2023 and 2022, respectively. Approximately $13.0 million and $4.6 million of the total amounts were recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively.

Leases of Real Property—One of the Partnership’s executive officers owns a 20% interest in an entity which leases real property located in Vineyard Haven, Massachusetts to the Partnership’s subsidiary, Drake Petroleum Company, Inc., for the operation of a gasoline station and convenience store. The Partnership paid this entity aggregate payments totaling approximately $0.2 million for the year ended December 31, 2023.
v3.24.0.1
Long-Term Incentive Plans
 12 Months Ended
Dec. 31, 2023
Long-Term Incentive Plans  
Long-Term Incentive Plans

Note 19. Long-Term Incentive Plans

The Partnership has a Long-Term Incentive Plan, as amended (the “LTIP”), whereby a total of 4,300,000 common units were authorized for delivery with respect to awards under the LTIP. The LTIP provides for awards to employees, consultants and directors of the General Partner and employees and consultants of affiliates of the Partnership who perform services for the Partnership. The LTIP allows for the award of options, unit appreciation rights, restricted units, phantom units, distribution equivalent rights (“DERs”), unit awards and substitute awards. Awards granted pursuant to the LTIP vest pursuant to the terms of the grant agreements. A total of 2,307,427 units were available for issuance under the LTIP as of December 31, 2023.

2023 Phantom Unit Awards – Executive Officers

2023 Service-Based Phantom Unit Award–On March 3, 2023, the Compensation Committee of the board of directors of the General Partner (the “Compensation Committee”) granted 2023 service-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner. The phantom units granted under the 2023 service-based awards vested or will vest in approximate one-third installments over a three-year period, commencing on January 5, 2024, provided that the executive remains continuously employed from the grant date through the applicable vesting date. The DERs that were granted in tandem with the phantom units will vest and become payable simultaneously with the vesting of the phantom units.

2023 Performance Phantom Unit Award–On August 22, 2023, the Compensation Committee granted performance-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner. These awards represent the right to receive common units of the Partnership (or cash equivalent) in an amount up to 200% of the “Target Phantom Units” (as defined in each executive’s award agreement), subject to performance-based vesting and provided that the executive remains continuously employed from the grant date through December 31, 2025. The performance period for these grants is the three-year period commencing on January 1, 2023 and continuing through December 31, 2025 (the “2023 Award Performance Period”). The number of earned common units of the Partnership will be determined by the Compensation Committee following completion of the 2023 Award Performance Period. The DERs that were granted in tandem with the performance phantom units will vest and become payable simultaneously with the vesting of the phantom units.

2023 Supplemental Discretionary Phantom Unit Awards– On February 23, 2023, the Compensation Committee granted a supplemental bonus to certain executives of the General Partner, such bonuses to be paid 50% in cash at the time of the grant, and 50% through service-based awards of phantom units and associated DERs under the LTIP. The phantom units granted under these awards cliff vested on February 23, 2024. The DERs that were granted in tandem with the phantom units vested and became payable simultaneously with the vesting of the phantom units.

On May 3, 2023, the Compensation Committee granted a second supplemental grant of service-based awards and associated DERs under the LTIP to certain executives of the General Partner. The phantom units granted under these awards will vest on May 3, 2025. The DERs that were granted in tandem with these phantom units will vest and become

payable simultaneously with the vesting of the phantom units.

2022 Phantom Unit Award – Executive Officers

On June 8, 2022, the Compensation Committee granted service-based and performance-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner.

Phantom Unit Award–The phantom units granted will vest in approximate thirds over a three-year period, commencing on January 1, 2023, provided that the executive remains continuously employed from the grant date through the applicable vesting date. The DERs that were granted in tandem with the phantom units will vest and become payable simultaneously with the vesting of the phantom units.

2022 Performance Phantom Unit Award–These awards represent the right to receive common units of the Partnership (or cash equivalent) in an amount up to 200% of the “Target Phantom Units” (as defined in each executive’s award agreement), subject to performance-based vesting and provided that the executive remains continuously employed from the grant date through December 31, 2024. The performance period for these grants is the three-year period commencing on January 1, 2022 and continuing through December 31, 2024 (the “2022 Award Performance Period”), and is divided into three separate subperiods of calendar years 2022, 2023 and 2024. The number of earned common units of the Partnership will be determined by the Compensation Committee based upon the aggregate results of the subperiods following completion of the 2022 Award Performance Period. The DERs that were granted in tandem with the performance phantom units will vest and become payable simultaneously with the vesting of the phantom units.

Phantom Unit Award – Non-Employee Directors

On August 22, 2023, the Compensation Committee granted awards of phantom units and associated DERs under the LTIP to the non-employee directors of the General Partner. The phantom awards granted vested on January 5, 2024 and became payable on a one-for-one basis in common units of the Partnership (or cash equivalent). The DERs that were granted in tandem with the phantom units also vested and became payable simultaneously with the vesting of the phantom units.

On October 14, 2022, the Compensation Committee granted awards of phantom units and associated DERs under the LTIP to the non-employee directors of the General Partner. The phantom awards granted vested on January 1, 2023 and became payable on a one-for-one basis in common units of the Partnership (or cash equivalent). The DERs that were granted in tandem with the phantom units also vested and became payable simultaneously with the vesting of the

phantom units.

The following table presents a summary of the non-vested phantom units granted under the LTIP:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-Vested Phantom Units

​

​

​

​

​

​

​

Weighted

​

​

​

​

​

​

Service-

​

Performance-

​

Average

​

​

​

 

​

​

Based

​

Based

​

Grant Date

​

Fair Value

 

​

​

Awards

​

Awards

​

Fair Value ($)

​

(in thousands)

 

Outstanding non—vested units at December 31, 2021

 

148,173

​

—

​

9.26

​

$

1,372

​

Granted

​

155,802

​

182,776

​

25.43

​

​

8,608

​

Vested

 

(148,173)

​

—

​

9.26

​

​

(1,372)

​

Forfeited

 

(7,890)

​

(10,520)

​

25.35

​

​

(467)

​

Outstanding non—vested units at December 31, 2022

 

147,912

​

172,256

​

25.43

​

$

8,141

​

Granted

​

282,777

​

303,062

​

32.52

​

​

19,052

​

Vested

 

(61,787)

​

—

​

25.76

​

​

(1,591)

​

Outstanding non—vested units at December 31, 2023

 

368,902

​

475,318

​

30.33

​

$

25,602

​

​

Accounting guidance for share-based compensation requires that a non-vested equity share unit awarded to an employee is to be measured at its fair value as if it were vested and issued on the grant date.

Compensation cost for an award of share-based employee compensation classified as equity is recognized over the requisite service period. The requisite service period for the Partnership is from the grant date through the vesting dates described in the grant agreement. The Partnership recognizes as compensation expense for the awards granted to employees and non-employee directors the value of the portion of the award that is ultimately expected to vest over the requisite service period on a straight-line basis. Compensation cost and granted units associated with performance-based awards are recognized based on the probability of the performance target being achieved. The Partnership recognizes forfeitures as they occur.

The Partnership recorded total compensation expense related to the outstanding LTIP awards of $10.1 million, $2.7 million and $0.7 million for the years ended December 31, 2023, 2022 and 2021, respectively, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations.

The total compensation cost related to the non-vested awards not yet recognized at December 31, 2023 was approximately $14.5 million and is expected to be recognized ratably over the remaining requisite service periods.

Repurchase Program

In May 2009, the board of directors of the General Partner authorized the repurchase of the Partnership’s common units (the “Repurchase Program”) for the purpose of meeting the General Partner’s anticipated obligations to deliver common units under the LTIP and meeting the General Partner’s obligations under existing employment agreements and other employment related obligations of the General Partner (collectively, the “General Partner’s Obligations”). Since the Repurchase Program was implemented and through December 31, 2023, the General Partner repurchased 1,221,240 common units pursuant to the Repurchase Program for approximately $35.2 million, of which approximately $3.5 million were repurchased in 2023. As of February 28, 2024, the General Partner is authorized to acquire up to 216,187 of its common units in the aggregate over an extended period of time, consistent with the General Partner’s Obligations. Common units may be repurchased from time to time in open market transactions, including block purchases, or in privately negotiated transactions. Such authorized unit repurchases may be modified, suspended or terminated at any time and are subject to price and economic and market conditions, applicable legal requirements and available liquidity.

In June 2009, the Partnership and the General Partner entered into the Global GP LLC Compensation Funding Agreement (the “Agreement”) whereby the Partnership and the General Partner established obligations and protocol for (i) the funding, management and administration of a compensation funding account and underlying General Partner’s Obligations, and (ii) the holding and disposition by the General Partner of common units acquired in accordance with the Agreement for such purposes as otherwise set forth in the Agreement. The Agreement requires the Partnership to fund costs that the General Partner incurs in connection with performance of the Agreement. There were no such costs for the years ended December 31, 2023 and 2022. For the year ended December 31, 2021, the Partnership paid members of the General Partner $0.3 million of these costs.
v3.24.0.1
Partners' Equity, Allocations and Cash Distributions
 12 Months Ended
Dec. 31, 2023
Partners' Equity, Allocations and Distributions  
Partners' Equity, Allocations and Cash Distributions

Note 20. Partners’ Equity, Allocations and Cash Distributions

Partners’ Equity

Common Units and General Partner Interest

At December 31, 2023 there were 33,995,563 common units issued, including 6,478,995 common units held by affiliates of the General Partner, including directors and executive officers, collectively representing a 99.33% limited partner interest in the Partnership, and 230,303 general partner units representing a 0.67% general partner interest in the Partnership. There have been no changes to common units or the general partner interest during the years ended December 31, 2023, 2022 and 2021.

Series A Preferred Units

At December 31, 2023 there were 2,760,000 Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units issued representing limited partner interests (the “Series A Preferred Units”) for $25.00 per Series A Preferred Unit. Other than with respect to the change from a fixed rate of 9.75% per annum to an annual floating rate as described below, there have been no changes to the Series A Preferred Units during the years ended December 31, 2023, 2022 and 2021.

Series B Preferred Units

On March 24, 2021, the Partnership issued 3,000,000 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units issued representing limited partners interests (the “Series B Preferred Units”) for $25.00 per Series B Preferred Unit. There have been no changes to the Series B Preferred Units during the years ended December 31, 2023, 2022 and 2021.

Common Units

The common units have limited voting rights as set forth in the Partnership’s partnership agreement.

General Partner Units and Incentive Distribution Rights

The Partnership’s general partner interest is represented by general partner units. The General Partner is entitled to a percentage (equal to the general partner interest) of all cash distributions of available cash on all common units. The Partnership’s partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common unitholders, holders of the incentive distribution rights and the General Partner will receive. The Partnership’s general partner interest has the management rights as set forth in the Partnership’s partnership agreement.

Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from distributable cash flow after the target distribution levels have been achieved, as defined in the Partnership’s partnership agreement. The General Partner holds all of the incentive distribution rights, but may transfer these rights separately from its general partner interest, subject to restrictions in the Partnership’s partnership agreement.

Series A Preferred Units

The Series A Preferred Units is a class of equity security that ranks senior to the common units, the incentive distribution rights and each other class or series of the Partnership’s equity securities established after August 7, 2018, the original issue date of the Series A Preferred Units (the “Series A Original Issue Date”), that is not expressly made senior to or on parity with the Series A Preferred Units as to the payment of distributions and amounts payable on a liquidation event.

Series B Preferred Units

The Series B Preferred Units is a class of equity security that rank (a) senior to common units, incentive distributions rights and each other class or series of the Partnership’s equity securities established after March 24, 2021, the original issue date of the Series B Preferred Units (the “Series B Original Issue Date”), that is not expressly made senior to or on parity with and the Series B Preferred Units as to the payment of distributions and amounts payable upon a liquidation, and (b) on parity with respect to distributions or amounts payable upon a liquidation event, as applicable, with the Series A Preferred Units and the Series B Preferred Units and each other and any class or series of the Partnership’s equity securities established after the Series B Original Issue Date with terms expressly providing that such class or series ranks on parity with the Series B Preferred Units as to payment of distributions and amounts payable on a liquidation event, as applicable.

Allocations of Net Income

Net income is allocated between the General Partner and the common unitholders in accordance with the provisions of the Partnership’s partnership agreement. Net income is generally allocated first to the General Partner and the common unitholders in an amount equal to the net losses allocated to the General Partner and the common unitholders in the current and prior tax years under the Partnership’s partnership agreement. The remaining net income is allocated to the General Partner and the common unitholders in accordance with their respective percentage interests of the general partner units and common units.

Cash Distributions

Common Units

The Partnership intends to make cash distributions to common unitholders on a quarterly basis, although there is no assurance as to the future cash distributions since they are dependent upon future earnings, capital requirements, financial condition and other factors. The Credit Agreement prohibits the Partnership from making cash distributions if any potential default or Event of Default, as defined in the Credit Agreement, occurs or would result from the cash distribution. The indentures governing the Partnership’s outstanding senior notes also limit the Partnership’s ability to make distributions to its common unitholders in certain circumstances.

Within 45 days after the end of each quarter, the Partnership will distribute all of its Available Cash (as defined in its partnership agreement) to common unitholders of record on the applicable record date. The amount of Available Cash is all cash on hand on the date of determination of Available Cash for the quarter; less the amount of cash reserves established by the General Partner to provide for the proper conduct of the Partnership’s businesses, to comply with

applicable law, any of the Partnership’s debt instruments or other agreements or to provide funds for distributions to unitholders and the General Partner for any one or more of the next four quarters.

The Partnership will make distributions of Available Cash from distributable cash flow for any quarter in the following manner: 99.33% to the common unitholders, pro rata, and 0.67% to the General Partner, until the Partnership distributes for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; and thereafter, cash in excess of the minimum quarterly distribution is distributed to the common unitholders and the General Partner based on the percentages as provided below.

As holder of the IDRs, the General Partner is entitled to incentive distributions if the amount that the Partnership distributes with respect to any quarter exceeds specified target levels shown below:

​

​

​

​

​

​

​

​

​

​

​

​

​

Marginal Percentage

 

​

​

Total Quarterly Distribution

​

Interest in Distributions

 

​

​

Target Amount

​

Unitholders

​

General Partner

 

First Target Distribution

    

up to $0.4625

    

99.33

%  

0.67

%  

Second Target Distribution

 

above $0.4625 up to $0.5375

 

86.33

%  

13.67

%  

Third Target Distribution

 

above $0.5375 up to $0.6625

 

76.33

%  

23.67

%  

Thereafter

 

above $0.6625

 

51.33

%  

48.67

%  

​

The Partnership paid the following cash distributions to common unitholders during 2023, 2022 and 2021 (in thousands, except per unit data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the

    

Per Unit

    

​

​

    

​

​

    

​

​

    

​

​

 

Cash Distribution

​

Quarter

​

Cash

​

Common

​

General

​

Incentive

​

Total Cash

 

Payment Date

    

Ended

​

Distribution

​

Units

​

Partner

​

Distribution

​

Distribution

 

2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2/12/2021 (1)

​

12/31/20

​

$

0.5500

​

$

18,698

​

$

130

​

$

512

​

$

19,340

​

5/14/2021 (1)

​

03/31/21

​

 

0.5750

​

 

19,547

​

 

138

​

 

768

​

 

20,453

​

8/13/2021 (1)

​

06/30/21

​

 

0.5750

​

 

19,547

​

 

138

​

 

768

​

 

20,453

​

11/12/2021 (1)

​

09/30/21

​

 

0.5750

​

 

19,547

​

 

138

​

 

768

​

 

20,453

​

2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2/14/2022 (1)

​

12/31/21

​

$

0.5850

​

$

19,887

​

$

141

​

$

871

​

$

20,899

​

5/13/2022 (1)

​

03/31/22

​

 

0.5950

​

 

20,227

​

 

144

​

 

973

​

 

21,344

​

8/12/2022 (1)

​

06/30/22

​

 

0.6050

​

 

20,567

​

 

147

​

 

1,075

​

 

21,789

​

11/14/2022 (1)

​

09/30/22

​

 

0.6250

​

 

21,247

​

 

153

​

 

1,280

​

 

22,680

​

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2/14/2023 (2)

​

12/31/22

​

$

1.5725

​

$

53,458

​

$

569

​

$

1,383

​

$

55,410

​

5/15/2023 (1)

​

03/31/23

​

 

0.6550

​

 

22,267

​

 

162

​

 

1,587

​

 

24,016

​

8/14/2023 (3)

​

06/30/23

​

 

0.6750

​

 

22,947

​

 

169

​

 

2,062

​

 

25,178

​

11/14/2023 (3)

​

09/30/23

​

 

0.6850

​

 

23,287

​

 

174

​

 

2,380

​

 

25,841

​

(1)This distribution resulted in the Partnership reaching its third target level distribution for the respective quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution.
(2)This distribution consists of a quarterly distribution of $0.6350 per unit and a one-time special distribution of $0.9375 per unit. The quarterly distribution of $0.6350 per unit resulted in the Partnership reaching its third target level distribution for this quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution with respect to the $0.6350 per unit distribution. The General Partner agreed to waive its incentive distribution rights with respect to the special distribution.
(3)This distribution resulted in the Partnership exceeding its third target level distribution for the respective quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution.

In addition, on January 24, 2024, the board of directors of the General Partner declared a quarterly cash

distribution of $0.7000 per unit ($2.80 per unit on an annualized basis) on all of its outstanding common units for the period from October 1, 2023 through December 31, 2023. On February 14, 2024, the Partnership paid the total cash distribution of approximately $26.8 million to unitholders of record as of the close of business on February 8, 2024. The quarterly distribution resulted in the Partnership exceeding its third target level distribution.

Series A Preferred Units

Distributions on the Series A Preferred Units are cumulative from the Series A Original Issue Date and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, a “Series A Distribution Payment Date”), commencing on November 15, 2018, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series A Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. Distributions on the Series A Preferred Units will be paid out of Available Cash with respect to the quarter immediately preceding the applicable Series A Distribution Payment Date.

The initial distribution rate for the Series A Preferred Units from and including the Series A Original Issue Date, but excluding August 15, 2023, was 9.75% per annum of the $25.00 liquidation preference per unit. On and after August 15, 2023, distributions on the Series A Preferred Units accumulate for each distribution period at a percentage of the $25.00 liquidation preference equal to (i) an annual floating rate of a substitute or successor base rate that a calculation agent determines to be the most comparable to the three-month LIBOR plus (ii) a spread of 6.774% per annum. For the successor base rate comparable to the three-month LIBOR, a calculation agent selected the industry-accepted substitute which is the 3-month CME Term SOFR plus the applicable tenor spread of 0.26161% per annum.

The Partnership paid the following cash distributions on the Series A Preferred Units during 2023, 2022 and 2021 (in thousands, except per unit data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the

​

Per Unit

​

​

​

​

​

​

Cash Distribution

​

Quarterly Period

​

Cash

​

Total Cash

​

​

 

Payment Date

    

Covering

​

Distribution

    

Distribution

​

Rate

 

2021

​

​

​

​

​

​

​

​

​

​

​

2/16/2021

​

11/15/20 - 2/14/21

​

$

0.609375

​

$

1,682

​

9.75%

​

5/17/2021

​

2/15/21 - 5/14/21

​

​

0.609375

​

​

1,682

​

9.75%

​

8/16/2021

​

5/15/21 - 8/14/21

​

​

0.609375

​

​

1,682

​

9.75%

​

11/15/2021

​

8/15/21 - 11/14/21

​

​

0.609375

​

​

1,682

​

9.75%

​

2022

​

​

​

​

​

​

​

​

​

​

​

2/15/2022

​

11/15/21 - 2/14/22

​

$

0.609375

​

$

1,682

​

9.75%

​

5/16/2022

​

2/15/22 - 5/14/22

​

​

0.609375

​

​

1,682

​

9.75%

​

8/15/2022

​

5/15/22 - 8/14/22

​

​

0.609375

​

​

1,682

​

9.75%

​

11/15/2022

​

8/15/22 - 11/14/22

​

​

0.609375

​

​

1,682

​

9.75%

​

2023

​

​

​

​

​

​

​

​

​

​

​

2/15/2023

​

11/15/22 - 2/14/23

​

$

0.609375

​

$

1,682

​

9.75%

​

5/15/2023

​

2/15/23 - 5/14/23

​

​

0.609375

​

​

1,682

​

9.75%

​

8/15/2023

​

5/15/23 - 8/14/23

​

​

0.609375

​

​

1,682

​

9.75%

​

11/15/2023

​

8/15/23 - 11/14/23

​

​

0.77501

​

​

2,139

​

12.40%

​

​

In addition, on January 16, 2024, the board of directors of the General Partner declared a quarterly cash distribution of $0.77596 per unit ($3.10 per unit on an annualized basis) on the Series A Preferred Units for the period from November 15, 2023 through February 14, 2024. The applicable distribution rate on the Series A Preferred Units for such period, as calculated by the Partnership’s calculation agent, was approximately 12.42%. On February 15, 2024, the Partnership paid the total cash distribution of approximately $2.1 million to holders of record as of the opening of

business on February 1, 2024.

The Partnership may redeem, at its option and at any time, in whole or in part, the Series A Preferred Units at a redemption price in cash of $25.00 per Series A Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. The Partnership must provide not less than 30 days’ and not more than 60 days’ advance written notice of any such redemption. Any such redemptions would be effected only out of funds legally available for such purposes and would be subject to compliance with the provisions of the Partnership’s outstanding indebtedness.

Series B Preferred Units

Distributions on the Series B Preferred Units are cumulative from the Series B Original Issue Date and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, a “Series B Distribution Payment Date”), commencing on May 15, 2021, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series B Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. Distributions on the Series B Preferred Units will be paid out of Available Cash with respect to the quarter immediately preceding the applicable Series B Distribution Payment Date.

The distribution rate for the Series B Preferred Units is 9.50% per annum of the $25.00 liquidation preference per Series B Preferred Unit (equal to $2.375 per Series B Preferred Unit per annum).

On May 17, 2021, the Partnership paid the initial quarterly cash distribution of $0.3365 per unit on the Series B Preferred Units, covering the period from March 24, 2021 (the issuance date of the Series B Preferred Units) through May 14, 2021, totaling approximately $1.0 million.

The Partnership paid the following additional cash distributions on the Series B Preferred Units during 2023, 2022 and 2021 (in thousands, except per unit data):

​

​

​

​

​

​

​

​

​

​

​

​

For the

    

Per Unit

    

​

​

 

Cash Distribution

​

Quarterly Period

​

Cash

​

Total Cash

 

Payment Date

    

Covering

    

Distribution

    

Distribution

 

2021

​

​

​

​

​

​

​

​

​

8/16/2021

​

5/15/21 - 8/14/21

​

$

0.59375

​

$

1,781

​

11/15/2021

​

8/15/21 - 11/14/21

​

​

0.59375

​

​

1,781

​

2022

​

​

​

​

​

​

​

​

​

2/15/2022

​

11/15/21 - 2/14/22

​

$

0.59375

​

$

1,781

​

5/16/2022

​

2/15/22 - 5/14/22

​

​

0.59375

​

​

1,781

​

8/15/2022

​

5/15/22 - 8/14/22

​

​

0.59375

​

​

1,781

​

11/15/2022

​

8/15/22 - 11/14/22

​

​

0.59375

​

​

1,781

​

2023

​

​

​

​

​

​

​

​

​

2/15/2023

​

11/15/22 - 2/14/23

​

$

0.59375

​

$

1,781

​

5/15/2023

​

2/15/23 - 5/14/23

​

​

0.59375

​

​

1,781

​

8/15/2023

​

5/15/23 - 8/14/23

​

​

0.59375

​

​

1,781

​

11/15/2023

​

8/15/23 - 11/14/23

​

​

0.59375

​

​

1,781

​

​

In addition, on January 16, 2024, the board of directors of the 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, 2023 through February 14, 2024 to holders of record as of the opening of business on February 1,

2024. On February 15, 2024, the Partnership paid the total cash distribution of approximately $1.8 million.

At any time on or after May 15, 2026, the Partnership may redeem, in whole or in part, the Series B Preferred Units at a redemption price in cash of $25.00 per Series B Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. The Partnership must provide not less than 30 days’ and not more than 60 days’ advance written notice of any such redemption. Any such redemptions would be effected only out of funds legally available for such purposes and would be subject to compliance with the provisions of the Partnership’s outstanding indebtedness.
v3.24.0.1
Unitholders' Equity
 12 Months Ended
Dec. 31, 2023
Unitholders' Equity  
Unitholders' Equity

Note 21. Unitholders’ Equity

At-the-Market Offering Program

On May 19, 2015, the Partnership entered into an equity distribution agreement pursuant to which the Partnership may sell from time to time through its sales agents, following a standard due diligence effort, the Partnership’s common units having an aggregate offering price of up to $50.0 million.

No common units have been sold by the Partnership pursuant to the at-the-market offering program since inception.
v3.24.0.1
Segment Reporting
 12 Months Ended
Dec. 31, 2023
Segment Reporting  
Segment Reporting

Note 22. Segment Reporting

The Partnership engages in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane. The Partnership also receives revenue from convenience store and prepared food sales, rental income and sundries. The Partnership’s three operating segments are based upon the revenue sources for which discrete financial information is reviewed by the chief operating decision maker (the “CODM”) to make key operating decisions and assess performance and include Wholesale, GDSO and Commercial.

These operating segments are also the Partnership’s reporting segments. The Commercial operating segment does not meet the quantitative metrics for disclosure as a reportable segment on a stand-alone basis as defined in accounting guidance related to segment reporting. However, the Partnership has elected to present segment disclosures for the Commercial operating segment as management believes such disclosures are helpful to the user of the Partnership’s financial information. The accounting policies of the segments are the same as those described in Note 2, “Summary of Significant Accounting Policies.”

In the Wholesale reporting segment, the Partnership sells branded and unbranded gasoline and gasoline blendstocks and diesel to wholesale distributors. The Partnership transports these products by railcars, barges, trucks and/or pipelines pursuant to spot or long-term contracts. The Partnership sells home heating oil, branded and unbranded gasoline and gasoline blendstocks, diesel, kerosene and residual oil to home heating oil and propane retailers and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline, distillates and propane at bulk terminals and inland storage facilities that the Partnership owns or controls or at which it has throughput or exchange arrangements. Ethanol is shipped primarily by rail and by barge.

In the GDSO reporting segment, gasoline distribution includes sales of branded and unbranded gasoline to gasoline station operators and sub jobbers. Station operations include (i) convenience store and prepared food sales, (ii) rental income from gasoline stations leased to dealers, from commissioned agents and from cobranding arrangements and (iii) sundries (such as car wash sales and lottery and ATM commissions).

In the Commercial segment, the Partnership includes sales and deliveries to end user customers in the public sector and to large commercial and industrial end users of unbranded gasoline, home heating oil, diesel, kerosene, residual oil and bunker fuel. In the case of public sector commercial and industrial end user customers, the Partnership sells products primarily either through a competitive bidding process or through contracts of various terms. The Partnership responds to publicly issued requests for product proposals and quotes. The Partnership generally arranges for the delivery of the product to the customer’s designated location. The Commercial segment also includes sales of custom blended fuels delivered by barges or from a terminal dock to ships through bunkering activity.

An important measure used by the Partnership and the CODM to evaluate segment performance is product margin, which the Partnership defines as product sales minus product costs. Based on the way the business is managed, components of indirect operating costs and corporate expenses are not allocated to the reportable segments.

Summarized financial information for the Partnership’s reportable segments for the years ended December 31 is presented in the table below (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Wholesale Segment:

​

​

​

​

​

​

​

​

​

​

Sales

​

​

​

​

​

​

​

​

​

​

Gasoline and gasoline blendstocks

​

$

5,897,428

​

$

6,408,184

​

$

5,357,128

​

Distillates and other oils (1)(2)

​

 

3,715,888

​

 

4,455,309

​

 

2,527,008

​

Total

​

$

9,613,316

​

$

10,863,493

​

$

7,884,136

​

Product margin

​

​

​

​

​

​

​

​

​

​

Gasoline and gasoline blendstocks

​

$

105,165

​

$

106,982

​

$

86,289

​

Distillates and other oils (1)(2)

​

 

96,747

​

 

180,715

​

 

52,584

​

Total

​

$

201,912

​

$

287,697

​

$

138,873

​

Gasoline Distribution and Station Operations Segment:

​

​

​

​

​

​

​

​

​

​

Sales

​

​

​

​

​

​

​

​

​

​

Gasoline

​

$

5,268,268

​

$

6,140,823

​

$

4,137,969

​

Station operations (3)

​

 

572,266

​

 

559,826

​

 

476,405

​

Total

​

$

5,840,534

​

$

6,700,649

​

$

4,614,374

​

Product margin

​

​

​

​

​

​

​

​

​

​

Gasoline

​

$

558,516

​

$

588,676

​

$

413,756

​

Station operations (3)

​

 

276,040

​

 

267,941

​

 

233,881

​

Total

​

$

834,556

​

$

856,617

​

$

647,637

​

Commercial Segment:

​

​

​

​

​

​

​

​

​

​

Sales

​

$

1,038,324

​

$

1,313,744

​

$

749,767

​

Product margin

​

$

31,722

​

$

40,973

​

$

15,604

​

Combined sales and Product margin:

​

​

​

​

​

​

​

​

​

​

Sales

​

$

16,492,174

​

$

18,877,886

​

$

13,248,277

​

Product margin (4)

​

$

1,068,190

​

$

1,185,287

​

$

802,114

​

Depreciation allocated to cost of sales

​

 

(94,550)

​

 

(87,638)

​

 

(82,851)

​

Combined gross profit

​

$

973,640

​

$

1,097,649

​

$

719,263

​

(1)Distillates and other oils (primarily residual oil and crude oil).
(2)Segment reporting results for 2022 and 2021 have been reclassified within the Wholesale segment to conform to the Partnership’s current presentation. Specifically, results from crude oil previously shown separately are included in distillates and other oils as results from crude oil are immaterial.
(3)Station operations consist of convenience store and prepared food sales, rental income and sundries.
(4)Product margin is a non-GAAP financial measure used by management and external users of the Partnership’s consolidated financial statements to assess its business. The table above includes a reconciliation of product margin on a combined basis to gross profit, a directly comparable GAAP measure.

Approximately 435 million gallons, 450 million gallons and 475 million gallons of the GDSO segment’s sales

for the years ended December 31, 2023, 2022 and 2021, respectively, were supplied from petroleum products and renewable fuels sourced by the Wholesale segment. The Commercial segment’s sales were predominantly sourced by the Wholesale segment. These intra-segment sales are not reflected as sales in the Wholesale segment as they are eliminated.

None of the Partnership’s customers accounted for greater than 10% of total sales for years ended December 31, 2023, 2022 and 2021.

A reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements for the years ended December 31 is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Combined gross profit

​

$

973,640

​

$

1,097,649

​

$

719,263

​

Operating costs and expenses not allocated to operating segments:

​

​

​

​

​

​

​

​

​

​

Selling, general and administrative expenses

​

 

273,733

​

 

263,112

​

 

212,878

​

Operating expenses

​

 

450,627

​

 

445,271

​

 

353,582

​

Amortization expense

​

​

8,136

​

​

8,851

​

​

10,711

​

Net gain on sale and disposition of assets

​

​

(2,626)

​

​

(79,873)

​

​

(506)

​

Long-lived asset impairment

​

​

—

​

​

—

​

​

380

​

Total operating costs and expenses

​

 

729,870

​

 

637,361

​

 

577,045

​

Operating income

​

 

243,770

​

 

460,288

​

 

142,218

​

Income from equity method investments

​

​

2,503

​

​

—

​

​

—

​

Interest expense

​

 

(85,631)

​

 

(81,259)

​

 

(80,086)

​

Income tax expense

​

 

(8,136)

​

 

(16,822)

​

 

(1,336)

​

Net income

​

$

152,506

​

$

362,207

​

$

60,796

​

​

The Partnership’s foreign assets and foreign sales were immaterial as of and for the years ended December 31, 2023, 2022 and 2021.

Segment Assets

The Partnership’s terminal assets are allocated to the Wholesale and Commercial segments, and its retail gasoline stations are allocated to the GDSO segment. Due to the commingled nature and uses of the remainder of the Partnership’s assets, it is not reasonably possible for the Partnership to allocate these assets among its reportable segments.

The table below presents total assets by reportable segment at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

 

Wholesale

​

 

Commercial

​

 

GDSO

​

 

Unallocated (1)

​

 

Total

December 31, 2023

   

$

856,326

   

$

—

   

$

1,910,058

   

$

679,627

   

$

3,446,011

December 31, 2022

   

$

738,995

   

$

—

   

$

1,944,135

   

$

477,755

   

$

3,160,885

(1)Includes the Partnership’s proportional share of assets at December 31, 2023 related to its equity method investments (see Note 17).
v3.24.0.1
Net Income Per Common Limited Partner Unit
 12 Months Ended
Dec. 31, 2023
Net Income Per Common Limited Partner Unit  
Net Income Per Common Limited Partner Unit

Note 23. Net Income Per Common Limited Partner Unit

Under the Partnership’s partnership agreement, for any quarterly period, the incentive distribution rights (“IDRs”) participate in net income only to the extent of the amount of cash distributions actually declared, thereby excluding the IDRs from participating in the Partnership’s undistributed net income or losses. Accordingly, the Partnership’s undistributed net income or losses is assumed to be allocated to the common unitholders and to the General Partner’s general partner interest.

Common units outstanding as reported in the accompanying consolidated financial statements at December 31, 2023 and 2022 excludes 113,206 and 58,044 common units, respectively, held on behalf of the Partnership pursuant to its repurchase program (see Note 19). These units are not deemed outstanding for purposes of calculating net income per common limited partner unit (basic and diluted). For all years presented below, the Partnership’s preferred units are not potentially dilutive securities based on the nature of the conversion feature.

The following table provides a reconciliation of net income and the assumed allocation of net income (loss) to the common limited partners (after deducting amounts allocated to preferred unitholders) for purposes of computing net income per common limited partner unit for the years presented (in thousands, except per unit data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2023

 

​

​

​

​

  

Common

  

General

  

​

​

 

​

​

​

​

​

Limited

​

Partner

​

​

​

 

Numerator:

​

Total

​

Partners

​

Interest

​

IDRs

 

Net income

​

$

152,506

​

$

142,598

​

$

9,908

​

$

—

​

Declared distribution

​

$

101,869

​

$

92,298

​

$

685

​

$

8,886

​

Assumed allocation of undistributed net income

​

 

50,637

​

 

50,300

​

 

337

​

 

—

​

Assumed allocation of net income

​

$

152,506

​

$

142,598

​

$

1,022

​

$

8,886

​

Less: Preferred limited partner interest in net income

​

​

​

​

​

14,559

​

​

​

​

​

​

​

Net income attributable to common limited partners

​

​

​

​

$

128,039

​

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic weighted average common units outstanding

​

​

​

​

 

33,970

​

​

​

​

​

​

​

Dilutive effect of phantom units

​

​

​

​

 

69

​

​

​

​

​

​

​

Diluted weighted average common units outstanding

​

​

​

​

 

34,039

​

​

​

​

​

​

​

Basic net income per common limited partner unit

​

​

​

​

$

3.77

​

​

​

​

​

​

​

Diluted net income per common limited partner unit

​

​

​

​

$

3.76

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2022

​

​

​

​

  

Common

  

General

  

​

​

​

​

​

​

​

Limited

​

Partner

​

​

​

Numerator:

​

Total

​

Partners

​

Interest

​

IDRs

Net income

​

$

362,207

​

$

355,069

​

$

7,138

​

$

—

Declared distribution

​

$

121,223

​

$

115,499

​

$

1,013

​

$

4,711

Assumed allocation of undistributed net income

​

 

240,984

​

 

239,570

​

 

1,414

​

 

—

Assumed allocation of net income

​

$

362,207

​

$

355,069

​

$

2,427

​

$

4,711

Less: Preferred limited partner interest in net income

​

​

​

​

​

13,852

​

​

​

​

​

​

Net income attributable to common limited partners

​

​

​

​

$

341,217

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Basic weighted average common units outstanding

​

​

​

​

 

33,935

​

​

​

​

​

​

Dilutive effect of phantom units

​

​

​

​

 

109

​

​

​

​

​

​

Diluted weighted average common units outstanding

​

​

​

​

 

34,044

​

​

​

​

​

​

Basic net income per common limited partner unit

​

​

​

​

$

10.06

​

​

​

​

​

​

Diluted net income per common limited partner unit

​

​

​

​

$

10.02

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2021

​

​

​

​

  

Common

  

General

  

​

​

​

​

​

​

​

Limited

​

Partner

​

​

​

Numerator:

​

Total

​

Partners

​

Interest

​

IDRs

Net income

​

$

60,796

​

$

57,215

​

$

3,581

​

$

—

Declared distribution

​

$

82,258

​

$

78,528

​

$

555

​

$

3,175

Assumed allocation of undistributed net loss

​

 

(21,462)

​

 

(21,313)

​

 

(149)

​

 

—

Assumed allocation of net income

​

$

60,796

​

$

57,215

​

$

406

​

$

3,175

Less: Preferred limited partner interest in net income

​

​

​

​

​

12,209

​

​

​

​

​

​

Net income attributable to common limited partners

​

​

​

​

$

45,006

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Basic weighted average common units outstanding

​

​

​

​

 

33,942

​

​

​

​

​

​

Dilutive effect of phantom units

​

​

​

​

 

336

​

​

​

​

​

​

Diluted weighted average common units outstanding

​

​

​

​

 

34,278

​

​

​

​

​

​

Basic net income per common limited partner unit

​

​

​

​

$

1.33

​

​

​

​

​

​

Diluted net income per common limited partner unit

​

​

​

​

$

1.31

​

​

​

​

​

​

​

The board of directors of the General Partner declared the following quarterly cash distributions on its common units for the four quarters ended December 31, 2023:

​

​

​

​

​

​

​

​

​

​

    

Per Common Unit Cash

  

  

Distribution Declared for the

 

Cash Distribution Declaration Date

  

Distribution Declared

​

​

Quarterly Period Ended

 

4/25/2023

​

$

0.6550

​

​

3/31/2023

​

7/25/2023

​

$

0.6750

​

​

6/30/2023

​

10/24/2023

​

$

0.6850

​

​

9/30/2023

​

1/24/2024

​

$

0.7000

​

​

12/31/2023

​

​

The board of directors of the General Partner declared the following quarterly cash distributions on the Series A Preferred Units and the Series B Preferred Units earned during 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Series A Preferred Units

    

Series B Preferred Units

    

​

​

 

Cash Distribution

​

Per Unit Cash

   

​

​

Per Unit Cash

   

​

​

Distribution Declared for the

​

​

Declaration Date

​

Distribution Declared

​

Rate

​

Distribution Declared

​

Rate

​

Quarterly Period Covering

​

 

4/17/2023

​

$

0.609375

​

9.75%

​

$

0.59375

​

9.50%

 

2/15/23 - 5/14/23

​

​

7/17/2023

​

$

0.609375

​

9.75%

​

$

0.59375

​

9.50%

​

5/15/23 - 8/14/23

​

​

10/16/2023

​

$

0.77501

​

12.40%

​

$

0.59375

​

9.50%

 

8/15/23 - 11/14/23

​

​

1/16/2024

​

$

0.77596

​

12.42%

​

$

0.59375

​

9.50%

​

11/15/23 - 2/14/24

​

​

​

See Note 20, “Partners’ Equity, Allocations and Cash Distributions” for further information.
v3.24.0.1
Changes in Accumulated Other Comprehensive Income (Loss)
 12 Months Ended
Dec. 31, 2023
Changes in Accumulated Other Comprehensive Income  
Changes in Accumulated Other Comprehensive Income

Note 24. Changes in Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in accumulated other comprehensive income (loss) by component (in thousands):

​

​

​

​

​

​

​

​

Pension

​

​

​

Plan

 

Balance at December 31, 2021

​

$

(1,902)

​

Other comprehensive income

​

 

2,403

​

Amount of (income) loss reclassified from accumulated other comprehensive income (loss)

​

 

(950)

​

Total comprehensive income

​

 

1,453

​

Balance at December 31, 2022

​

 

(449)

​

Other comprehensive income

​

 

361

​

Amount of (income) loss reclassified from accumulated other comprehensive income (loss)

​

 

469

​

Total comprehensive income

​

 

830

​

Balance at December 31, 2023

​

$

381

​

​

Amounts are presented prior to the income tax effect on other comprehensive income. Given the Partnership’s master limited partnership status, the effective tax rate is immaterial.
v3.24.0.1
Legal Proceedings
 12 Months Ended
Dec. 31, 2023
Legal Proceedings  
Legal Proceedings

Note 25. Legal Proceedings

General

Although the Partnership may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of business, the Partnership does not believe that it is a party to any litigation that will have a material adverse impact on its financial condition or results of operations. Except as described below and in Note 15 included herein, the Partnership is not aware of any significant legal or governmental proceedings against it or contemplated to be brought against it. The Partnership maintains insurance policies with insurers in amounts and with coverage and deductibles as its general partner believes are reasonable and prudent. However, the Partnership can provide no assurance that this insurance will be adequate to protect it from all material expenses related to potential future claims or that these levels of insurance will be available in the future at economically acceptable prices.

Other

In January 2022, the Partnership was served with a complaint filed in the Middlesex County Superior Court of the Commonwealth of Massachusetts against the Partnership and its wholly owned subsidiaries, Global Companies LLC (“Global Companies”) and Alliance Energy LLC (“Alliance”), alleging, among other things, that a plaintiff truck driver, while (1) loading gasoline and diesel fuel at terminals owned and operated by the Partnership located in Albany, New York and Revere, Massachusetts and (2) unloading gasoline and diesel fuel at gasoline stations owned and/or operated by the Partnership throughout New York, Massachusetts and New Hampshire, contracted aplastic anemia as a result of exposure to benzene-containing products and/or vapors therefrom. The Partnership, Global Companies and Alliance have meritorious defenses to the allegations in the complaint and will vigorously contest the actions taken by the plaintiff.

In October 2020, the Partnership was served with a complaint filed against the Partnership and its wholly owned subsidiary, Global Companies alleging, among other things, wrongful death and loss of consortium. The complaint, filed in the Middlesex County Superior Court of the Commonwealth of Massachusetts, alleges, among other things, that a

truck driver (whose estate is a co-plaintiff), while loading gasoline and diesel fuel at terminals owned and operated by the Partnership located in Albany, New York and Burlington, Vermont, was exposed to benzene-containing products and/or vapors therefrom. The Partnership and Global Companies have meritorious defenses to the allegations in the complaint and will vigorously contest the actions taken by the plaintiffs.

By letter dated January 25, 2017, the Partnership received a notice of intent to sue (the “2017 NOI”) from Earthjustice related to alleged violations of the CAA; specifically alleging that the Partnership was operating the Albany Terminal without a valid CAA Title V Permit. On February 9, 2017, the Partnership responded to Earthjustice advising that the 2017 NOI was without factual or legal merit and that the Partnership would move to dismiss any action commenced by Earthjustice. No action was taken by either the EPA or the NYSDEC with regard to the Earthjustice allegations. At this time, there has been no further action taken by Earthjustice. Neither the EPA nor the NYSDEC has followed up on the 2017 NOI. The Albany Terminal is currently operating pursuant to its Title V Permit, which has been extended in accordance with the State Administrative Procedures Act. Additionally, the Partnership has submitted a Title V Permit renewal and a request for modifications to its existing Title V Permit. The Partnership believes that it has meritorious defenses against all allegations.

The Partnership received letters from the EPA dated November 2, 2011 and March 29, 2012, containing requirements and testing orders (collectively, the “Requests for Information”) for information under the CAA. The Requests for Information were part of an EPA investigation to determine whether the Partnership has violated sections of the CAA at certain of its terminal locations in New England with respect to residual oil and asphalt. On June 6, 2014, a NOV was received from the EPA, alleging certain violations of its Air Emissions License issued by the Maine Department of Environmental Protection, based upon the test results at the South Portland, Maine terminal. The Partnership met with and provided additional information to the EPA with respect to the alleged violations. On April 7, 2015, the EPA issued a Supplemental Notice of Violation modifying the allegations of violations of the terminal’s Air Emissions License. The Partnership has entered into a consent decree (the “Consent Decree”) with the EPA and the United States Department of Justice (the “Department of Justice”), which was filed in the U.S. District Court for the District of Maine (the “Court”) on March 25, 2019. The Consent Decree was entered by the Court on December 19, 2019. The Partnership believes that compliance with the Consent Decree and implementation of the requirements of the Consent Decree will have no material impact on its operations.

The Partnership received a Subpoena Duces Tecum dated May 13, 2022 from the Office of the Attorney General of the State of New York (“NY AG”) requesting information regarding charges paid by retailers, distributors, or consumers for oil and gas products in or within the proximity of the State of New York during the disruption of the market triggered by Russia’s 2022 invasion of Ukraine. The Partnership has been advised that the NY AG’s office sent similar subpoena requests for information to market participants across the petroleum industry. The Partnership made an initial submission of information to the NY AG’s office and continues to cooperate with the NY AG’s office to satisfy its obligations under the subpoena.

The Partnership received a letter from the Office of the Attorney General of the State of Connecticut (“CT AG”) dated June 28, 2022 seeking information from the Partnership related to its sales of motor fuel to retailers within the State of Connecticut from February 3, 2022 through June 28, 2022. The Partnership has been advised that the CT AG’s office sent similar requests for information to market participants across the petroleum industry. The Partnership has complied with the CT AG’s request and submitted information responsive thereto.
v3.24.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2023
Subsequent Events  
Subsequent Events

Note 26. Subsequent Events

Distribution to Series A Preferred Unitholders—On February 15, 2024, the Partnership paid a cash distribution of approximately $2.1 million to holders of its Series A Preferred Units of record as of the opening of business on February 1, 2024.

Distribution to Series B Preferred Unitholders—On February 15, 2024, the Partnership paid a cash distribution of approximately $1.8 million to holders of its Series B Preferred Units of record as of the opening of business on February 1, 2024.

Distribution to Common Unitholders—On February 14, 2024, the Partnership paid a quarterly cash distribution of approximately $26.8 million to its common unitholders of record as of the close of business on February 8, 2024.
v3.24.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Basis of Consolidation and Presentation

Basis of Consolidation and Presentation

On September 20, 2022, the Partnership acquired substantially all of the assets of Tidewater Convenience, Inc. (“Tidewater”). On February 1, 2022, the Partnership acquired substantially all of the retail motor fuel assets of Miller Oil Co., Inc. (“Miller Oil”). On January 25, 2022, the Partnership acquired substantially all of the assets of Connecticut-based Consumers Petroleum of Connecticut, Incorporated (“Consumers Petroleum”). The financial results of Tidewater, Miller Oil and Consumers Petroleum since each respective acquisition date are included in the accompanying consolidated statements of operations. See Note 3 for additional information on these acquisitions.

The accompanying consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated.
Equity Method Investments

Equity Method Investments

The Partnership applies the equity method of accounting to investments when the Partnership has significant influence, but not a controlling interest in the investee.

The Partnership evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Partnership considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Partnership has not recognized an impairment loss related to its equity method investments for the year ended December 31, 2023. See Note 17 for additional information the Partnership equity method investments.
Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among the estimates made by management are (i) estimated fair value of assets and liabilities acquired in a business combination or asset acquisition and identification of associated goodwill and intangible assets, (ii) fair value of derivative instruments, (iii) accruals and contingent liabilities, (iv) allowance for credit losses, (v) assumptions used to evaluate goodwill, (vi) assumptions used to evaluate property and equipment and intangibles for impairment, (vii) environmental and asset retirement obligation provisions, and (viii) weighted average discount rate used in lease accounting. Although the Partnership believes its estimates are reasonable, actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Partnership considers highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The carrying value of cash and cash equivalents, including broker margin accounts, approximates fair value.
Accounts Receivable and Allowance for Credit Losses

Accounts Receivable

The Partnership’s accounts receivable primarily results from sales of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil to its customers. The majority of the Partnership’s accounts receivable relates to its petroleum marketing activities that can generally be described as high volume and low margin activities. The Partnership makes a determination of the amount, if any, of a line of credit it may extend to a customer based on the form and amount of financial performance assurances the Partnership requires. Such financial assurances are commonly provided to the Partnership in the form of standby letters of credit, personal guarantees or corporate guarantees.

The Partnership reviews all accounts receivable balances on a monthly basis and records a reserve for estimated amounts it expects will not be fully recovered. At December 31, 2023 and 2022, substantially all of the Partnership’s accounts receivable were classified as current assets and there were no non-standard payment terms.

Allowance for Credit Losses

The Partnership is exposed to credit losses primarily through its sales of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil. Concentration of credit risk with respect to trade receivables are limited due to the Partnership’s customer base being large and diverse. The Partnership assesses each counterparty’s ability to pay for the products the Partnership sells by conducting a credit review. This credit review considers the Partnership’s

expected billing exposure and timing for payment and the counterparty’s established credit rating or, in the case when a credit rating is not available, the Partnership’s assessment of the counterparty’s creditworthiness based on the Partnership’s analysis of the counterparty’s financial statements. The Partnership also considers contract terms and conditions and business strategy in its evaluation. A credit limit is established for each counterparty based on the outcome of this review. The Partnership may require collateralized asset support in the form of standby letters of credit, personal or corporate guarantees and/or a prepayment to mitigate credit risk.

The Partnership monitors its ongoing credit exposure through active reviews of counterparty balances against contract terms and due dates. The Partnership’s historical experience of collecting receivables, supported by the level of default, is that credit risk is low across classes of customers and locations and trade receivables are considered to be a single class of financial assets. Impairment for trade receivables are calculated for specific receivables with known or anticipated issues affecting the likelihood of collectability and for balances past due with a probability of default based on historical data as well as relevant forward-looking information. The Partnership’s activities include timely account reconciliations, dispute resolutions and payment confirmations. The Partnership utilizes internal legal counsel or collection agencies and outside legal counsel to pursue recovery of defaulted receivables.

Based on an aging analysis at December 31, 2023, approximately 99% of the Partnership’s accounts receivable were outstanding less than 30 days.

The following table presents changes in the credit loss allowance for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

​

​

    

Write-offs

    

​

​

    

​

​

 

​

​

Balance at

​

Current

​

Charged

​

​

​

​

Balance

​

​

​

Beginning

​

Period

​

Against Allowance

​

Recoveries

​

at End

 

Description

​

of Period

​

Provision

​

for Credit Losses

​

Collected

​

of Period

 

Year ended December 31,  2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Credit loss allowance—accounts receivable

​

$

3,062

​

$

358

​

$

(63)

​

$

3

​

$

3,360

​

Year ended December 31,  2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Credit loss allowance—accounts receivable

​

$

2,741

​

$

256

​

$

(156)

​

$

221

​

$

3,062

​

Year ended December 31,  2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Credit loss allowance—accounts receivable

​

$

2,555

​

$

(51)

​

$

(18)

​

$

255

​

$

2,741

​
Inventories

Inventories

The Partnership hedges substantially all of its petroleum and ethanol inventory using a variety of instruments, primarily exchange-traded futures contracts. These futures contracts are entered into when inventory is purchased and are either designated as fair value hedges against the inventory on a specific barrel basis for inventories qualifying for fair value hedge accounting or not designated and maintained as economic hedges against certain inventory of the Partnership on a specific barrel basis. Changes in fair value of these futures contracts, as well as the offsetting change in fair value on the hedged inventory, are recognized in earnings as an increase or decrease in cost of sales. All hedged inventory designated in a fair value hedge relationship is valued using the lower of cost, as determined by specific identification, or net realizable value, as determined at the product level. All petroleum and ethanol inventory not designated in a fair value hedging relationship is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value. Renewable Identification Numbers (“RINs”) inventory is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value. Convenience store inventory is carried at the lower of historical cost, based on a weighted average cost method, or net realizable value.

Inventories consisted of the following at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

​

Distillates: home heating oil, diesel and kerosene

​

$

154,890

​

$

205,076

​

Gasoline

​

 

134,749

​

 

160,386

​

Gasoline blendstocks

​

 

31,146

​

 

51,900

​

Residual oil

​

 

45,774

​

 

112,457

​

Renewable identification numbers (RINs)

​

 

1,684

​

 

5,098

​

Convenience store inventory

​

 

29,071

​

 

29,566

​

Crude oil

​

 

—

​

 

2,248

​

Total

​

$

397,314

​

$

566,731

​

​

In addition to its own inventory, the Partnership has exchange agreements for petroleum products and ethanol with unrelated third-party suppliers, whereby it may draw inventory from these other suppliers (see Revenue Recognition) and suppliers may draw inventory from the Partnership. Positive exchange balances are accounted for as accounts receivable and amounted to $0.5 million and $2.3 million at December 31, 2023 and 2022, respectively. Negative exchange balances are accounted for as accounts payable and amounted to $29.8 million and $24.3 million at December 31, 2023 and 2022, respectively. Exchange transactions are valued using current carrying costs.
Property and Equipment

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Minor expenditures for routine maintenance, repairs and renewals are charged to expense as incurred, and major improvements that extend the useful lives of the related assets are capitalized. Depreciation related to the Partnership’s terminal assets and gasoline stations is charged to cost of sales and all other depreciation is charged to selling, general and administrative expenses. Depreciation is charged over the estimated useful lives of the applicable assets using straight-line methods, and accelerated methods are used for income tax purposes. When applicable and based on policy, which considers the construction period and project cost, the Partnership capitalizes interest on qualified long-term projects and depreciates it over the life of the related asset.

The estimated useful lives are as follows:

​

​

​

​

​

Gasoline station buildings, improvements and storage tanks

    

15-25

years

​

Buildings, docks, terminal facilities and improvements

 

5-25

years

​

Gasoline station equipment

 

7

years

​

Fixtures, equipment and capitalized internal use software

 

3-7

years

​

​

The Partnership capitalizes certain costs, including internal payroll and external direct project costs incurred in connection with developing or obtaining software designated for internal use. These costs are included in property and equipment and are amortized over the estimated useful lives of the related software.
Intangibles

Intangibles

Intangibles are carried at cost less accumulated amortization. For assets with determinable useful lives, amortization is computed over the estimated economic useful lives of the respective intangible assets, ranging from 2 to 20 years.
Goodwill and Long-Lived Asset Impairment

Goodwill and Long-Lived Asset Impairment

Goodwill

Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. The Partnership has concluded that its operating segments are also its reporting units. Goodwill is tested for impairment annually as of October 1 or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Derecognized goodwill associated with the Partnership’s disposition activities of Gasoline Distribution and Station Operation (“GDSO”) sites is included in the carrying value of assets sold in determining the gain or loss on disposal, to the extent the disposition of assets qualifies as a disposition of a business under Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”). The GDSO reporting unit’s goodwill that was derecognized related to the disposition of sites that met the definition of a business was $0.1 million, $5.5 million and $0.6 million for the years ended December 31, 2023, 2022 and 2021, respectively (see Note 8).

All of the Partnership’s goodwill is allocated to the GDSO segment. During 2023, 2022 and 2021, the Partnership completed a quantitative assessment for the GDSO reporting unit. Factors included in the assessment included both macro-economic conditions and industry specific conditions, and the fair value of the GDSO reporting unit was estimated using a weighted average of a discounted cash flow approach and a market comparables approach. Based on the Partnership’s assessment, no impairment was identified.

Evaluation of Long-Lived Asset Impairment

Accounting and reporting guidance for long-lived assets requires that a long-lived asset (group) be reviewed for impairment when events or changes in circumstances indicate that the carrying amount might not be recoverable. Accordingly, the Partnership evaluates long-lived assets for impairment whenever indicators of impairment are identified. If indicators of impairment are present, the Partnership assesses impairment by comparing the undiscounted projected future cash flows from the long-lived assets to their carrying value. If the undiscounted cash flows are less than the carrying value, the long-lived assets will be reduced to their fair value. The Partnership recognized the following impairment charges which are included in long-lived asset impairment in the accompanying statements of operations for each respective year:

The Partnership recognized no impairment charges in 2023 and 2022. In 2021, the Partnership recognized an impairment charge primarily relating to certain developmental assets for raze and rebuilds in the amount of $0.4 million which was allocated to the GDSO segment.

Environmental and Other Liabilities

Environmental and Other Liabilities

The Partnership accrues for all direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued are estimated based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes.

Estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study. Loss accruals are adjusted as further information becomes available or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value.

Recoveries of environmental remediation costs from other parties are recognized when related contingencies are resolved, generally upon cash receipt.

The Partnership is subject to other contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, including environmental matters and contract and employment claims. Environmental and other legal proceedings may also include matters with respect to businesses previously owned. Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated. See Notes 15 and 25.

.

Asset Retirement Obligations

Asset Retirement Obligations

The Partnership is required to account for the legal obligations associated with the long-lived assets that result from the acquisition, construction, development or operation of long-lived assets. Such asset retirement obligations specifically pertain to the treatment of underground gasoline storage tanks (“USTs”) that exist in those states which statutorily require removal of the USTs at a certain point in time. Specifically, the Partnership’s retirement obligations consist of the estimated costs of removal and disposals of USTs. The liability for an asset retirement obligation is recognized on a discounted basis in the year in which it is incurred, and the discount period applied is based on statutory requirements for UST removal or policy. The associated asset retirement costs are capitalized as part of the carrying cost of the asset. The Partnership had approximately $10.7 million and $10.1 million in total asset retirement obligations at December 31, 2023 and 2022, respectively, which are included in other long-term liabilities in the accompanying consolidated balance sheets.

Leases

Leases

The Partnership has gasoline station and convenience store leases, primarily of land and buildings. The Partnership has terminal and dedicated storage facility lease arrangements with various petroleum terminals and third parties, of which certain arrangements have minimum usage requirements. The Partnership leases barges through various time charter lease arrangements and railcars through various lease arrangements. The Partnership also has leases for office space, computer and convenience store equipment and automobiles. The Partnership’s lease arrangements have various expiration dates with options to extend.

The Partnership is also the lessor party to various lease arrangements with various expiration dates, including the leasing of gasoline stations and certain equipment to third-party station operators and cobranding lease agreements for certain space within the Partnership’s gasoline stations and convenience stores.

In addition, the Partnership is party to three master unitary lease agreements in connection with (i) the June 2015 acquisition of retail gasoline stations from Capitol Petroleum Group (“Capitol”) related to properties previously sold by Capitol within two sale-leaseback transactions; and (ii) the June 2016 sale of real property assets at 30 gasoline stations and convenience stores that did not meet the criteria for sale accounting. These transactions are accounted for as financing obligations in accordance with ASC 842, “Leases,” (“ASC 842”) (see Note 9).

Accounting and reporting guidance for leases requires that leases be evaluated and classified as either operating or finance leases by the lessee and as either operating, sales-type or direct financing leases by the lessor. The Partnership’s operating leases are included in right-of-use (“ROU”) assets, lease liability-current portion and long-term lease liability-less current portion in the accompanying consolidated balance sheets.

ROU assets represent the Partnership’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Partnership’s variable lease payments consist of payments that depend on an index or rate (such as the Consumer Price Index) as well as those payments that depend on the Partnership’s performance or use of the underlying asset related to the lease. Variable lease

payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the Partnership’s leases do not provide an implicit rate in determining the net present value of lease payments, the Partnership uses its incremental borrowing rate based on the information available at the lease commencement date. ROU assets also include any lease payments made and exclude lease incentives. Many of the Partnership’s lessee agreements include options to extend the lease, which are not included in the minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

Rental income for lease payments received related to operating leases is recognized on a straight-line basis over the lease term.

The Partnership has elected the package of practical expedients permitted under ASC 842 which, among other things, allows the Partnership to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. Leases with an initial term of 12 months or less are not recorded on the balance sheet as the Partnership recognizes lease expense for these leases on a straight-line basis over the lease term.

The Partnership’s leases have contracted terms as follows:

​

​

​

​

​

Gasoline station and convenience store leases

    

1-20

years

​

Terminal lease arrangements

 

1-20

years

​

Dedicated storage facility leases

​

10

years

​

Barge and railcar equipment leases

​

1-10

years

​

Office space leases

 

1-12

years

​

Computer equipment, convenience store equipment and automobile leases

 

1-10

years

​

​

The above table excludes the Partnership’s West Coast facility land lease arrangement which contract term is subject to expiration through July 2066. Some of the above leases include options to extend the leases for up to an additional 30 years. The Partnership does not include renewal options in its lease terms for calculating the lease liability unless the Partnership is reasonably certain the renewal options are to be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Revenue Recognition

Revenue Recognition

The Partnership’s sales relate primarily to the sale of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil and are recognized along with the related receivable upon delivery, net of applicable provisions for discounts and allowances. The Partnership may also provide for shipping costs at the time of sale, which are included in cost of sales.

Contracts with customers typically contain pricing provisions that are tied to a market index, with certain adjustments based on quality and freight due to location differences and prevailing supply and demand conditions, as well as other factors. As a result, the price of the products fluctuates to remain competitive with other available product supplies. The revenue associated with such arrangements is recognized upon delivery.

In addition, the Partnership generates revenue from its throughput and logistics activities when it stores, transloads and blends products owned by others. Revenue from throughput and logistics services is recognized as services are provided. These agreements may require counterparties to throughput a minimum volume over an agreed-upon period and may include make-up rights if the minimum volume is not met. The Partnership recognizes revenue

associated with make-up rights at the earlier of when the make-up volume is delivered, the make-up right expires or when it is determined that the likelihood that the customer will utilize the make-up right is remote.

Product revenue is not recognized on exchange agreements, which are entered into primarily to acquire various refined petroleum products, gasoline blendstocks, renewable fuels and crude oil of a desired quality or to reduce transportation costs by taking delivery of products closer to the Partnership’s end markets. The Partnership recognizes net exchange differentials due from exchange partners in sales upon delivery of product to an exchange partner. The Partnership recognizes net exchange differentials due to exchange partners in cost of sales upon receipt of product from an exchange partner.
Income Taxes

Income Taxes

Section 7704 of the Internal Revenue Code provides that publicly-traded partnerships are, as a general rule, taxed as corporations. However, an exception, referred to as the “Qualifying Income Exception,” exists under Section 7704(c) with respect to publicly-traded partnerships of which 90% or more of the gross income for every taxable year consists of “qualifying income.” Qualifying income includes income and gains derived from the transportation, storage and marketing of refined petroleum products, gasoline blendstocks, crude oil and ethanol to resellers and refiners. Other types of qualifying income include interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the production of income that otherwise constitutes qualifying income.

Substantially all of the Partnership’s income is “qualifying income” for federal income tax purposes and, therefore, is not subject to federal income taxes at the partnership level. Accordingly, no provision has been made for income taxes on the qualifying income in the Partnership’s financial statements. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Partnership’s agreement of limited partnership. Individual unitholders have different investment basis depending upon the timing and price at which they acquired their common units. Further, each unitholder’s tax accounting, which is partially dependent upon the unitholder’s tax position, differs from the accounting followed in the Partnership’s consolidated financial statements. Accordingly, the aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each unitholder’s tax attributes in the Partnership is not available to the Partnership.

One of the Partnership’s wholly owned subsidiaries, GMG, is a taxable entity for federal and state income tax purposes. Current and deferred income taxes are recognized on the separate earnings of GMG, including its proportional earnings from its equity method investment in SPR as described in Note 17. The after-tax earnings of GMG are included in the earnings of the Partnership. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes for GMG. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Partnership calculates its current and deferred tax provision based on estimates and assumptions that could differ from actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. See Note 14.
Concentration of Risk

Concentration of Risk

Financial instruments that potentially subject the Partnership to concentration of credit risk consist primarily of cash, cash equivalents, accounts receivable, firm commitments and, under certain circumstances, futures contracts, forward fixed price contracts, options and swap agreements which may be used to hedge commodity and interest rate risks. The Partnership provides credit in the normal course of its business. The Partnership performs ongoing credit evaluations of its customers and provides for credit losses based on specific information and historical trends. Credit risk on trade receivables is minimized as a result of the Partnership’s large customer base. Losses have historically been within management’s expectations. See Note 10 for a discussion regarding risk of credit loss related to futures contracts, forward fixed price contracts, options and swap agreements. The Partnership’s wholesale and commercial customers of refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane are located primarily in the Northeast. The Partnership’s retail gasoline stations and directly operated convenience stores are also located primarily in the Northeast.

Due to the nature of the Partnership’s businesses and its reliance, in part, on consumer travel and spending patterns, the Partnership may experience more demand for gasoline during the late spring and summer months than during the fall and winter months. Travel and recreational activities are typically higher in these months in the geographic areas in which the Partnership operates, increasing the demand for gasoline. Therefore, the Partnership’s volumes in gasoline are typically higher in the second and third quarters of the calendar year. As demand for some of the Partnership’s refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, heating oil and residual oil volumes are generally higher during the first and fourth quarters of the calendar year. These factors may result in fluctuations in the Partnership’s quarterly operating results.

The following table presents the Partnership’s product sales and other revenues as a percentage of the consolidated sales for the years ended December 31:

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Gasoline sales: gasoline and gasoline blendstocks (such as ethanol)

 

68

%  

67

%  

72

%  

Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales

 

28

%  

30

%  

25

%  

Convenience store and prepared food sales, rental income and sundries

​

4

%  

3

%  

3

%  

Total

 

100

%  

100

%  

100

%  

​

The following table presents the Partnership’s product margin (product sales minus product costs) by segment as a percentage of the consolidated product margin for the years ended December 31:

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Wholesale segment

 

19

%  

24

%  

17

%  

Gasoline Distribution and Station Operations segment

 

78

%  

72

%  

81

%  

Commercial segment

​

3

%  

4

%  

2

%  

Total

 

100

%  

100

%  

100

%  

​

See Note 22, “Segment Reporting,” for additional information on the Partnership’s operating segments.

The Partnership is dependent on a number of suppliers of fuel-related products, both domestically and internationally. The Partnership is dependent on the suppliers being able to source product on a timely basis and at favorable pricing terms. The loss of certain principal suppliers or a significant reduction in product availability from principal suppliers could have a material adverse effect on the Partnership, at least in the near term. The Partnership

believes that its relationships with its suppliers are satisfactory and that the loss of any principal supplier could be replaced by new or existing suppliers.
Derivative Financial Instruments

Derivative Financial Instruments

The Partnership principally uses derivative instruments, which include regulated exchange-traded futures and options contracts (collectively, “exchange-traded derivatives”) and physical and financial forwards and over-the counter (“OTC”) swaps (collectively, “OTC derivatives”), to reduce its exposure to unfavorable changes in commodity market prices. The Partnership uses these exchange-traded and OTC derivatives to hedge commodity price risk associated with its inventory and undelivered forward commodity purchases and sales (“physical forward contracts”). The Partnership accounts for derivative transactions in accordance with ASC Topic 815, “Derivatives and Hedging,” and recognizes derivatives instruments as either assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented currently in earnings, unless specific hedge accounting criteria are met.

The fair value of exchange-traded derivative transactions reflects amounts that would be received from or paid to the Partnership’s brokers upon liquidation of these contracts. The fair value of these exchange-traded derivative transactions is presented on a net basis, offset by the cash balances on deposit with the Partnership’s brokers, presented as brokerage margin deposits in the consolidated balance sheets. The fair value of OTC derivative transactions reflects amounts that would be received from or paid to a third party upon liquidation of these contracts under current market conditions. The fair value of these OTC derivative transactions is presented on a gross basis as derivative assets or derivative liabilities in the consolidated balance sheets, unless a legal right of offset exists. The presentation of the change in fair value of the Partnership’s exchange-traded derivatives and OTC derivative transactions depends on the intended use of the derivative and the resulting designation.

Derivatives Accounted for as Hedges – The Partnership utilizes fair value hedges to hedge commodity price risk.

Derivatives designated as fair value hedges are used to hedge price risk in commodity inventories and principally include exchange-traded futures contracts that are entered into in the ordinary course of business. For a derivative instrument designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting change in fair value on the hedged item of the risk being hedged. Gains and losses related to fair value hedges are recognized in the consolidated statements of operations through cost of sales. These futures contracts are settled on a daily basis by the Partnership through brokerage margin accounts.
Derivatives Not Accounted for as Hedges

Derivatives Not Accounted for as Hedges – The Partnership utilizes petroleum and ethanol commodity contracts to hedge price and currency risk in certain commodity inventories and physical forward contracts.

Petroleum and Ethanol Commodity Contracts

The Partnership uses exchange-traded derivative contracts to hedge price risk in certain commodity inventories which do not qualify for fair value hedge accounting or are not designated by the Partnership as fair value hedges. Additionally, the Partnership uses exchange-traded derivative contracts, and occasionally financial forward and OTC swap agreements, to hedge commodity price exposure associated with its physical forward contracts which are not designated by the Partnership as cash flow hedges. These physical forward contracts, to the extent they meet the definition of a derivative, are considered OTC physical forwards and are reflected as derivative assets or derivative liabilities in the consolidated balance sheet. The related exchange-traded derivative contracts (and financial forward and OTC swaps, if applicable) are also reflected as brokerage margin deposits (and derivative assets or derivative liabilities, if applicable) in the consolidated balance sheet, thereby creating an economic hedge. Changes in fair value of these derivative instruments are recognized in the consolidated statements of operations through cost of sales. These exchange-traded derivatives are settled on a daily basis by the Partnership through brokerage margin accounts.

While the Partnership seeks to maintain a position that is substantially balanced within its commodity product purchase and sale activities, it may experience net unbalanced positions for short periods of time as a result of variances in daily purchases and sales and transportation and delivery schedules as well as other logistical issues inherent in the businesses, such as weather conditions. In connection with managing these positions, the Partnership is aided by maintaining a constant presence in the marketplace. The Partnership also engages in a controlled trading program for up to an aggregate of 250,000 barrels of commodity products at any one point in time. Changes in fair value of these derivative instruments are recognized in the consolidated statements of operations through cost of sales.

Margin Deposits

All of the Partnership’s exchange-traded derivative contracts (designated and not designated) are transacted through clearing brokers. The Partnership deposits initial margin with the clearing brokers, along with variation margin, which is paid or received on a daily basis, based upon the changes in fair value of open futures contracts and settlement of closed futures contracts. Cash balances on deposit with clearing brokers and open equity are presented on a net basis within brokerage margin deposits in the consolidated balance sheets.

See Note 10, “Derivative Financial Instruments,” for additional information.
Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Partnership utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Partnership primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Partnership utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Partnership is able to classify fair value balances based on the observability of those inputs. The fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). At each balance sheet reporting date, the Partnership categorizes its financial assets and liabilities using the three levels of the fair value hierarchy defined as follows:

Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as the Partnership’s exchange-traded derivative instruments and pension plan assets.

Level 2—Quoted prices in active markets are not available; however, pricing inputs are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 2 primarily consists of non-exchange-traded derivatives such as OTC derivatives.

Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

See Note 11, “Fair Value Measurements,” for additional information.
Recently Issued Accounting Standards

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an annual an interim basis. The amendments are effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Partnership is evaluating the impact of this standard on its disclosures.
v3.24.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Concentration Risk [Line Items]  
Schedule of credit loss allowance included in accounts receivable

The following table presents changes in the credit loss allowance for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

​

​

    

Write-offs

    

​

​

    

​

​

 

​

​

Balance at

​

Current

​

Charged

​

​

​

​

Balance

​

​

​

Beginning

​

Period

​

Against Allowance

​

Recoveries

​

at End

 

Description

​

of Period

​

Provision

​

for Credit Losses

​

Collected

​

of Period

 

Year ended December 31,  2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Credit loss allowance—accounts receivable

​

$

3,062

​

$

358

​

$

(63)

​

$

3

​

$

3,360

​

Year ended December 31,  2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Credit loss allowance—accounts receivable

​

$

2,741

​

$

256

​

$

(156)

​

$

221

​

$

3,062

​

Year ended December 31,  2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Credit loss allowance—accounts receivable

​

$

2,555

​

$

(51)

​

$

(18)

​

$

255

​

$

2,741

​
Schedule of inventories

Inventories consisted of the following at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

​

Distillates: home heating oil, diesel and kerosene

​

$

154,890

​

$

205,076

​

Gasoline

​

 

134,749

​

 

160,386

​

Gasoline blendstocks

​

 

31,146

​

 

51,900

​

Residual oil

​

 

45,774

​

 

112,457

​

Renewable identification numbers (RINs)

​

 

1,684

​

 

5,098

​

Convenience store inventory

​

 

29,071

​

 

29,566

​

Crude oil

​

 

—

​

 

2,248

​

Total

​

$

397,314

​

$

566,731

​
Schedule of estimated useful lives of property and equipment

The estimated useful lives are as follows:

​

​

​

​

​

Gasoline station buildings, improvements and storage tanks

    

15-25

years

​

Buildings, docks, terminal facilities and improvements

 

5-25

years

​

Gasoline station equipment

 

7

years

​

Fixtures, equipment and capitalized internal use software

 

3-7

years

​
Schedule of original contracted terms for operating leases

The Partnership’s leases have contracted terms as follows:

​

​

​

​

​

Gasoline station and convenience store leases

    

1-20

years

​

Terminal lease arrangements

 

1-20

years

​

Dedicated storage facility leases

​

10

years

​

Barge and railcar equipment leases

​

1-10

years

​

Office space leases

 

1-12

years

​

Computer equipment, convenience store equipment and automobile leases

 

1-10

years

​
Sales Revenue..  
Concentration Risk [Line Items]  
Schedule of concentration of risk as percentage of consolidated amount

The following table presents the Partnership’s product sales and other revenues as a percentage of the consolidated sales for the years ended December 31:

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Gasoline sales: gasoline and gasoline blendstocks (such as ethanol)

 

68

%  

67

%  

72

%  

Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales

 

28

%  

30

%  

25

%  

Convenience store and prepared food sales, rental income and sundries

​

4

%  

3

%  

3

%  

Total

 

100

%  

100

%  

100

%  
Product Margin  
Concentration Risk [Line Items]  
Schedule of concentration of risk as percentage of consolidated amount

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Gasoline sales: gasoline and gasoline blendstocks (such as ethanol)

 

68

%  

67

%  

72

%  

Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales

 

28

%  

30

%  

25

%  

Convenience store and prepared food sales, rental income and sundries

​

4

%  

3

%  

3

%  

Total

 

100

%  

100

%  

100

%  
v3.24.0.1
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2023
Acquisitions  
Schedule of the assets acquired and liabilities

The following table presents the assets acquired and liabilities assumed as of December 21, 2023, the acquisition date (in thousands):

​

​

​

​

​

Assets acquired:

​

​

​

​

Inventories

​

$

3,374

​

Property and equipment

​

​

318,574

​

Right of use assets

​

​

151

​

Intangible assets

​

​

2,000

​

Total assets acquired

​

​

324,099

​

Liabilities assumed:

​

​

​

​

Environmental liabilities

​

​

(10,774)

​

Lease liability

​

​

(151)

​

Total liabilities assumed

​

​

(10,925)

​

Net assets acquired

 

$

313,174

​
Schedule of pro-forma information (in thousands, except per unit data)

​

​

​

​

​

​

​

​

​

2022

​

     

2021

 

Sales

$

18,965,176

​

​

$

13,835,047

​

Net income

$

363,130

​

​

$

68,620

​

Net income attributable to common limited partners

$

342,140

​

​

$

52,830

​

Basic net income per common limited partner unit

$

10.08

​

​

$

1.56

​

Diluted net income per common limited partner unit

$

10.05

​

​

$

1.54

​

​
Tidewater Convenience, Inc  
Acquisitions  
Schedule of allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed

The following table presents the final allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

​

​

​

​

Assets purchased:

   

​

​

Inventory

​

$

1,004

Property and equipment

​

​

28,653

Right of use assets

​

​

638

Total identifiable assets purchased

​

​

30,295

Liabilities assumed:

​

​

​

Accrued expenses and other current liabilities

​

​

(908)

Environmental liabilities

​

​

(2,154)

Lease liability

​

​

(508)

Other non-current liabilities

​

​

(3,056)

Total liabilities assumed

​

​

(6,626)

Net identifiable assets acquired

​

​

23,669

Goodwill

​

​

16,651

Net assets acquired

​

$

40,320
v3.24.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2023
Leases  
Schedule of supplemental balance sheet information related to leases

The following table presents supplemental balance sheet information related to leases at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

Assets:

    

Balance Sheet Location

    

2023

    

2022

 

Right-of-use assets - operating

​

Right-of-use assets, net

​

$

252,849

​

$

288,142

​

​

​

​

​

​

​

​

​

​

​

Liabilities:

​

​

​

​

​

​

 

Current lease liability - operating

​

Lease liability - current portion

​

$

59,944

​

​

64,919

​

Noncurrent lease liability - operating

​

Lease liability - less current portion

​

​

200,195

​

​

231,427

​

Total lease liability

​

​

​

$

260,139

​

$

296,346

​
Schedule of components of lease cost

The following table presents the components of lease cost for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

Statement of operations location:

2023

    

2022

    

2021

 

Cost of sales (a)

$

44,895

​

$

45,125

​

$

42,435

​

Selling, general and administrative expenses

​

2,727

​

​

2,688

​

​

2,598

​

Operating expenses (b)

​

68,645

​

​

66,509

​

​

55,392

​

Total lease cost

$

116,267

​

$

114,322

​

$

100,425

​

(a)Includes short-term lease costs of $6.2 million, $6.2 million and $2.7 million for 2023, 2022 and 2021, respectively.
(b)Includes variable lease cost of $10.5 million, $11.3 million and $5.6 million for 2023, 2022 and 2021, respectively, and short-term leases costs which were immaterial for 2023, 2022 and 2021.
Schedule of minimum lease payments to be paid

The future minimum lease payments to be paid under operating leases in effect and included in the calculation of lease liabilities at December 31, 2023 were as follows (in thousands):

​

​

​

​

​

2024

​

$

71,228

​

2025

​

​

56,904

​

2026

​

​

49,972

​

2027

​

​

40,630

​

2028

    

​

22,549

​

Thereafter

​

 

84,289

​

Total lease payments

​

​

325,572

​

Less imputed interest

​

​

65,433

​

Total lease liabilities

​

$

260,139

​

Current portion

​

$

59,944

​

Long-term portion

​

​

200,195

​

Total lease liabilities

​

$

260,139

​
Schedule of components of lease revenue

The following table presents the components of lease revenue for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

Statement of operations location:

2023

    

2022

    

2021

 

Sales (a)(b)

$

83,534

​

$

81,926

​

​

77,401

​

(a)Lease revenue includes sub-lessor rental income from leased properties of $48.2 million, $46.5 million and $44.1 million for 2023, 2022 and 2021, respectively, where the Partnership is the lessee of the property.
(b)Includes variable lease revenue of $8.9 million, $8.1 million and $6.0 million for 2023, 2022 and 2021, respectively, and short-term lease revenue which was immaterial for 2023, 2022 and 2021.
Schedule of minimum lease payments to be received

The future minimum lease payments to be received under operating leases in effect at December 31, 2023 were as follows (in thousands):

​

​

​

​

​

2024

​

$

70,068

​

2025

​

​

39,463

​

2026

​

​

15,806

​

2027

    

​

4,319

​

2028

​

 

1,152

​

Thereafter

​

 

5,607

​

Total

​

$

136,415

​
Schedule of supplemental cash flow information related to leases The following table presents supplemental information related to leases for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

2023

    

2022

    

2021

 

Cash paid for amounts included in the measurement of lease liabilities

$

86,763

​

$

91,534

​

$

101,395

​

Right-of-use assets obtained in exchange for new lease liabilities

$

30,701

​

$

74,421

​

$

67,816

​

​
v3.24.0.1
Revenue from Contracts with Customers (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue from Contracts with Customers  
Schedule of disaggregation of revenue of contracts with customers by segment

The following table provides the disaggregation of revenue from contracts with customers and other sales by segment for the periods presented (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2023

 

Revenue from contracts with customers:

    

Wholesale

    

GDSO

    

Commercial

    

Total

 

Petroleum and related product sales

​

$

3,303,951

​

$

5,268,268

​

$

689,201

​

$

9,261,420

​

Station operations

​

 

—

​

 

490,942

​

 

—

​

 

490,942

​

Total revenue from contracts with customers

​

​

3,303,951

​

​

5,759,210

​

​

689,201

​

​

9,752,362

​

Other sales:

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue originating as physical forward contracts and exchanges

​

​

6,307,155

​

​

—

​

​

349,123

​

​

6,656,278

​

Revenue from leases

​

 

2,210

​

 

81,324

​

 

—

​

 

83,534

​

Total other sales

​

​

6,309,365

​

​

81,324

​

​

349,123

​

​

6,739,812

​

Total sales

​

$

9,613,316

​

$

5,840,534

​

$

1,038,324

​

$

16,492,174

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2022

 

Revenue from contracts with customers:

    

Wholesale

    

GDSO

    

Commercial

    

Total

 

Petroleum and related product sales

​

$

3,671,725

​

$

6,140,823

​

$

853,243

​

$

10,665,791

​

Station operations

​

 

—

​

 

480,455

​

 

—

​

 

480,455

​

Total revenue from contracts with customers

​

​

3,671,725

​

​

6,621,278

​

​

853,243

​

​

11,146,246

​

Other sales:

​

​

​

​

​

​

​

​

​

Revenue originating as physical forward contracts and exchanges

​

​

7,189,213

​

​

—

​

​

460,501

​

​

7,649,714

​

Revenue from leases

​

 

2,555

​

 

79,371

​

 

—

​

 

81,926

​

Total other sales

​

​

7,191,768

​

​

79,371

​

​

460,501

​

​

7,731,640

​

Total sales

​

$

10,863,493

​

$

6,700,649

​

$

1,313,744

​

$

18,877,886

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2021

 

Revenue from contracts with customers:

    

Wholesale

    

GDSO

    

Commercial

    

Total

 

Petroleum and related product sales

​

$

2,645,119

​

$

4,137,969

​

$

400,147

​

$

7,183,235

​

Station operations

​

 

—

​

 

401,302

​

 

—

​

 

401,302

​

Total revenue from contracts with customers

​

​

2,645,119

​

​

4,539,271

​

​

400,147

​

​

7,584,537

​

Other sales:

​

​

​

​

​

​

​

​

​

Revenue originating as physical forward contracts and exchanges

​

​

5,236,719

​

​

—

​

​

349,620

​

​

5,586,339

​

Revenue from leases

​

 

2,298

​

 

75,103

​

 

—

​

 

77,401

​

Total other sales

​

​

5,239,017

​

​

75,103

​

​

349,620

​

​

5,663,740

​

Total sales

​

$

7,884,136

​

$

4,614,374

​

$

749,767

​

$

13,248,277

​
v3.24.0.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets  
Schedule of changes in goodwill by segment

The following table presents changes in goodwill, all of which has been allocated to the GDSO segment (in thousands):

​

​

​

​

​

Balance at December 31, 2022

​

$

427,780

​

Acquisition (1)

​

​

1,500

​

Dispositions (2)

​

​

(65)

​

Balance at December 31, 2023

​

$

429,215

​

(1)Acquisition represents the recognition of goodwill associated with an immaterial acquisition of a company-operated gasoline station and convenience store operator.
(2)Dispositions represent derecognition of goodwill associated with the sale and disposition of certain assets (see Note 8).
Schedule of finite-lived components of intangible assets

Intangible assets consisted of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross

​

​

​

​

Net

​

​

​

​

​

Carrying

​

Accumulated

​

Intangible

​

Amortization

​

​

​

Amount

​

Amortization

​

Assets

​

Period

​

At December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

​

Intangible assets subject to amortization:

​

​

​

​

​

​

​

​

​

​

​

​

Terminalling services

​

$

26,365

​

$

(21,772)

​

$

4,593

 

20 years

​

Customer relationships

​

 

45,986

​

 

(43,370)

​

 

2,616

 

2-15 years

​

Supply contracts

​

 

97,269

​

 

(84,029)

​

 

13,240

 

5-10 years

​

Other intangible assets

​

 

5,995

​

 

(5,726)

​

 

269

 

2-20 years

​

Total intangible assets

​

$

175,615

​

$

(154,897)

​

$

20,718

​

​

​

At December 31, 2022

​

​

​

​

​

​

​

​

​

​

​

​

Intangible assets subject to amortization:

​

​

​

​

​

​

​

​

​

​

​

​

Terminalling services

​

$

26,365

​

$

(20,436)

​

$

5,929

 

20 years

​

Customer relationships

​

 

43,986

​

 

(42,935)

​

 

1,051

 

2-15 years

​

Supply contracts

​

 

97,269

​

 

(77,731)

​

 

19,538

 

5-10 years

​

Other intangible assets

​

 

5,995

​

 

(5,659)

​

 

336

 

2-20 years

​

Total intangible assets

​

$

173,615

​

$

(146,761)

​

$

26,854

​

​

​
Schedule of estimated annual intangible asset amortization expense for future years

The estimated annual intangible asset amortization expense for future years ending December 31 is as follows (in thousands):

​

​

​

​

​

2024

    

$

7,874

​

2025

​

 

4,612

​

2026

​

 

4,492

​

2027

​

 

2,869

​

2028

​

 

601

​

Thereafter

​

 

270

​

Total intangible assets

​

$

20,718

​

​
v3.24.0.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2023
Property and Equipment  
Schedule of components of property and equipment

Property and equipment consisted of the following at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

 

Buildings and improvements

​

$

1,738,122

​

$

1,441,893

​

Land

​

 

614,548

​

 

523,631

​

Fixtures and equipment

​

 

47,589

​

 

42,136

​

Idle plant assets

​

​

30,500

​

​

30,500

​

Construction in process

​

 

54,281

​

 

56,047

​

Capitalized internal use software

​

 

33,808

​

 

33,687

​

Total property and equipment

​

 

2,518,848

​

 

2,127,894

​

Less accumulated depreciation

​

 

1,005,303

​

 

909,723

​

Total

​

$

1,513,545

​

$

1,218,171

​
v3.24.0.1
Sale and Disposition of Assets (Tables)
 12 Months Ended
Dec. 31, 2023
Sale and Disposition of Assets  
Schedule of (gain) loss on sale and dispositions of assets

The following table provides the Partnership’s (gain) loss on sale and dispositions of assets for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

    

 

2023

    

2022

    

2021

 

Sale of Revere Terminal

​

​

$

—

​

$

(76,817)

​

$

—

​

Divestiture of retail gasoline stations

​

​

​

(3,303)

​

$

(4,578)

​

$

(702)

​

Loss on assets held for sale

​

​

​

826

​

​

1,617

​

​

—

​

Other

​

​

​

(149)

​

​

(95)

​

​

196

​

Total

​

​

$

(2,626)

​

$

(79,873)

​

$

(506)

​
v3.24.0.1
Debt and Financing Obligations (Tables)
 12 Months Ended
Dec. 31, 2023
Debt and Financing Obligations  
Schedule of total borrowings and availability under the Credit Agreement

The table below presents the total borrowings and availability under the Credit Agreement at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

    

2023

    

2022

 

Total available commitments

​

$

1,750,000

​

$

1,550,000

​

​

​

​

​

​

​

​

​

Working capital revolving credit facility-current portion

​

​

16,800

​

​

153,400

​

Working capital revolving credit facility-less current portion

​

​

—

​

​

—

​

Revolving credit facility

​

​

380,000

​

​

99,000

​

Total borrowings outstanding

​

​

396,800

​

​

252,400

​

​

​

​

​

​

​

​

​

Less outstanding letters of credit

​

​

220,156

​

​

181,400

​

​

​

​

​

​

​

​

​

Total remaining availability for borrowings and letters of credit (1)

​

$

1,133,044

​

$

1,116,200

​

(1)Subject to borrowing base limitations.
Schedule of cash flow supplemental information

The following table presents supplemental cash flow information related to the Credit Agreement for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

2023

  

2022

  

2021

 

Borrowings from working capital revolving credit facility

​

$

2,183,000

​

$

2,080,100

​

$

2,306,000

​

Payments on working capital revolving credit facility

​

​

(2,319,600)

​

​

(2,281,400)

​

​

(2,135,700)

​

Net (payments on) borrowings from working capital revolving credit facility

​

$

(136,600)

​

$

(201,300)

​

$

170,300

​

Borrowings from revolving credit facility

​

$

386,500

​

$

423,000

​

$

10,000

​

Payments on revolving credit facility

​

​

(105,500)

​

​

(367,400)

​

​

(88,600)

​

Net borrowings from (payments on) revolving credit facility

​

$

281,000

​

$

55,600

​

$

(78,600)

​
v3.24.0.1
Derivative Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2023
Derivative Financial Instruments  
Schedule of notional values of derivative instruments

​

​

​

​

​

​

​

​

Units (1)

    

Unit of Measure

 

Exchange-Traded Derivatives

​

​

​

​

​

Long

​

36,037

 

Thousands of barrels

​

Short

​

(37,756)

 

Thousands of barrels

​

​

​

​

​

​

​

OTC Derivatives (Petroleum/Ethanol)

​

​

​

​

​

Long

​

7,369

 

Thousands of barrels

​

Short

​

(5,139)

 

Thousands of barrels

​

(1)Number of open positions and gross notional values do not measure the Partnership’s risk of loss, quantify risk or represent assets or liabilities of the Partnership, but rather indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements.
Schedule of net gains and losses from derivatives recognized in consolidated statements of operations

The following table presents the gains and losses from the Partnership’s derivative instruments involved in fair value hedging relationships recognized in the consolidated statements of operations for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Statement of Gain (Loss)

​

​

​

​

​

​

​

​

​

 

​

​

Recognized in Income on

​

​

 

​

​

Derivatives

​

2023

​

2022

​

2021

 

Derivatives in fair value hedging relationship

    

    

    

​

    

    

​

    

    

​

    

​

Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products

 

Cost of sales

​

$

7,158

​

$

(32,088)

​

$

(19,648)

​

Hedged items in fair value hedge relationship

​

​

​

​

​

​

​

​

​

​

​

​

Physical inventory

 

Cost of sales

​

$

(15,320)

​

$

24,737

​

$

19,486

​
Schedule of the amount of gains and losses from derivatives not involved in a fair value hedging relationship or in a hedging relationship recognized in the consolidated statements of income

The following table presents the gains and losses from the Partnership’s derivative instruments not involved in a hedging relationship recognized in the consolidated statements of operations for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Statement of Gain (Loss)

​

​

​

​

​

​

​

​

​

​

Derivatives not designated as

​

Recognized in

​

​

​

hedging instruments

    

Income on Derivatives

    

2023

    

2022

    

2021

 

Commodity contracts

 

Cost of sales

​

$

1,803

​

$

29,002

​

$

3,227

​
Schedule of fair values of derivative instruments and location in consolidated balance sheets

The following table presents the fair value of each classification of the Partnership’s derivative instruments and its location in the consolidated balance sheets at December 31, 2023 and 2022 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

 

​

​

​

​

Derivatives

​

Derivatives Not

​

​

​

 

​

​

​

​

Designated as

​

Designated as

​

​

​

 

​

​

​

​

Hedging

​

Hedging

​

​

​

 

​

​

Balance Sheet Location

​

Instruments

​

Instruments

​

Total

 

Asset Derivatives:

    

    

    

​

    

    

​

    

    

​

    

​

Exchange-traded derivative contracts

 

Broker margin deposits

​

$

—

​

$

67,430

​

$

67,430

​

Forward derivative contracts (1)

 

Derivative assets

​

​

—

​

​

17,656

​

​

17,656

​

Total asset derivatives

​

​

​

$

—

​

$

85,086

​

$

85,086

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liability Derivatives:

​

                                                                  

​

​

​

​

​

​

​

​

​

​

Exchange-traded derivative contracts

 

Broker margin deposits

​

$

10,678

​

$

(44,687)

​

$

(34,009)

​

Forward derivative contracts (1)

​

Derivative liabilities

​

​

—

​

​

(4,987)

​

​

(4,987)

​

Total liability derivatives

​

​

​

$

10,678

​

$

(49,674)

​

$

(38,996)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2022

 

​

​

​

​

Derivatives

​

Derivatives Not

​

​

​

 

​

​

​

​

Designated as

​

Designated as

​

​

​

 

​

​

​

​

Hedging

​

Hedging

​

​

​

 

​

​

Balance Sheet Location

​

Instruments

​

Instruments

​

Total

 

Asset Derivatives:

    

    

    

​

    

    

​

    

    

​

    

​

Exchange-traded derivative contracts

 

Broker margin deposits

​

$

(11,517)

​

$

58,380

​

$

46,863

​

Forward derivative contracts (1)

 

Derivative assets

​

​

—

​

​

19,848

​

​

19,848

​

Total asset derivatives

​

​

​

$

(11,517)

​

$

78,228

​

$

66,711

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liability Derivatives:

​

                                                                  

​

​

​

​

​

​

​

​

​

​

Exchange-traded derivative contracts

​

Broker margin deposits

​

$

—

​

$

(51,974)

​

$

(51,974)

​

Forward derivative contracts (1)

 

Derivative liabilities

​

​

—

​

​

(17,680)

​

​

(17,680)

​

Total liability derivatives

​

​

​

$

—

​

$

(69,654)

​

$

(69,654)

​

(1)Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps.
v3.24.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2023
Fair Value Measurements  
Schedule of financial assets and financial liabilities measured at fair value on a recurring basis The following tables present, by level within the fair value hierarchy, the Partnership’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and 2022 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value at December 31, 2023

 

​

​

​

​

​

​

​

​

Cash Collateral 

​

​

​

 

​

    

Level 1

    

Level 2

    

Netting

    

Total

 

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Forward derivative contracts (1)

​

$

—

​

$

17,656

​

$

—

​

$

17,656

​

Exchange-traded/cleared derivative instruments (2)

​

 

33,421

​

 

—

​

 

(20,642)

​

 

12,779

​

Pension plans

​

 

19,113

​

 

—

​

 

—

​

 

19,113

​

Total assets

​

$

52,534

​

$

17,656

​

$

(20,642)

​

$

49,548

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Forward derivative contracts (1)

​

$

—

​

$

(4,987)

​

$

—

​

$

(4,987)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value at December 31, 2022

 

​

​

​

​

​

​

​

​

Cash Collateral 

​

​

​

 

​

    

Level 1

    

Level 2

    

Netting

    

Total

 

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Forward derivative contracts (1)

​

$

—

​

$

19,848

​

$

—

​

$

19,848

​

Exchange-traded/cleared derivative instruments (2)

​

 

(5,111)

​

 

—

​

 

28,542

​

 

23,431

​

Pension plans

​

 

18,257

​

 

—

​

 

—

​

 

18,257

​

Total assets

​

$

13,146

​

$

19,848

​

$

28,542

​

$

61,536

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Forward derivative contracts (1)

​

$

—

​

$

(17,680)

​

$

—

​

$

(17,680)

​

(1)Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps
(2)Amount includes the effect of cash balances on deposit with clearing brokers.

​
Carrying value and fair value of the Partnership's senior notes The fair values of the 2027 Notes and the 2029 Notes, estimated by observing market trading prices of the respective senior notes, were as follows at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023

​

2022

​

​

Face

​

Fair

​

Face

​

Fair

​

​

Value

​

Value

​

Value

​

Value

​

7.00% senior notes due 2027

$

400,000

​

$

390,516

​

$

400,000

​

$

379,000

​

6.875% senior notes due 2029

$

350,000

​

$

340,130

​

$

350,000

​

$

315,875

​
v3.24.0.1
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies  
Schedule of future minimum volume purchase requirements The following provides minimum volume purchase requirements at December 31, 2023 (in thousands of gallons):

​

​

​

​

​

2024

    

474,320

​

2025

 

248,145

​

2026

 

34,255

​

2027

 

21,305

​

2028

 

23,250

​

Thereafter

 

8,100

​

Total

 

809,375

​
Schedule of total future minimum payments under the agreement with non-cancellable terms of one year or more The following provides total future minimum payments under the agreement with non-cancellable terms of one year or more at December 31, 2023 (in thousands):

​

​

​

​

​

​

2024

    

$

9,000

​

2025

​

 

6,000

​

Total

​

$

15,000

​
v3.24.0.1
Trustee Taxes and Accrued Expenses and Other Current Liabilities (Tables)
 12 Months Ended
Dec. 31, 2023
Trustee Taxes and Accrued Expenses and Other Current Liabilities  
Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

    

2023

    

2022

 

Barging transportation, product storage and other ancillary cost accruals

​

$

50,135

​

$

36,264

​

Employee compensation

​

 

44,753

​

 

46,619

​

Accrued interest

​

 

23,938

​

 

23,581

​

Other

​

 

61,061

​

 

50,500

​

Total

​

$

179,887

​

$

156,964

​
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Taxes  
Reconciliation of the difference between the statutory federal income tax rate and the effective income tax rate

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Federal statutory income tax rate

 

21.0

%  

21.0

%  

21.0

%  

State income tax rate, net of federal tax benefit

 

1.7

%  

1.7

%  

1.9

%  

Derecognition of goodwill

​

—

%  

—

%  

0.1

%  

Partnership income not subject to tax

​

(17.7)

%  

(18.3)

%  

(20.8)

%  

Effective income tax rate

 

5.0

%  

4.4

%  

2.2

%  
Schedule of the components of the provision for income taxes

The following table presents the components of the provision for income taxes for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Current:

​

​

​

​

​

​

​

​

​

​

Federal

​

$

1,437

​

$

—

​

$

—

​

State

​

​

4,190

​

​

7,239

​

​

737

​

Total current

​

 

5,627

​

 

7,239

​

 

737

​

Deferred:

​

​

​

​

​

​

​

​

​

​

Federal

​

 

3,181

​

 

9,519

​

 

435

​

State

​

 

(672)

​

 

64

​

 

164

​

Total deferred

​

 

2,509

​

 

9,583

​

 

599

​

Total

​

$

8,136

​

$

16,822

​

$

1,336

​
Schedule of significant components of long-term deferred taxes

Significant components of long-term deferred taxes were as follows at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

    

2023

    

2022

 

Deferred Income Tax Assets

​

​

​

​

​

​

​

Accounts receivable allowances

​

$

406

​

$

369

​

Environmental liability

​

 

12,041

​

 

12,518

​

Asset retirement obligation

​

 

2,769

​

 

2,657

​

Deferred financing obligation

​

​

10,247

​

​

10,639

​

Lease liability

​

​

38,400

​

​

42,585

​

Other

​

 

3,619

​

 

6,466

​

Federal net operating loss carryforwards

​

 

5,521

​

 

11,091

​

State net operating loss carryforwards

​

 

433

​

 

384

​

Tax credit carryforward

​

 

1,709

​

 

1,343

​

Interest expense carryforwards

​

 

16,493

​

 

8,115

​

Total deferred tax assets, gross

​

​

91,638

​

​

96,167

​

Valuation allowance

​

​

(5,323)

​

​

(4,728)

​

Total deferred tax assets, net

​

$

86,315

​

$

91,439

​

Deferred Income Tax Liabilities

​

​

​

​

​

​

​

Property and equipment

​

$

(95,823)

​

$

(99,031)

​

Land

​

​

(17,675)

​

​

(17,861)

​

Right of use assets

​

​

(36,797)

​

​

(40,947)

​

Basis difference in SPR joint venture

​

​

(4,929)

​

​

—

​

Total deferred tax liabilities

​

$

(155,224)

​

$

(157,839)

​

Net deferred tax liabilities

​

$

(68,909)

​

$

(66,400)

​
Schedule of changes in the valuation allowance

The following table presents changes in the valuation allowance for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at

​

Current

​

Balance

​

​

​

Beginning

​

Period

​

at End

 

Description

​

of Period

​

Provision

​

of Period

 

Year ended December 31,  2023

​

​

​

​

​

​

​

​

​

​

Valuation allowance

​

$

4,728

​

$

595

​

$

5,323

​

Year ended December 31,  2022

​

​

​

​

​

​

​

​

​

​

Valuation allowance

​

$

4,231

​

$

497

​

$

4,728

​

Year ended December 31,  2021

​

​

​

​

​

​

​

​

​

​

Valuation allowance

​

$

3,881

​

$

350

​

$

4,231

​
Reconciliation of the differences between income before income tax (expense) benefit and income subject to income tax expense

The following presents a reconciliation of the differences between income before income tax expense and income subject to income tax expense for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Income before income tax expense

​

$

160,642

​

$

379,029

​

$

62,132

​

Less non—taxable income

​

 

136,182

​

 

330,902

​

 

61,862

​

Income subject to income tax expense

​

$

24,460

​

$

48,127

​

$

270

​
v3.24.0.1
Environmental Liabilities and Renewable Identification Numbers (RINs) (Tables)
 12 Months Ended
Dec. 31, 2023
Environmental Liabilities and Renewable Identification Numbers (RINs)  
Summary roll forward of the environmental liabilities

The following table presents a summary roll forward of the Partnership’s environmental liabilities, which were recorded on an undiscounted basis, at December 31, 2023 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Balance at

​

​

​

    

​

​

    

​

​

    

Other

    

Balance at

 

​

​

December 31,

​

Additions

​

Payments

​

Dispositions

​

Adjustments

​

December 31,

 

Environmental Liability Related to:

​

2022

​

2023

​

2023

​

2023

​

2023

​

2023

 

Retail gasoline stations

​

$

66,703

​

$

—

​

$

(2,903)

​

$

(457)

​

$

196

​

$

63,539

​

Terminals

​

 

1,932

​

 

10,774

​

 

(117)

​

 

—

​

 

21

​

 

12,610

​

Total environmental liabilities

​

$

68,635

​

$

10,774

​

$

(3,020)

​

$

(457)

​

$

217

​

$

76,149

​

Current portion

​

$

4,606

​

​

​

​

​

​

​

​

​

​

​

​

​

$

5,057

​

Long-term portion

​

 

64,029

​

​

​

​

​

​

​

​

​

​

​

​

​

 

71,092

​

Total environmental liabilities

​

$

68,635

​

​

​

​

​

​

​

​

​

​

​

​

​

$

76,149

​
v3.24.0.1
Employee Benefit Plans (Tables)
 12 Months Ended
Dec. 31, 2023
Employee Benefit Plans  
Schedule of plan's funded status and the total amounts recognized in the consolidated balance sheets

The following table presents each plan’s funded status and the total amounts recognized in the consolidated balance sheets at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31,  2023

 

​

    

Global

    

GMG

    

​

​

 

​

​

Pension Plan

​

Pension Plan

​

Total

 

Projected benefit obligation

​

$

11,496

​

$

3,151

​

$

14,647

​

Fair value of plan assets

​

 

14,979

​

 

4,134

​

 

19,113

​

Net pension asset

​

$

(3,483)

​

$

(983)

​

$

(4,466)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31,  2022

 

​

​

Global

​

GMG

​

​

​

​

    

Pension Plan

    

Pension Plan

    

Total

 

Projected benefit obligation

​

$

12,084

​

$

3,158

​

$

15,242

​

Fair value of plan assets

​

 

14,830

​

 

3,427

​

 

18,257

​

Net (pension asset) unfunded pension liability

​

$

(2,746)

​

$

(269)

​

$

(3,015)

​
Schedule of change in benefit obligation for the Pension Plans

The following presents the components of the net periodic change in benefit obligation for the Pension Plans for the years ended December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Benefit obligation at beginning of year

​

$

15,242

​

$

22,334

​

$

23,604

​

Interest cost

​

​

741

​

​

538

​

​

474

​

Actuarial gain

​

​

(12)

​

​

(6,210)

​

​

(724)

​

Benefits paid

​

​

(1,324)

​

​

(1,420)

​

​

(1,020)

​

Benefit obligation at end of year

​

$

14,647

​

$

15,242

​

$

22,334

​
Schedule of weighted-average actuarial assumptions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Global Pension Plan

​

GMG Pension Plan

​

​

    

2023

    

2022

    

2021

    

2023

    

2022

    

2021

 

Discount rate

​

4.9%

​

5.1%

​

2.6%

​

5.0%

​

5.3%

​

2.8%

​

Expected return on plan assets

​

4.8%

​

7.0%

​

7.0%

​

4.8%

​

7.0%

​

7.0%

​
Schedule of estimated future benefit payments

As discussed above, the Partnership expects to settle its obligations under the Pension Plans in 2024. The following presents the Pension Plans’ benefits as of December 31, 2023 to be paid in each of the next five fiscal years and in the aggregate for the next five fiscal years thereafter, in the event the Partnership is unable to complete the termination process and settlement (in thousands):

​

​

​

​

​

​

2024

​

$

1,746

 

2025

​

​

1,019

​

2026

​

​

1,561

​

2027

​

​

1,266

​

2028

​

​

1,402

​

2029—2033

​

​

5,874

​

Total

​

$

12,868

​
v3.24.0.1
Related-Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2023
Related-Party Transactions  
Schedule of receivables from related parties

Accounts receivable–affiliates consisted of the following at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

    

2023

    

2022

 

Receivables from the General Partner (1)

​

$

8,031

​

$

2,380

​

Receivables from Spring Partners Retail LLC (2)

​

​

111

​

​

—

​

Total

​

$

8,142

​

$

2,380

​

(1)Receivables from the General Partner reflect the Partnership’s prepayment of payroll taxes and payroll accruals to the General Partner and are due to the timing of the payroll obligations.
(2)Receivables from SPR reflect the Partnership’s payment of direct expenditures on behalf of SPR under the operations and maintenance agreement.
v3.24.0.1
Long-Term Incentive Plans (Tables)
 12 Months Ended
Dec. 31, 2023
Long-Term Incentive Plans  
Summary of the status of the non-vested phantom units

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-Vested Phantom Units

​

​

​

​

​

​

​

Weighted

​

​

​

​

​

​

Service-

​

Performance-

​

Average

​

​

​

 

​

​

Based

​

Based

​

Grant Date

​

Fair Value

 

​

​

Awards

​

Awards

​

Fair Value ($)

​

(in thousands)

 

Outstanding non—vested units at December 31, 2021

 

148,173

​

—

​

9.26

​

$

1,372

​

Granted

​

155,802

​

182,776

​

25.43

​

​

8,608

​

Vested

 

(148,173)

​

—

​

9.26

​

​

(1,372)

​

Forfeited

 

(7,890)

​

(10,520)

​

25.35

​

​

(467)

​

Outstanding non—vested units at December 31, 2022

 

147,912

​

172,256

​

25.43

​

$

8,141

​

Granted

​

282,777

​

303,062

​

32.52

​

​

19,052

​

Vested

 

(61,787)

​

—

​

25.76

​

​

(1,591)

​

Outstanding non—vested units at December 31, 2023

 

368,902

​

475,318

​

30.33

​

$

25,602

​
v3.24.0.1
Partners' Equity, Allocations and Cash Distributions (Tables)
 12 Months Ended
Dec. 31, 2023
Schedule of quarterly cash distributions to the unitholders and the General Partner based on target levels

​

​

​

​

​

​

​

​

​

​

​

​

​

Marginal Percentage

 

​

​

Total Quarterly Distribution

​

Interest in Distributions

 

​

​

Target Amount

​

Unitholders

​

General Partner

 

First Target Distribution

    

up to $0.4625

    

99.33

%  

0.67

%  

Second Target Distribution

 

above $0.4625 up to $0.5375

 

86.33

%  

13.67

%  

Third Target Distribution

 

above $0.5375 up to $0.6625

 

76.33

%  

23.67

%  

Thereafter

 

above $0.6625

 

51.33

%  

48.67

%  
Common Limited Partners  
Schedule of cash distributions made by the Partnership

The Partnership paid the following cash distributions to common unitholders during 2023, 2022 and 2021 (in thousands, except per unit data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the

    

Per Unit

    

​

​

    

​

​

    

​

​

    

​

​

 

Cash Distribution

​

Quarter

​

Cash

​

Common

​

General

​

Incentive

​

Total Cash

 

Payment Date

    

Ended

​

Distribution

​

Units

​

Partner

​

Distribution

​

Distribution

 

2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2/12/2021 (1)

​

12/31/20

​

$

0.5500

​

$

18,698

​

$

130

​

$

512

​

$

19,340

​

5/14/2021 (1)

​

03/31/21

​

 

0.5750

​

 

19,547

​

 

138

​

 

768

​

 

20,453

​

8/13/2021 (1)

​

06/30/21

​

 

0.5750

​

 

19,547

​

 

138

​

 

768

​

 

20,453

​

11/12/2021 (1)

​

09/30/21

​

 

0.5750

​

 

19,547

​

 

138

​

 

768

​

 

20,453

​

2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2/14/2022 (1)

​

12/31/21

​

$

0.5850

​

$

19,887

​

$

141

​

$

871

​

$

20,899

​

5/13/2022 (1)

​

03/31/22

​

 

0.5950

​

 

20,227

​

 

144

​

 

973

​

 

21,344

​

8/12/2022 (1)

​

06/30/22

​

 

0.6050

​

 

20,567

​

 

147

​

 

1,075

​

 

21,789

​

11/14/2022 (1)

​

09/30/22

​

 

0.6250

​

 

21,247

​

 

153

​

 

1,280

​

 

22,680

​

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2/14/2023 (2)

​

12/31/22

​

$

1.5725

​

$

53,458

​

$

569

​

$

1,383

​

$

55,410

​

5/15/2023 (1)

​

03/31/23

​

 

0.6550

​

 

22,267

​

 

162

​

 

1,587

​

 

24,016

​

8/14/2023 (3)

​

06/30/23

​

 

0.6750

​

 

22,947

​

 

169

​

 

2,062

​

 

25,178

​

11/14/2023 (3)

​

09/30/23

​

 

0.6850

​

 

23,287

​

 

174

​

 

2,380

​

 

25,841

​

(1)This distribution resulted in the Partnership reaching its third target level distribution for the respective quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution.
(2)This distribution consists of a quarterly distribution of $0.6350 per unit and a one-time special distribution of $0.9375 per unit. The quarterly distribution of $0.6350 per unit resulted in the Partnership reaching its third target level distribution for this quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution with respect to the $0.6350 per unit distribution. The General Partner agreed to waive its incentive distribution rights with respect to the special distribution.
(3)This distribution resulted in the Partnership exceeding its third target level distribution for the respective quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution.
Series A Preferred Limited Partners  
Schedule of cash distributions made by the Partnership

The Partnership paid the following cash distributions on the Series A Preferred Units during 2023, 2022 and 2021 (in thousands, except per unit data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the

​

Per Unit

​

​

​

​

​

​

Cash Distribution

​

Quarterly Period

​

Cash

​

Total Cash

​

​

 

Payment Date

    

Covering

​

Distribution

    

Distribution

​

Rate

 

2021

​

​

​

​

​

​

​

​

​

​

​

2/16/2021

​

11/15/20 - 2/14/21

​

$

0.609375

​

$

1,682

​

9.75%

​

5/17/2021

​

2/15/21 - 5/14/21

​

​

0.609375

​

​

1,682

​

9.75%

​

8/16/2021

​

5/15/21 - 8/14/21

​

​

0.609375

​

​

1,682

​

9.75%

​

11/15/2021

​

8/15/21 - 11/14/21

​

​

0.609375

​

​

1,682

​

9.75%

​

2022

​

​

​

​

​

​

​

​

​

​

​

2/15/2022

​

11/15/21 - 2/14/22

​

$

0.609375

​

$

1,682

​

9.75%

​

5/16/2022

​

2/15/22 - 5/14/22

​

​

0.609375

​

​

1,682

​

9.75%

​

8/15/2022

​

5/15/22 - 8/14/22

​

​

0.609375

​

​

1,682

​

9.75%

​

11/15/2022

​

8/15/22 - 11/14/22

​

​

0.609375

​

​

1,682

​

9.75%

​

2023

​

​

​

​

​

​

​

​

​

​

​

2/15/2023

​

11/15/22 - 2/14/23

​

$

0.609375

​

$

1,682

​

9.75%

​

5/15/2023

​

2/15/23 - 5/14/23

​

​

0.609375

​

​

1,682

​

9.75%

​

8/15/2023

​

5/15/23 - 8/14/23

​

​

0.609375

​

​

1,682

​

9.75%

​

11/15/2023

​

8/15/23 - 11/14/23

​

​

0.77501

​

​

2,139

​

12.40%

​
Series B Preferred Limited Partners  
Schedule of cash distributions made by the Partnership

The Partnership paid the following additional cash distributions on the Series B Preferred Units during 2023, 2022 and 2021 (in thousands, except per unit data):

​

​

​

​

​

​

​

​

​

​

​

​

For the

    

Per Unit

    

​

​

 

Cash Distribution

​

Quarterly Period

​

Cash

​

Total Cash

 

Payment Date

    

Covering

    

Distribution

    

Distribution

 

2021

​

​

​

​

​

​

​

​

​

8/16/2021

​

5/15/21 - 8/14/21

​

$

0.59375

​

$

1,781

​

11/15/2021

​

8/15/21 - 11/14/21

​

​

0.59375

​

​

1,781

​

2022

​

​

​

​

​

​

​

​

​

2/15/2022

​

11/15/21 - 2/14/22

​

$

0.59375

​

$

1,781

​

5/16/2022

​

2/15/22 - 5/14/22

​

​

0.59375

​

​

1,781

​

8/15/2022

​

5/15/22 - 8/14/22

​

​

0.59375

​

​

1,781

​

11/15/2022

​

8/15/22 - 11/14/22

​

​

0.59375

​

​

1,781

​

2023

​

​

​

​

​

​

​

​

​

2/15/2023

​

11/15/22 - 2/14/23

​

$

0.59375

​

$

1,781

​

5/15/2023

​

2/15/23 - 5/14/23

​

​

0.59375

​

​

1,781

​

8/15/2023

​

5/15/23 - 8/14/23

​

​

0.59375

​

​

1,781

​

11/15/2023

​

8/15/23 - 11/14/23

​

​

0.59375

​

​

1,781

​
v3.24.0.1
Segment Reporting (Tables)
 12 Months Ended
Dec. 31, 2023
Segment Reporting  
Summary of financial information for the reportable segments

Summarized financial information for the Partnership’s reportable segments for the years ended December 31 is presented in the table below (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Wholesale Segment:

​

​

​

​

​

​

​

​

​

​

Sales

​

​

​

​

​

​

​

​

​

​

Gasoline and gasoline blendstocks

​

$

5,897,428

​

$

6,408,184

​

$

5,357,128

​

Distillates and other oils (1)(2)

​

 

3,715,888

​

 

4,455,309

​

 

2,527,008

​

Total

​

$

9,613,316

​

$

10,863,493

​

$

7,884,136

​

Product margin

​

​

​

​

​

​

​

​

​

​

Gasoline and gasoline blendstocks

​

$

105,165

​

$

106,982

​

$

86,289

​

Distillates and other oils (1)(2)

​

 

96,747

​

 

180,715

​

 

52,584

​

Total

​

$

201,912

​

$

287,697

​

$

138,873

​

Gasoline Distribution and Station Operations Segment:

​

​

​

​

​

​

​

​

​

​

Sales

​

​

​

​

​

​

​

​

​

​

Gasoline

​

$

5,268,268

​

$

6,140,823

​

$

4,137,969

​

Station operations (3)

​

 

572,266

​

 

559,826

​

 

476,405

​

Total

​

$

5,840,534

​

$

6,700,649

​

$

4,614,374

​

Product margin

​

​

​

​

​

​

​

​

​

​

Gasoline

​

$

558,516

​

$

588,676

​

$

413,756

​

Station operations (3)

​

 

276,040

​

 

267,941

​

 

233,881

​

Total

​

$

834,556

​

$

856,617

​

$

647,637

​

Commercial Segment:

​

​

​

​

​

​

​

​

​

​

Sales

​

$

1,038,324

​

$

1,313,744

​

$

749,767

​

Product margin

​

$

31,722

​

$

40,973

​

$

15,604

​

Combined sales and Product margin:

​

​

​

​

​

​

​

​

​

​

Sales

​

$

16,492,174

​

$

18,877,886

​

$

13,248,277

​

Product margin (4)

​

$

1,068,190

​

$

1,185,287

​

$

802,114

​

Depreciation allocated to cost of sales

​

 

(94,550)

​

 

(87,638)

​

 

(82,851)

​

Combined gross profit

​

$

973,640

​

$

1,097,649

​

$

719,263

​

(1)Distillates and other oils (primarily residual oil and crude oil).
(2)Segment reporting results for 2022 and 2021 have been reclassified within the Wholesale segment to conform to the Partnership’s current presentation. Specifically, results from crude oil previously shown separately are included in distillates and other oils as results from crude oil are immaterial.
(3)Station operations consist of convenience store and prepared food sales, rental income and sundries.
(4)Product margin is a non-GAAP financial measure used by management and external users of the Partnership’s consolidated financial statements to assess its business. The table above includes a reconciliation of product margin on a combined basis to gross profit, a directly comparable GAAP measure.
Schedule of reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements

A reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements for the years ended December 31 is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

Combined gross profit

​

$

973,640

​

$

1,097,649

​

$

719,263

​

Operating costs and expenses not allocated to operating segments:

​

​

​

​

​

​

​

​

​

​

Selling, general and administrative expenses

​

 

273,733

​

 

263,112

​

 

212,878

​

Operating expenses

​

 

450,627

​

 

445,271

​

 

353,582

​

Amortization expense

​

​

8,136

​

​

8,851

​

​

10,711

​

Net gain on sale and disposition of assets

​

​

(2,626)

​

​

(79,873)

​

​

(506)

​

Long-lived asset impairment

​

​

—

​

​

—

​

​

380

​

Total operating costs and expenses

​

 

729,870

​

 

637,361

​

 

577,045

​

Operating income

​

 

243,770

​

 

460,288

​

 

142,218

​

Income from equity method investments

​

​

2,503

​

​

—

​

​

—

​

Interest expense

​

 

(85,631)

​

 

(81,259)

​

 

(80,086)

​

Income tax expense

​

 

(8,136)

​

 

(16,822)

​

 

(1,336)

​

Net income

​

$

152,506

​

$

362,207

​

$

60,796

​
Schedule of total assets by reportable segment

The table below presents total assets by reportable segment at December 31 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

 

Wholesale

​

 

Commercial

​

 

GDSO

​

 

Unallocated (1)

​

 

Total

December 31, 2023

   

$

856,326

   

$

—

   

$

1,910,058

   

$

679,627

   

$

3,446,011

December 31, 2022

   

$

738,995

   

$

—

   

$

1,944,135

   

$

477,755

   

$

3,160,885
v3.24.0.1
Net Income Per Common Limited Partner Unit (Tables)
 12 Months Ended
Dec. 31, 2023
Schedule of reconciliation of net income and the assumed allocation of net income (loss) to the limited partners' interest for purposes of computing net income per limited partner unit

The following table provides a reconciliation of net income and the assumed allocation of net income (loss) to the common limited partners (after deducting amounts allocated to preferred unitholders) for purposes of computing net income per common limited partner unit for the years presented (in thousands, except per unit data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2023

 

​

​

​

​

  

Common

  

General

  

​

​

 

​

​

​

​

​

Limited

​

Partner

​

​

​

 

Numerator:

​

Total

​

Partners

​

Interest

​

IDRs

 

Net income

​

$

152,506

​

$

142,598

​

$

9,908

​

$

—

​

Declared distribution

​

$

101,869

​

$

92,298

​

$

685

​

$

8,886

​

Assumed allocation of undistributed net income

​

 

50,637

​

 

50,300

​

 

337

​

 

—

​

Assumed allocation of net income

​

$

152,506

​

$

142,598

​

$

1,022

​

$

8,886

​

Less: Preferred limited partner interest in net income

​

​

​

​

​

14,559

​

​

​

​

​

​

​

Net income attributable to common limited partners

​

​

​

​

$

128,039

​

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic weighted average common units outstanding

​

​

​

​

 

33,970

​

​

​

​

​

​

​

Dilutive effect of phantom units

​

​

​

​

 

69

​

​

​

​

​

​

​

Diluted weighted average common units outstanding

​

​

​

​

 

34,039

​

​

​

​

​

​

​

Basic net income per common limited partner unit

​

​

​

​

$

3.77

​

​

​

​

​

​

​

Diluted net income per common limited partner unit

​

​

​

​

$

3.76

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2022

​

​

​

​

  

Common

  

General

  

​

​

​

​

​

​

​

Limited

​

Partner

​

​

​

Numerator:

​

Total

​

Partners

​

Interest

​

IDRs

Net income

​

$

362,207

​

$

355,069

​

$

7,138

​

$

—

Declared distribution

​

$

121,223

​

$

115,499

​

$

1,013

​

$

4,711

Assumed allocation of undistributed net income

​

 

240,984

​

 

239,570

​

 

1,414

​

 

—

Assumed allocation of net income

​

$

362,207

​

$

355,069

​

$

2,427

​

$

4,711

Less: Preferred limited partner interest in net income

​

​

​

​

​

13,852

​

​

​

​

​

​

Net income attributable to common limited partners

​

​

​

​

$

341,217

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Basic weighted average common units outstanding

​

​

​

​

 

33,935

​

​

​

​

​

​

Dilutive effect of phantom units

​

​

​

​

 

109

​

​

​

​

​

​

Diluted weighted average common units outstanding

​

​

​

​

 

34,044

​

​

​

​

​

​

Basic net income per common limited partner unit

​

​

​

​

$

10.06

​

​

​

​

​

​

Diluted net income per common limited partner unit

​

​

​

​

$

10.02

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2021

​

​

​

​

  

Common

  

General

  

​

​

​

​

​

​

​

Limited

​

Partner

​

​

​

Numerator:

​

Total

​

Partners

​

Interest

​

IDRs

Net income

​

$

60,796

​

$

57,215

​

$

3,581

​

$

—

Declared distribution

​

$

82,258

​

$

78,528

​

$

555

​

$

3,175

Assumed allocation of undistributed net loss

​

 

(21,462)

​

 

(21,313)

​

 

(149)

​

 

—

Assumed allocation of net income

​

$

60,796

​

$

57,215

​

$

406

​

$

3,175

Less: Preferred limited partner interest in net income

​

​

​

​

​

12,209

​

​

​

​

​

​

Net income attributable to common limited partners

​

​

​

​

$

45,006

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Basic weighted average common units outstanding

​

​

​

​

 

33,942

​

​

​

​

​

​

Dilutive effect of phantom units

​

​

​

​

 

336

​

​

​

​

​

​

Diluted weighted average common units outstanding

​

​

​

​

 

34,278

​

​

​

​

​

​

Basic net income per common limited partner unit

​

​

​

​

$

1.33

​

​

​

​

​

​

Diluted net income per common limited partner unit

​

​

​

​

$

1.31

​

​

​

​

​

​
Common Limited Partners  
Schedule of quarterly cash distributions on common units

​

​

​

​

​

​

​

​

​

​

    

Per Common Unit Cash

  

  

Distribution Declared for the

 

Cash Distribution Declaration Date

  

Distribution Declared

​

​

Quarterly Period Ended

 

4/25/2023

​

$

0.6550

​

​

3/31/2023

​

7/25/2023

​

$

0.6750

​

​

6/30/2023

​

10/24/2023

​

$

0.6850

​

​

9/30/2023

​

1/24/2024

​

$

0.7000

​

​

12/31/2023

​
Series A and Series B Preferred Units  
Schedule of quarterly cash distributions on common units

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Series A Preferred Units

    

Series B Preferred Units

    

​

​

 

Cash Distribution

​

Per Unit Cash

   

​

​

Per Unit Cash

   

​

​

Distribution Declared for the

​

​

Declaration Date

​

Distribution Declared

​

Rate

​

Distribution Declared

​

Rate

​

Quarterly Period Covering

​

 

4/17/2023

​

$

0.609375

​

9.75%

​

$

0.59375

​

9.50%

 

2/15/23 - 5/14/23

​

​

7/17/2023

​

$

0.609375

​

9.75%

​

$

0.59375

​

9.50%

​

5/15/23 - 8/14/23

​

​

10/16/2023

​

$

0.77501

​

12.40%

​

$

0.59375

​

9.50%

 

8/15/23 - 11/14/23

​

​

1/16/2024

​

$

0.77596

​

12.42%

​

$

0.59375

​

9.50%

​

11/15/23 - 2/14/24

​

​
v3.24.0.1
Changes in Accumulated Other Comprehensive Income (Loss) (Tables)
 12 Months Ended
Dec. 31, 2023
Changes in Accumulated Other Comprehensive Income  
Schedule of changes in accumulated other comprehensive income (loss)

The following table presents the changes in accumulated other comprehensive income (loss) by component (in thousands):

​

​

​

​

​

​

​

​

Pension

​

​

​

Plan

 

Balance at December 31, 2021

​

$

(1,902)

​

Other comprehensive income

​

 

2,403

​

Amount of (income) loss reclassified from accumulated other comprehensive income (loss)

​

 

(950)

​

Total comprehensive income

​

 

1,453

​

Balance at December 31, 2022

​

 

(449)

​

Other comprehensive income

​

 

361

​

Amount of (income) loss reclassified from accumulated other comprehensive income (loss)

​

 

469

​

Total comprehensive income

​

 

830

​

Balance at December 31, 2023

​

$

381

​
v3.24.0.1
Organization and Basis of Presentation (Details)
 12 Months Ended
Feb. 23, 2024
USD ($)
Dec. 07, 2023
USD ($)
Jun. 01, 2023
facility
May 02, 2023
Feb. 02, 2023
USD ($)
item
Dec. 15, 2022
USD ($)
item
Dec. 31, 2023
USD ($)
location
store
shares
Feb. 08, 2024
USD ($)
Feb. 05, 2024
USD ($)
Feb. 04, 2024
USD ($)
Jan. 18, 2024
USD ($)
Dec. 21, 2023
item
Dec. 06, 2023
USD ($)
Dec. 31, 2022
USD ($)
shares
Organization                            
Number of owned, leased and/or supplied gasoline stations             1,627              
Number of convenience stores | store             341              
Total available commitments             $ 1,750,000,000 $ 1,550,000,000           $ 1,550,000,000
Debt Instruments [Abstract]                            
Aggregate principal amount                     $ 450,000,000.0      
Number of reallocations | item         2                  
Spring Partners Retail LLC                            
Organization                            
Number of owned, leased and/or supplied gasoline stations | facility     64                      
Number of Gasoline Stations Operated by Affiliate | location             64              
Credit Agreement                            
Organization                            
Total available commitments   $ 1,750,000,000     $ 150,000,000.0   $ 1,750,000,000 $ 1,550,000,000 $ 0 $ 200,000,000.0     $ 1,550,000,000  
Interest rate margin (as a percent)       0.25%                    
Maximum period for aggregate working capital   364 days                        
Working Capital Facility                            
Organization                            
Amount of borrowing capacity reallocated to another credit facility                 300,000,000.0          
Total available commitments   $ 850,000,000.0     950,000,000.0   850,000,000   950,000,000.0          
Aggregate working capital   $ 200,000,000.0                        
Maximum period for aggregate working capital   364 days                        
Non Working Capital Facility                            
Organization                            
Amount of borrowing capacity reallocated to another credit facility   $ 300,000,000.0                        
Total available commitments   $ 900,000,000.0     $ 600,000,000.0   $ 900,000,000.0   $ 600,000,000.0          
Senior Notes 8.250 Percent Due 2032                            
Debt Instruments [Abstract]                            
Aggregate principal amount                     $ 450,000,000.0      
Stated interest rate (as a percent)                     8.25%      
Global Partners LP | Affiliates of general partner                            
Organization                            
Limited partner ownership interest (as a percent)             19.10%              
Gulf oil limited partnership target companies                            
Organization                            
Number of terminals acquired | item           5                
Debt Instruments [Abstract]                            
Purchase price $ 212,300,000         $ 273,000,000.0                
Motiva Enterprises LLC                            
Organization                            
Number of terminals acquired | item                       25    
Common Limited Partners                            
Organization                            
Number of units held | shares             33,882,357             33,937,519
Common Limited Partners | Affiliates of general partner                            
Organization                            
Number of units held | shares             6,478,995              
General Partner Interest | Global Partners LP                            
Organization                            
General partner interest (as a percent)             0.67%              
v3.24.0.1
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Summary of Significant Accounting Policies      
Accounts receivable outstanding less than 30 days, as a percent 99.00%    
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Accounts Receivable, Allowance for Credit Loss, Beginning Balance $ 3,062 $ 2,741 $ 2,555
Current period provision 358 256 (51)
Write-offs charged against allowance for credit losses (63) (156) (18)
Recoveries collected 3 221 255
Accounts Receivable, Allowance for Credit Loss, Ending Balance $ 3,360 $ 3,062 $ 2,741
v3.24.0.1
Summary of Significant Accounting Policies - Inventories (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Inventories    
Inventories $ 397,314 $ 566,731
Positive exchange balances 500 2,300
Negative exchange balances 29,800 24,300
Distillates: home heating oil, diesel and kerosene    
Inventories    
Inventories 154,890 205,076
Gasoline    
Inventories    
Inventories 134,749 160,386
Gasoline blendstocks    
Inventories    
Inventories 31,146 51,900
Residual Oil    
Inventories    
Inventories 45,774 112,457
Renewable identification numbers (RINs)    
Inventories    
Inventories 1,684 5,098
Convenience store inventory    
Inventories    
Inventories $ 29,071 29,566
Crude Oil    
Inventories    
Inventories   $ 2,248
v3.24.0.1
Summary of Significant Accounting Policies - Property and Equipment (Details)
Dec. 31, 2023
Gasoline stations | Minimum  
Property and Equipment  
Estimated useful life 15 years
Gasoline stations | Maximum  
Property and Equipment  
Estimated useful life 25 years
Buildings and improvements | Minimum  
Property and Equipment  
Estimated useful life 5 years
Buildings and improvements | Maximum  
Property and Equipment  
Estimated useful life 25 years
Gasoline station equipment  
Property and Equipment  
Estimated useful life 7 years
Fixtures, equipment and capitalized internal use software | Minimum  
Property and Equipment  
Estimated useful life 3 years
Fixtures, equipment and capitalized internal use software | Maximum  
Property and Equipment  
Estimated useful life 7 years
v3.24.0.1
Summary of Significant Accounting Policies - Intangibles and Impairment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Impairment Long-Lived Assets      
Goodwill, name of segment glp:GasolineDistributionAndStationOperationsSiteMember glp:GasolineDistributionAndStationOperationsSiteMember glp:GasolineDistributionAndStationOperationsSiteMember
Impairment of intangible assets $ 0 $ 0  
Minimum      
Intangibles      
Estimated economic useful life 2 years    
Maximum      
Intangibles      
Estimated economic useful life 20 years    
GDSO      
Impairment Long-Lived Assets      
Goodwill derecognized $ 65 5,500 $ 600
Impairment of intangible assets 400    
GDSO | GDSO      
Impairment Long-Lived Assets      
Impairment of goodwill $ 0 $ 0 $ 0
v3.24.0.1
Summary of Significant Accounting Policies - Environmental, ARO (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Asset Retirement Obligations    
Total assets retirement obligations $ 10.7 $ 10.1
v3.24.0.1
Summary of Significant Accounting Policies - Leases (Details) - item
 1 Months Ended 12 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2023
Leases      
Number of master unitary leasing agreements   3  
Number of sale-leaseback transactions   2  
Number of locations divested 30    
Lease, Practical Expedients, Package [true false]     true
Maximum      
Leases      
Renewal term     30 years
Gasoline stations | Minimum      
Leases      
Lease term     1 year
Gasoline stations | Maximum      
Leases      
Lease term     20 years
Terminal lease arrangements | Minimum      
Leases      
Lease term     1 year
Terminal lease arrangements | Maximum      
Leases      
Lease term     20 years
Dedicated storage facility leases | Minimum      
Leases      
Lease term     10 years
Barge and railcar equipment leases | Minimum      
Leases      
Lease term     1 year
Barge and railcar equipment leases | Maximum      
Leases      
Lease term     10 years
Office space leases | Minimum      
Leases      
Lease term     1 year
Office space leases | Maximum      
Leases      
Lease term     12 years
Computer equipment, convenience store equipment and automobile leases | Minimum      
Leases      
Lease term     1 year
Computer equipment, convenience store equipment and automobile leases | Maximum      
Leases      
Lease term     10 years
v3.24.0.1
Summary of Significant Accounting Policies - Taxes (Details)
 12 Months Ended
Dec. 31, 2023
item
Income Taxes  
Number of wholly owned subsidiaries which are taxable for federal and state income tax purposes 1
v3.24.0.1
Summary of Significant Accounting Policies - Risk (Details) - Product
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Sales Revenue      
Concentration of Risk      
Percentage of consolidated total 100.00% 100.00% 100.00%
Sales Revenue | Gasoline sales: gasoline and gasoline blendstocks (such as ethanol)      
Concentration of Risk      
Percentage of consolidated total 68.00% 67.00% 72.00%
Sales Revenue | Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales      
Concentration of Risk      
Percentage of consolidated total 28.00% 30.00% 25.00%
Sales Revenue | Convenience store and prepared food sales, rental income and sundries      
Concentration of Risk      
Percentage of consolidated total 4.00% 3.00% 3.00%
Product Margin      
Concentration of Risk      
Percentage of consolidated total 100.00% 100.00% 100.00%
Product Margin | Wholesale      
Concentration of Risk      
Percentage of consolidated total 19.00% 24.00% 17.00%
Product Margin | GDSO      
Concentration of Risk      
Percentage of consolidated total 78.00% 72.00% 81.00%
Product Margin | Commercial      
Concentration of Risk      
Percentage of consolidated total 3.00% 4.00% 2.00%
v3.24.0.1
Summary of Significant Accounting Policies - Derivatives (Details)
 12 Months Ended
Dec. 31, 2023
bbl
Derivatives not designated as hedging instruments | Commodity contracts | Maximum  
Derivative Financial Instruments  
Aggregate units of products in a controlled trading program 250,000
v3.24.0.1
Acquisitions (Details)
$ in Thousands
 3 Months Ended 11 Months Ended 12 Months Ended
Dec. 21, 2023
USD ($)
item
Sep. 20, 2022
USD ($)
site
store
Feb. 01, 2022
USD ($)
store
site
Jan. 25, 2022
USD ($)
store
Dec. 31, 2022
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2023
USD ($)
store
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Acquisitions                    
Sales               $ 16,492,174 $ 18,877,886 $ 13,248,277
Number of convenience stores | store               341    
Acquisition of terminals from Motiva Enterprises LLC                    
Acquisitions                    
Number of terminals acquired | item 25                  
Aggregate shell capacity 8,400                  
Consideration Transferred $ 313,200             $ 4,000    
Estimated economic useful life 5 years                  
Tidewater Convenience, Inc                    
Acquisitions                    
Acquisition related costs incurred                 600  
Sales         $ 19,900          
Number of convenience stores | store   14                
Purchase price   $ 40,300                
Number of fuel sites owned or leased | site   1                
Miller Oil                    
Acquisitions                    
Number of sites under fuel supply agreements | site     34              
Acquisition related costs incurred                 1,000  
Sales             $ 181,600      
Number of convenience stores | store     21              
Purchase price     $ 60,100              
Number of fuel sites owned or leased | site     2              
Consumers Petroleum                    
Acquisitions                    
Number of sites under fuel supply agreements | store       22            
Acquisition related costs incurred                 $ 1,200  
Sales           $ 283,200        
Number of convenience stores | store       26            
Purchase price       $ 154,700            
v3.24.0.1
Acquisitions - Asset Acquisition (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 21, 2023
Dec. 31, 2022
Assets acquired:      
Inventories $ 397,314   $ 566,731
Property and equipment 1,513,545   1,218,171
Right of use assets, net 252,849   288,142
Intangible assets 20,718   26,854
Total assets 3,446,011   3,160,885
Liabilities assumed:      
Environmental liabilities (71,092)   (64,029)
Lease liability (200,195)   (231,427)
Total liabilities assumed $ (2,645,351)   $ (2,372,441)
Acquisition of terminals from Motiva Enterprises LLC      
Assets acquired:      
Inventories   $ 3,374  
Property and equipment   318,574  
Right of use assets, net   151  
Intangible assets   2,000  
Total assets   324,099  
Liabilities assumed:      
Environmental liabilities   (10,774)  
Lease liability   (151)  
Total liabilities assumed   (10,925)  
Net assets acquired   $ 313,174  
v3.24.0.1
Acquisitions - Business Combinations (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Sep. 20, 2022
Liabilities assumed:      
Goodwill $ 429,215 $ 427,780  
Tidewater Convenience, Inc      
Assets purchased:      
Inventory     $ 1,004
Property and equipment     28,653
Right of use assets     638
Total identifiable assets purchased     30,295
Liabilities assumed:      
Accrued expenses and other current liabilities     (908)
Environmental liabilities     (2,154)
Lease liability     (508)
Other non-current liabilities     (3,056)
Total liabilities assumed     (6,626)
Net identifiable assets acquired     23,669
Goodwill     16,651
Net assets acquired     $ 40,320
v3.24.0.1
Acquisitions - Supplemental Pro Forma Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Business Acquisition, Pro Forma Information [Abstract]    
Sales $ 18,965,176 $ 13,835,047
Net income 363,130 68,620
Net income attributable to common limited partners $ 342,140 $ 52,830
Basic net income per common limited partner unit $ 10.08 $ 1.56
Diluted net income per common limited partner unit $ 10.05 $ 1.54
v3.24.0.1
Leases - Balance Sheet (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Assets and Liabilities, Lessee [Abstract]    
Right-of-use assets - operating $ 252,849 $ 288,142
Current lease liability - operating 59,944 64,919
Noncurrent lease liability - operating 200,195 231,427
Total lease liability $ 260,139 $ 296,346
v3.24.0.1
Leases - Lease costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Lease, Cost [Abstract]      
Total lease cost $ 116,267 $ 114,322 $ 100,425
Short-term lease costs 6,200 6,200 2,700
Variable lease cost 10,500 11,300 5,600
Cost of sales      
Lease, Cost [Abstract]      
Total lease cost 44,895 45,125 42,435
Selling, general and administrative expenses      
Lease, Cost [Abstract]      
Total lease cost 2,727 2,688 2,598
Operating expenses      
Lease, Cost [Abstract]      
Total lease cost $ 68,645 $ 66,509 $ 55,392
v3.24.0.1
Leases - Lease maturities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Lessee, Operating Lease, Liability, Payment, Due [Abstract]    
2024 $ 71,228  
2025 56,904  
2026 49,972  
2027 40,630  
2028 22,549  
Thereafter 84,289  
Total lease payments 325,572  
Less: imputed interest 65,433  
Total lease liability 260,139 $ 296,346
Lease liability-current portion 59,944 64,919
Lease liability-less current portion 200,195 $ 231,427
Liability for leases reasonably expected to be extended 20,400  
Liability not fixed at commencement 4,800  
Minimum lease payments for short term leases $ 5,100  
v3.24.0.1
Leases - Lessor revenue and maturities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income and Expenses, Lessor [Abstract]      
Revenue from leases $ 83,534 $ 81,926 $ 77,401
Operating Lease, Income, Comprehensive Income [Extensible List] Revenues Revenues Revenues
Sub-lessor rental income $ 48,200 $ 46,500 $ 44,100
Variable lease revenue 8,900 $ 8,100 $ 6,000
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]      
2024 70,068    
2025 39,463    
2026 15,806    
2027 4,319    
2028 1,152    
Thereafter 5,607    
Total $ 136,415    
v3.24.0.1
Leases - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash Flow, Operating Activities, Lessee [Abstract]      
Weighted average remaining non-cancellable lease term 6 years 7 months 6 days    
Weighted average discount rate 6.40%    
Cash paid for amounts included in the measurement of lease liabilities $ 86,763 $ 91,534 $ 101,395
Right of use assets obtained in exchange for new lease liabilities $ 30,701 $ 74,421 $ 67,816
v3.24.0.1
Revenue from Contracts with Customers (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers $ 9,752,362 $ 11,146,246 $ 7,584,537
Revenue originating as physical forward contracts and exchanges 6,656,278 7,649,714 5,586,339
Revenue from leases $ 83,534 $ 81,926 $ 77,401
Operating Lease, Income, Comprehensive Income [Extensible List] Total sales Total sales Total sales
Total other sales $ 6,739,812 $ 7,731,640 $ 5,663,740
Total sales $ 16,492,174 18,877,886 13,248,277
Revenue, Remaining Performance Obligation, Optional Exemption, Variable Consideration [true false] true    
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]      
Contract liabilities $ 0 0  
Minimum      
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]      
Payment terms 2 days    
Maximum      
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]      
Payment terms 30 days    
Petroleum and related product sales      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers $ 9,261,420 10,665,791 7,183,235
Station operations      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 490,942 480,455 401,302
Wholesale      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 3,303,951 3,671,725 2,645,119
Revenue originating as physical forward contracts and exchanges 6,307,155 7,189,213 5,236,719
Revenue from leases 2,210 2,555 2,298
Total other sales 6,309,365 7,191,768 5,239,017
Total sales 9,613,316 10,863,493 7,884,136
Wholesale | Petroleum and related product sales      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 3,303,951 3,671,725 2,645,119
GDSO      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 5,759,210 6,621,278 4,539,271
Revenue from leases 81,324 79,371 75,103
Total other sales 81,324 79,371 75,103
Total sales 5,840,534 6,700,649 4,614,374
GDSO | Petroleum and related product sales      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 5,268,268 6,140,823 4,137,969
GDSO | Station operations      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 490,942 480,455 401,302
Total sales 572,266 559,826 476,405
Commercial      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 689,201 853,243 400,147
Revenue originating as physical forward contracts and exchanges 349,123 460,501 349,620
Total other sales 349,123 460,501 349,620
Total sales 1,038,324 1,313,744 749,767
Commercial | Petroleum and related product sales      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers $ 689,201 $ 853,243 $ 400,147
v3.24.0.1
Goodwill and Intangible Assets - Changes In Goodwill By Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Roll forward of the Partnership's goodwill      
Goodwill $ 427,780    
Goodwill 429,215 $ 427,780  
GDSO      
Roll forward of the Partnership's goodwill      
Goodwill 427,780    
Acquisition 1,500    
Dispositions (65) (5,500) $ (600)
Goodwill $ 429,215 $ 427,780  
v3.24.0.1
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount $ 175,615 $ 173,615
Accumulated amortization (154,897) (146,761)
Net intangible assets 20,718 26,854
Terminalling services    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 26,365 26,365
Accumulated amortization (21,772) (20,436)
Net intangible assets $ 4,593 $ 5,929
Amortization Period 20 years 20 years
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount $ 45,986 $ 43,986
Accumulated amortization (43,370) (42,935)
Net intangible assets 2,616 1,051
Supply contracts    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 97,269 97,269
Accumulated amortization (84,029) (77,731)
Net intangible assets 13,240 19,538
Other intangible assets    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 5,995 5,995
Accumulated amortization (5,726) (5,659)
Net intangible assets $ 269 $ 336
Minimum    
Finite-Lived Intangible Assets [Line Items]    
Amortization Period 2 years  
Minimum | Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Amortization Period 2 years 2 years
Minimum | Supply contracts    
Finite-Lived Intangible Assets [Line Items]    
Amortization Period 5 years 5 years
Minimum | Other intangible assets    
Finite-Lived Intangible Assets [Line Items]    
Amortization Period 2 years 2 years
Maximum    
Finite-Lived Intangible Assets [Line Items]    
Amortization Period 20 years  
Maximum | Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Amortization Period 15 years 15 years
Maximum | Supply contracts    
Finite-Lived Intangible Assets [Line Items]    
Amortization Period 10 years 10 years
Maximum | Other intangible assets    
Finite-Lived Intangible Assets [Line Items]    
Amortization Period 20 years 20 years
v3.24.0.1
Goodwill and Intangible Assets- Amortization expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Intangible Assets      
Aggregate amortization expense $ 8,136 $ 8,851 $ 10,711
Estimated annual intangible asset amortization expense      
2024 7,874    
2025 4,612    
2026 4,492    
2027 2,869    
2028 601    
Thereafter 270    
Net intangible assets $ 20,718 $ 26,854  
v3.24.0.1
Property and Equipment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Property and Equipment      
Total property and equipment $ 2,518,848 $ 2,127,894  
Less accumulated depreciation 1,005,303 909,723  
Total 1,513,545 1,218,171  
Long-lived assets subject to impairment 38,000    
Cost of sales      
Property and Equipment      
Depreciation 94,500 87,600 $ 82,900
Selling, general and administrative expenses      
Property and Equipment      
Depreciation 7,400 8,300 $ 8,700
Buildings and improvements      
Property and Equipment      
Total property and equipment 1,738,122 1,441,893  
Land      
Property and Equipment      
Total property and equipment 614,548 523,631  
Fixtures and equipment      
Property and Equipment      
Total property and equipment 47,589 42,136  
Idle Plant Assets      
Property and Equipment      
Total property and equipment 30,500 30,500  
Total 30,500 30,500  
Construction in process      
Property and Equipment      
Total property and equipment 54,281 56,047  
Retail Gasoline Stations      
Property and Equipment      
Total property and equipment 35,200 44,100  
Assets held for sale 20,300 5,300  
Capitalized internal use software      
Property and Equipment      
Total property and equipment 33,808 33,687  
Terminal expansion and upgrades      
Property and Equipment      
Total property and equipment $ 19,100 $ 11,900  
v3.24.0.1
Sale and Disposition of Assets (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Jun. 28, 2022
USD ($)
Jun. 30, 2016
item
Dec. 31, 2023
USD ($)
site
item
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Sale and Disposition of Assets          
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]       Net loss (gain) on sale and disposition of assets Net loss (gain) on sale and disposition of assets
Loss on assets held for sale     $ 826 $ 1,617  
Other     (149) (95) $ 196
Net loss (gain) on sale and disposition of assets     $ (2,626) $ (79,873) $ (506)
Number of locations divested | item   30      
Number of sites classified as held for sale | item     27    
Loss on impairment of assets     $ 800    
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]       Asset Impairment Charges Asset Impairment Charges
Revere Ma Owner LLC          
Sale and Disposition of Assets          
Gain (loss) on sale of oil and gas property       $ (76,817)  
Gross proceeds $ 150,000        
GDSO          
Sale and Disposition of Assets          
Goodwill derecognized     65 5,500 $ 600
Periodic Divestiture Of Gasoline Stations (Member)          
Sale and Disposition of Assets          
Loss on impairment of assets       1,600 0
Periodic Divestiture Of Gasoline Stations (Member) | GDSO          
Sale and Disposition of Assets          
(Gain) loss on sale and divestitures     (3,303) (4,578) (702)
Real Estate Firm Coordinated Sale [Member]          
Sale and Disposition of Assets          
Goodwill derecognized     $ 100    
Real Estate Firm Coordinated Sale [Member] | GDSO          
Sale and Disposition of Assets          
Number of locations divested | site     16    
Goodwill derecognized       5,500 600
Real Estate Firm Coordinated Sale [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]          
Sale and Disposition of Assets          
Gain/loss on strategic asset sale     $ 3,300 4,600 $ 700
Retail Gasoline Station Assets [Member]          
Sale and Disposition of Assets          
Assets held for sale     $ 20,300 $ 5,300  
v3.24.0.1
Debt and Financing Obligations - Credit Facility (Details)
$ in Thousands
 12 Months Ended
Dec. 07, 2023
USD ($)
May 02, 2023
Feb. 02, 2023
USD ($)
item
Dec. 31, 2023
USD ($)
item
Dec. 31, 2022
USD ($)
Dec. 31, 2021
Feb. 08, 2024
USD ($)
Feb. 05, 2024
USD ($)
Feb. 04, 2024
USD ($)
Dec. 06, 2023
USD ($)
Debt and Financing Obligations                    
Total available commitments       $ 1,750,000 $ 1,550,000   $ 1,550,000      
Number of reallocations | item     2              
Working capital revolving credit facility-current portion       16,800 153,400          
Revolving credit facility       380,000 99,000          
Total borrowings outstanding       396,800 252,400          
Less outstanding letters of credit       220,156 181,400          
Total remaining availability for borrowings and letters of credit       1,133,044 $ 1,116,200          
Credit Agreement                    
Debt and Financing Obligations                    
Total available commitments $ 1,750,000   $ 150,000 $ 1,750,000     $ 1,550,000 $ 0 $ 200,000 $ 1,550,000
Interest rate margin (as a percent)   0.25%                
Maximum period for aggregate working capital 364 days                  
Number of line of credit facilities | item       2            
Average interest rates (as a percent)       7.20% 3.70% 2.40%        
Total available commitments including accordion       $ 1,850,000            
Cap on repayment of junior indebtedness       $ 100,000            
Credit Agreement | Maximum                    
Debt and Financing Obligations                    
Commitment fee on the unused portion (as a percent)       0.50%            
Credit Agreement | Minimum                    
Debt and Financing Obligations                    
Commitment fee on the unused portion (as a percent)       0.35%            
Working Capital Facility                    
Debt and Financing Obligations                    
Total available commitments $ 850,000   950,000 $ 850,000       950,000    
Aggregate working capital $ 200,000                  
Maximum period for aggregate working capital 364 days                  
Amount of borrowing capacity reallocated to another credit facility               300,000    
Long-term portion       $ 0            
Working Capital Facility | Base rate | Maximum                    
Debt and Financing Obligations                    
Interest rate margin (as a percent)       1.50%            
Working Capital Facility | Base rate | Minimum                    
Debt and Financing Obligations                    
Interest rate margin (as a percent)       1.00%            
Working Capital Facility | SOFR                    
Debt and Financing Obligations                    
Interest rate margin (as a percent)       0.10%            
Working Capital Facility | SOFR | Maximum                    
Debt and Financing Obligations                    
Interest rate margin (as a percent)       2.50%            
Working Capital Facility | SOFR | Minimum                    
Debt and Financing Obligations                    
Interest rate margin (as a percent)       2.00%            
Non Working Capital Facility                    
Debt and Financing Obligations                    
Total available commitments $ 900,000   $ 600,000 $ 900,000       $ 600,000    
Amount of borrowing capacity reallocated to another credit facility $ 300,000                  
Non Working Capital Facility | Base rate | Maximum                    
Debt and Financing Obligations                    
Interest rate margin (as a percent)       2.00%            
Non Working Capital Facility | Base rate | Minimum                    
Debt and Financing Obligations                    
Interest rate margin (as a percent)       1.00%            
Non Working Capital Facility | SOFR                    
Debt and Financing Obligations                    
Interest rate margin (as a percent)       0.10%            
Non Working Capital Facility | SOFR | Maximum                    
Debt and Financing Obligations                    
Interest rate margin (as a percent)       3.00%            
Non Working Capital Facility | SOFR | Minimum                    
Debt and Financing Obligations                    
Interest rate margin (as a percent)       2.00%            
Credit Facility Accordion Feature                    
Debt and Financing Obligations                    
Total available commitments       $ 300,000            
Accordion, minimum draw       25,000            
General Secured Indebtedness Basket                    
Debt and Financing Obligations                    
Total available commitments       25,000            
General Investment Basket                    
Debt and Financing Obligations                    
Total available commitments       25,000            
Secured Indebtedness                    
Debt and Financing Obligations                    
Total available commitments       75,000            
Credit Facility Swingline Feature                    
Debt and Financing Obligations                    
Total available commitments       75,000            
Sale Leaseback Transaction                    
Debt and Financing Obligations                    
Total available commitments       100,000            
Basket For Purchase Of Common Units Of Partnership                    
Debt and Financing Obligations                    
Total available commitments       $ 150,000            
v3.24.0.1
Debt and Financing Obligations - Deferred Financing Fees, Supplemental Cash Flow (Details) - USD ($)
$ in Thousands
 12 Months Ended
May 02, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Financing Obligations        
Unamortized fees   $ 20,000 $ 14,400  
Amortization expenses   5,651 5,432 $ 5,031
Sale-lease transactions | Sale Leaseback Sites        
Financing Obligations        
Unamortized fees   500 600  
Credit Agreement        
Financing Obligations        
Deferred financing fees capitalized   11,700    
Unamortized fees   12,200 4,800  
Interest rate margin (as a percent) 0.25%      
Write-off of a portion of the original issue discount and deferred financing fees   500    
Working Capital Facility        
Supplemental Cash Flow Information [Abstract]        
Borrowing from credit facility   2,183,000 2,080,100 2,306,000
Payments on credit facility   (2,319,600) (2,281,400) (2,135,700)
Net (payments on) borrowings from credit facility   (136,600) (201,300) 170,300
Non Working Capital Facility        
Supplemental Cash Flow Information [Abstract]        
Borrowing from credit facility   386,500 423,000 10,000
Payments on credit facility   (105,500) (367,400) (88,600)
Net (payments on) borrowings from credit facility   281,000 55,600 $ (78,600)
Senior Notes        
Financing Obligations        
Unamortized fees   $ 7,300 $ 9,000  
v3.24.0.1
Debt and Financing Obligations - Notes (Details) - USD ($)
$ in Thousands
Jan. 18, 2024
Oct. 07, 2020
Jul. 31, 2019
Dec. 31, 2023
Dec. 31, 2022
Aug. 30, 2019
Debt and Financing Obligations            
Aggregate principal amount $ 450,000          
Senior Notes 6.25 Percent Due 2022            
Debt and Financing Obligations            
Stated interest rate (as a percent)           6.25%
Senior Notes 6.875 Percent Due 2029            
Debt and Financing Obligations            
Aggregate principal amount   $ 350,000   $ 350,000 $ 350,000  
Stated interest rate (as a percent)   6.875%   6.875%    
Minimum percentage of principal amount held by trustee or the holders to declare notes due and payable   25.00%        
Indebtedness unpaid or accelerated debt triggering debt default   $ 50,000        
Period for payment of default   60 days        
Senior Notes 6.875 Percent Due 2029 | Redemption Period, 1st 12 month period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount   103.438%        
Senior Notes 6.875 Percent Due 2029 | Redemption Period. 2nd 12 month period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount   102.292%        
Senior Notes 6.875 Percent Due 2029 | Redemption Period, 3rd 12 month period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount   101.146%        
Senior Notes 6.875 Percent Due 2029 | Redemption Period, last period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount   100.00%        
Senior Notes 7.00 Percent Due 2023            
Debt and Financing Obligations            
Stated interest rate (as a percent)     7.00%      
Senior Notes 7.00 Percent Due 2027            
Debt and Financing Obligations            
Aggregate principal amount     $ 400,000 $ 400,000 $ 400,000  
Stated interest rate (as a percent)     7.00% 7.00%    
Minimum percentage of principal amount held by trustee or the holders to declare notes due and payable     25.00%      
Indebtedness unpaid or accelerated debt triggering debt default     $ 50,000      
Period for payment of default     60 days      
Senior Notes 7.00 Percent Due 2027 | Redemption Period, 1st 12 month period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount     102.333%      
Senior Notes 7.00 Percent Due 2027 | Redemption Period. 2nd 12 month period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount     101.167%      
Senior Notes 7.00 Percent Due 2027 | Redemption Period, 3rd 12 month period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount     100.00%      
Senior Notes 8.250 Percent Due 2032            
Debt and Financing Obligations            
Aggregate principal amount $ 450,000          
Stated interest rate (as a percent) 8.25%          
Minimum percentage of principal amount held by trustee or the holders to declare notes due and payable 25.00%          
Percentage of principal amount that the Partnership may redeem 35.00%          
Indebtedness unpaid or accelerated debt triggering debt default $ 50,000          
Period for payment of default 60 days          
Senior Notes 8.250 Percent Due 2032 | Redemption Period, 1st 12 month period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount 108.25%          
Senior Notes 8.250 Percent Due 2032 | Redemption Period. 2nd 12 month period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount 104.125%          
Senior Notes 8.250 Percent Due 2032 | Redemption Period, 3rd 12 month period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount 102.063%          
Senior Notes 8.250 Percent Due 2032 | Redemption Period, 4th 12 month period            
Debt and Financing Obligations            
Redemption price as a percentage of principal amount 100.00%          
v3.24.0.1
Debt and Financing Obligations - Financing Obligations (Details)
$ in Thousands
 12 Months Ended
Jun. 29, 2016
USD ($)
location
Jun. 01, 2015
USD ($)
item
Dec. 31, 2023
USD ($)
item
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Financing Obligations          
Financing obligations     $ 138,485 $ 141,784  
Number of locations acquired | item   53      
Net gain on sale and disposition of assets     (2,626) (79,873) $ (506)
Sale Leaseback Sites          
Financing Obligations          
Financing obligations $ 62,500   60,500    
Lease rental payments     4,900 4,800 4,700
Number of sites under financing obligation | location 30        
Net gain on sale and disposition of assets     $ 0    
Number of 5-year options | item     2    
Number of 10-year options | item     1    
Capitol Petroleum Group          
Financing Obligations          
Financing obligations   $ 89,600 $ 81,300    
Number of sale-leaseback transactions | item   2      
Interest expense     8,800 9,000 9,200
Lease rental payments     10,900 10,600 10,400
Sale-lease transactions          
Financing Obligations          
Interest expense     $ 4,200 $ 4,200  
Sale-lease transactions | Sale Leaseback Sites          
Financing Obligations          
Interest expense         $ 4,300
v3.24.0.1
Derivative Financial Instruments (Details)
 12 Months Ended
Dec. 31, 2023
MBbls
Exchange-Traded Derivatives | Long  
Volume of activity related to derivative financial instruments  
Nonmonetary units 36,037
Exchange-Traded Derivatives | Short  
Volume of activity related to derivative financial instruments  
Nonmonetary units 37,756
OTC Derivatives (Petroleum/Ethanol) | Long  
Volume of activity related to derivative financial instruments  
Nonmonetary units 7,369
OTC Derivatives (Petroleum/Ethanol) | Short  
Volume of activity related to derivative financial instruments  
Nonmonetary units 5,139
v3.24.0.1
Derivative Financial Instruments - Hedges (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Derivatives in Fair Value Hedging Relationships | Futures contracts | Cost of sales      
Fair values of derivative financial instruments      
Fair value hedge, Amount of Gain (Loss) Recognized in Income on Derivatives $ 7,158 $ (32,088) $ (19,648)
Derivatives in Fair Value Hedging Relationships | Inventory | Cost of sales      
Fair values of derivative financial instruments      
Fair value hedge, Amount of Gain (Loss) Recognized in Income on Hedged Items (15,320) 24,737 19,486
Derivatives designated as hedging instruments      
Fair values of derivative financial instruments      
Cash flow hedge, Gain (loss) recognized in other comprehensive income 0 0 8,100
Cash flow hedge, Gain (loss) reclassified from other comprehensive income $ 0 $ 0 $ 15,200
v3.24.0.1
Derivative Financial Instruments - Not Designated (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Derivatives not designated as hedging instruments | Commodity contracts | Cost of sales      
Derivative Financial Instruments      
Amount of Gain (Loss) Recognized in Income on Derivatives $ 1,803 $ 29,002 $ 3,227
v3.24.0.1
Derivative Financial Instruments - Commodity Contracts, etc. (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Fair values of derivative financial instruments    
Total asset derivatives $ 85,086 $ 66,711
Total liability derivatives (38,996) (69,654)
Exchange-traded derivative contracts | Broker margin deposits    
Fair values of derivative financial instruments    
Total asset derivatives 67,430 46,863
Total liability derivatives (34,009) (51,974)
Forward derivative contracts | Derivative assets    
Fair values of derivative financial instruments    
Total asset derivatives 17,656 19,848
Forward derivative contracts | Derivative liabilities    
Fair values of derivative financial instruments    
Total liability derivatives (4,987) (17,680)
Derivatives designated as hedging instruments    
Fair values of derivative financial instruments    
Total asset derivatives   (11,517)
Total liability derivatives 10,678  
Derivatives designated as hedging instruments | Exchange-traded derivative contracts | Broker margin deposits    
Fair values of derivative financial instruments    
Total asset derivatives   (11,517)
Total liability derivatives 10,678  
Derivatives not designated as hedging instruments    
Fair values of derivative financial instruments    
Total asset derivatives 85,086 78,228
Total liability derivatives (49,674) (69,654)
Derivatives not designated as hedging instruments | Exchange-traded derivative contracts | Broker margin deposits    
Fair values of derivative financial instruments    
Total asset derivatives 67,430 58,380
Total liability derivatives (44,687) (51,974)
Derivatives not designated as hedging instruments | Forward derivative contracts | Derivative assets    
Fair values of derivative financial instruments    
Total asset derivatives 17,656 19,848
Derivatives not designated as hedging instruments | Forward derivative contracts | Derivative liabilities    
Fair values of derivative financial instruments    
Total liability derivatives $ (4,987) $ (17,680)
v3.24.0.1
Fair Value Measurements - Recurring (Details) - USD ($)
$ in Thousands
Jan. 18, 2024
Dec. 31, 2023
Dec. 31, 2022
Oct. 07, 2020
Jul. 31, 2019
Assets:          
Pension plans   $ 19,113 $ 18,257    
Liabilities:          
Face value of debt instrument $ 450,000        
Senior Notes 7.00 Percent Due 2027          
Liabilities:          
Stated interest rate (as a percent)   7.00%     7.00%
Face value of debt instrument   $ 400,000 400,000   $ 400,000
Fair value of debt instrument   $ 390,516 379,000    
Senior Notes 6.875 Percent Due 2029          
Liabilities:          
Stated interest rate (as a percent)   6.875%   6.875%  
Face value of debt instrument   $ 350,000 350,000 $ 350,000  
Fair value of debt instrument   $ 340,130 $ 315,875    
Forward derivative contracts          
Assets:          
Derivative Asset, Statement of Financial Position [Extensible Enumeration]   Derivative Asset, Current Derivative Asset, Current    
Liabilities:          
Derivative Liability, Statement of Financial Position [Extensible Enumeration]   Derivative Liability, Current Derivative Liability, Current    
Recurring basis | Exchange-Traded Derivatives          
Assets:          
Cash collateral netting   $ (20,642) $ 28,542    
Recurring basis | Total estimated fair value          
Assets:          
Pension plans   19,113 18,257    
Total assets   49,548 61,536    
Recurring basis | Total estimated fair value | Forward derivative contracts          
Assets:          
Derivative assets   17,656 19,848    
Liabilities:          
Derivative liabilities   (4,987) (17,680)    
Recurring basis | Total estimated fair value | Exchange-Traded Derivatives          
Assets:          
Exchange-traded/cleared derivative instruments   12,779 23,431    
Recurring basis | Total estimated fair value | Level 1          
Assets:          
Pension plans   19,113 18,257    
Total assets   52,534 13,146    
Recurring basis | Total estimated fair value | Level 1 | Exchange-Traded Derivatives          
Assets:          
Exchange-traded/cleared derivative instruments   33,421 (5,111)    
Recurring basis | Total estimated fair value | Level 2          
Assets:          
Total assets   17,656 19,848    
Recurring basis | Total estimated fair value | Level 2 | Forward derivative contracts          
Assets:          
Derivative assets   17,656 19,848    
Liabilities:          
Derivative liabilities   $ (4,987) $ (17,680)    
v3.24.0.1
Commitments and Contingencies (Details)
gal in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
gal
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Minimum volume purchase requirements      
2024 474,320    
2025 248,145    
2026 34,255    
2027 21,305    
2028 23,250    
Thereafter 8,100    
Total 809,375    
Brand Fee Agreement, future minimum payments      
2024 | $ $ 9,000    
2025 | $ 6,000    
Total | $ 15,000    
Brand Fee Agreement      
Expenses reflected in cost of sales related to agreement | $ $ 9,000 $ 9,000 $ 9,000
v3.24.0.1
Commitments and Contingencies - Other Commitments (Details) - Rail Spur And Dock Access Right Agreements [Member] - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Other Commitment      
Expense under agreements $ 0.8 $ 0.9 $ 0.5
Commitment amount $ 26.4    
v3.24.0.1
Trustee Taxes and Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Taxes payable    
Trustee taxes payable $ 67,398 $ 42,972
Various pass-through taxes collected from customers on behalf of taxing authorities 67,400 43,000
Barging transportation, product storage and other ancillary cost accruals 50,135 36,264
Employee compensation 44,753 46,619
Accrued interest 23,938 23,581
Other 61,061 50,500
Total $ 179,887 $ 156,964
v3.24.0.1
Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Reconciliation between the statutory federal income tax rate and the effective income tax rate      
Federal statutory income tax rate (as a percent) 21.00% 21.00% 21.00%
State income tax rate, net of federal tax benefit (as a percent) 1.70% 1.70% 1.90%
Derecognition of goodwill (as a percent)     0.10%
Partnership income not subject to tax (as a percent) (17.70%) (18.30%) (20.80%)
Effective income tax rate (as a percent) 5.00% 4.40% 2.20%
Current:      
Federal $ 1,437    
State 4,190 $ 7,239 $ 737
Total current 5,627 7,239 737
Deferred:      
Federal 3,181 9,519 435
State (672) 64 164
Total deferred 2,509 9,583 599
Total $ 8,136 $ 16,822 $ 1,336
v3.24.0.1
Income Taxes - Deferred taxes (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Deferred Income Tax Assets        
Accounts receivable allowances $ 406 $ 369    
Environmental liability 12,041 12,518    
Asset retirement obligation 2,769 2,657    
Deferred financing obligation 10,247 10,639    
Lease liability 38,400 42,585    
Other 3,619 6,466    
Federal net operating loss carryforwards 5,521 11,091    
State net operating loss carryforwards 433 384    
Tax credit carryforward 1,709 1,343    
Interest expense carryforwards 16,493 8,115    
Total deferred tax assets 91,638 96,167    
Valuation allowance, noncurrent (5,323) (4,728) $ (4,231) $ (3,881)
Total deferred tax assets, net 86,315 91,439    
Deferred Income Tax Liabilities        
Property and equipment (95,823) (99,031)    
Land (17,675) (17,861)    
Right of use assets (36,797) (40,947)    
Basis difference in SPR joint venture (4,929)      
Total deferred tax liabilities (155,224) (157,839)    
Net deferred tax liabilities $ (68,909) $ (66,400)    
v3.24.0.1
Income Taxes - Changes in the valuation allowance (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Taxes      
Beginning balance, Valuation allowance $ 4,728 $ 4,231 $ 3,881
Current Period Provision 595 497 350
Ending balance, Valuation allowance $ 5,323 $ 4,728 $ 4,231
v3.24.0.1
Income Taxes - NOLs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating loss carryforwards      
Deferred tax liabilities relating to property and equipment, net operating loss and tax credit carryforwards and other temporary differences $ 51,200    
Deferred tax liability, land 17,675 $ 17,861  
Deferred Tax Liabilities, Net 68,909 66,400  
Reconciliation of differences between income before income tax expense and income subject to income tax expense      
Income before income tax expense 160,642 379,029 $ 62,132
Non-taxable loss (income) 136,182 330,902 61,862
Income (loss) subject to income tax expense 24,460 48,127 270
Income tax paid      
Net cash paid (received) during the year for income taxes 2,904 8,053 (14,779)
Proceeds from Income Tax Refunds     15,800
Income tax payments during the period 2,900 $ 8,100 $ 1,000
Federal      
Operating loss carryforwards      
Operating loss carryforwards not subject to expiration 13,800    
State      
Operating loss carryforwards      
Operating loss carryforwards subject to expiration 7,800    
Operating loss carryforwards not subject to expiration 1,300    
Net operating loss carryforwards $ 9,100    
v3.24.0.1
Income Taxes - Unrecognized (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Unrecognized tax benefits rollforward      
Unrecognized tax benefits $ 0.0 $ 0.0 $ 0.0
Interest and penalties accrued $ 0.0 $ 0.0  
v3.24.0.1
Environmental Liabilities and Renewable Identification Numbers (RINs) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 21, 2023
USD ($)
item
Dec. 31, 2022
USD ($)
Changes in environmental liabilities during the period      
Balance at the beginning of the period $ 68,635    
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] Current portion   Current portion
Additions $ 10,774    
Payments (3,020)    
Dispositions (457)    
Other adjustments 217    
Balance at the end of the period 76,149    
Environmental liabilities      
Current portion 5,057   $ 4,606
Long-term portion 71,092   64,029
Total environmental liabilities $ 76,149   68,635
Renewable Identification Numbers (RINs)      
Settlement period of RVO 1 year    
RVO deficiency $ 900   3,900
Motiva Enterprises LLC      
Environmental liabilities      
Long-term portion   $ 10,774  
Number of terminals acquired | item   25  
Retail Gasoline Stations      
Changes in environmental liabilities during the period      
Balance at the beginning of the period 66,703    
Payments (2,903)    
Dispositions (457)    
Other adjustments 196    
Balance at the end of the period 63,539    
Environmental liabilities      
Total environmental liabilities 63,539   66,703
Terminals      
Changes in environmental liabilities during the period      
Balance at the beginning of the period 1,932    
Additions 10,774    
Payments (117)    
Other adjustments (21)    
Balance at the end of the period 12,610    
Environmental liabilities      
Total environmental liabilities 12,610   $ 1,932
Motiva Enterprises LLC      
Environmental liabilities      
Current portion $ 10,800    
v3.24.0.1
Employee Benefit Plans (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Defined Contribution Plan Disclosure [Line Items]      
Maximum percent of discretionary non-matching contributions by General Partner 2.00%    
Expenses of the plan included in selling, general and administrative expenses $ 5.0 $ 4.4 $ 3.9
Global 401(k) Plan      
Defined Contribution Plan Disclosure [Line Items]      
Maximum employee contribution as a percent of compensation 100.00%    
Employee contribution subject to employer match, first level (as a percent) 100.00%    
Employer contribution subject to employer match, second level (as a percent) 50.00%    
GMG 401(k) Plan      
Defined Contribution Plan Disclosure [Line Items]      
Maximum employee contribution as a percent of compensation 100.00%    
Employee contribution subject to employer match, first level (as a percent) 100.00%    
Employer contribution subject to employer match, second level (as a percent) 50.00%    
Maximum | Global 401(k) Plan      
Defined Contribution Plan Disclosure [Line Items]      
Employer match of first level of employee contribution (as a percent) 3.00%    
Employer match of second level of employee contribution (as a percent) 5.00%    
Maximum | GMG 401(k) Plan      
Defined Contribution Plan Disclosure [Line Items]      
Employer match of first level of employee contribution (as a percent) 3.00%    
Employer match of second level of employee contribution (as a percent) 5.00%    
Minimum | Global 401(k) Plan      
Defined Contribution Plan Disclosure [Line Items]      
Employer match of second level of employee contribution (as a percent) 3.00%    
Minimum | GMG 401(k) Plan      
Defined Contribution Plan Disclosure [Line Items]      
Employer match of second level of employee contribution (as a percent) 3.00%    
v3.24.0.1
Employee Benefit Plans - Pension Plan (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Employee Benefit Plans      
Projected benefit obligation $ 14,647 $ 15,242 $ 22,334
Fair value of plan assets 19,113 18,257  
Net (pension plan) unfunded pension liability (4,466) (3,015)  
Actual return on plan assets 2,100 3,300  
Components of Change in Benefit Obligation      
Benefit obligation at beginning of year 15,242 22,334 23,604
Interest cost $ 741 $ 538 $ 474
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax
Actuarial (gain) loss $ (12) $ (6,210) $ (724)
Benefits paid (1,324) (1,420) (1,020)
Benefit obligation at end of year 14,647 15,242 $ 22,334
Components of estimated future benefit payments      
2024 1,746    
2025 1,019    
2026 1,561    
2027 1,266    
2028 1,402    
2029-2033 5,874    
Total 12,868    
Global Pension Plan      
Employee Benefit Plans      
Projected benefit obligation 11,496 12,084  
Fair value of plan assets 14,979 14,830  
Net (pension plan) unfunded pension liability (3,483) (2,746)  
Components of Change in Benefit Obligation      
Benefit obligation at beginning of year 12,084    
Benefit obligation at end of year $ 11,496 $ 12,084  
Components of weighted-average actuarial assumptions      
Discount rate 4.90% 5.10% 2.60%
Expected return on plan assets 4.80% 7.00% 7.00%
Components of estimated future benefit payments      
Contributions made by the General Partner, the Partnership and its subsidiaries to the Pension Plans $ 100 $ 300 $ 400
GMG Pension Plan      
Employee Benefit Plans      
Projected benefit obligation 3,151 3,158  
Fair value of plan assets 4,134 3,427  
Net (pension plan) unfunded pension liability (983) (269)  
Components of Change in Benefit Obligation      
Benefit obligation at beginning of year 3,158    
Benefit obligation at end of year $ 3,151 $ 3,158  
Components of weighted-average actuarial assumptions      
Discount rate 5.00% 5.30% 2.80%
Expected return on plan assets 4.80% 7.00% 7.00%
v3.24.0.1
Equity Method Investments (Details)
$ in Thousands
 12 Months Ended
Dec. 05, 2023
USD ($)
Mar. 01, 2023
USD ($)
director
Dec. 31, 2023
USD ($)
Oct. 23, 2023
USD ($)
Equity Method Investment        
Payment to acquire investment     $ 95,301  
Income from equity method investments     2,503  
Net dividends received on equity method investments     1,375  
Partnership's investment balance     94,354  
Everett Landco GP, LLC        
Equity Method Investment        
Ownership interest       30.00%
Partnership contribution     23,700  
Partnership's investment balance     23,700  
Maximum amount of financial assurances liability $ 75,000      
Percentage of amounts paid under the Remediation Guaranty 70.00%      
Amounts paid under the Remediation Guaranty $ 52,500      
Everett Landco GP, LLC | Maximum        
Equity Method Investment        
Partnership agreed to invest       $ 30,000
Spring Partners Retail LLC        
Equity Method Investment        
Payment to acquire investment   $ 69,500    
Ownership interest   49.99%    
Ownership percentage by co-venturer   50.01%    
Number of directors | director   2    
Number of directors designated by partnership | director   1    
Income from equity method investments     2,500  
Net dividends received on equity method investments     1,400  
Partnership's investment balance     $ 70,600  
v3.24.0.1
Related-Party Transactions (Details) - USD ($)
 12 Months Ended
Jun. 28, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2015
Related Party Transactions          
Operating expenses   $ 450,627,000 $ 445,271,000 $ 353,582,000  
Partnership received amount   2,075,000      
Information on related party transaction          
Receivables from related parties   8,142,000 2,380,000    
Selling, general and administrative expenses   273,733,000 263,112,000 212,878,000  
Entity aggregate amount   86,763,000 91,534,000 101,395,000  
Spring Partners Retail LLC          
Related Party Transactions          
Partnership received amount   1,700,000      
Revere Ma Owner LLC          
Information on related party transaction          
Gross proceeds $ 150,000,000.0        
Proceeds from sale of productive assets     98,900,000    
Gain (loss) on sale of oil and gas property     76,817,000    
Selling, general and administrative expenses | Revere Ma Owner LLC          
Information on related party transaction          
Selling, general and administrative expenses   13,000,000.0 4,600,000    
Accrued Expenses and Other Current Liabilities | Revere Ma Owner LLC          
Information on related party transaction          
Accrued interest expenses and other current liabilities   4,600,000 17,600,000    
Leases of Real property          
Information on related party transaction          
Entity aggregate amount   200,000      
General Partner Interest          
Related Party Transactions          
Operating expenses   168,500,000 180,700,000 $ 144,000,000.0  
Information on related party transaction          
Receivables from related parties   8,031,000 2,380,000    
Spring Partners Retail LLC          
Information on related party transaction          
Receivables from related parties   $ 111,000      
Executive officers | Leases of Real property          
Information on related party transaction          
Percentage of interest held in lessor entity   20.00%      
Slifka Family          
Related Party Transactions          
Ownership interest, as a percent   100.00%      
Annual services fee   $ 20,000      
Notice period to terminate the receipt of services under the agreement   90 days      
Information on related party transaction          
Percentage of net proceeds         50.00%
Slifka Family | Revere Ma Owner LLC          
Information on related party transaction          
Gross proceeds     $ 44,300,000   $ 44,300,000
Global GP LLC | Related-Party | Affiliates of Slifka family          
Related Party Transactions          
Limited partner ownership interest (as a percent)   100.00%      
v3.24.0.1
Long-Term Incentive Plans (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Aug. 22, 2023
Mar. 03, 2023
Feb. 23, 2023
Jun. 08, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Feb. 28, 2024
Long-Term Incentive Plan                
Number of common units initially authorized for issuance under LTIP (in shares)         4,300,000      
Number of common units available for issuance         2,307,427      
Weighted Average Grant Date Fair Value                
Outstanding non-vested units at the beginning of the period (in dollars per share)         $ 25.43 $ 9.26    
Granted (in dollars per share)         32.52 25.43    
Vested (in dollars per share)         25.76 9.26    
Forfeited (in dollars per share)           25.35    
Outstanding non-vested units at the end of the period (in dollars per share)         $ 30.33 $ 25.43 $ 9.26  
Fair Value                
Outstanding non - vested units at the beginning of the period         $ 8,141 $ 1,372    
Granted         19,052 8,608    
Vested         (1,591) (1,372)    
Forfeited           (467)    
Outstanding non - vested units at the end of the period         25,602 8,141 $ 1,372  
Unrecognized compensation cost related to the non-vested awards         $ 14,500      
Repurchase Program                
Common units repurchased by General Partner (in shares)         1,221,240      
Common units repurchased to date, value         $ 35,200      
Common units repurchased during the period         3,521 2,898 3,772  
Aggregate common units authorized to be acquired (in shares)               216,187
Performance costs paid             300  
Phantom Unit Award                
Fair Value                
Compensation expenses         $ 10,100 $ 2,700 $ 700  
Service-Based Awards                
Long-Term Incentive Plan                
Service-based awards vested percentage   0.33%            
Vesting period   3 years   3 years        
Percentage of bonus to be paid in cash     50.00%          
Percentage of bonus in phantom units     50.00%          
Number of Non-vested Units                
Outstanding non-vested units at the beginning of the period (in shares)         147,912 148,173    
Granted (in shares)         282,777 155,802    
Vested (in shares)         (61,787) (148,173)    
Forfeited (in shares)           (7,890)    
Outstanding non-vested units at the end of the period (in shares)         368,902 147,912 148,173  
Performance-Based Awards                
Long-Term Incentive Plan                
Maximum percentage of right to receive common partnership units 200.00%     200.00%        
Performance period for grants commencing 3 years     3 years        
Number of Non-vested Units                
Outstanding non-vested units at the beginning of the period (in shares)         172,256      
Granted (in shares)         303,062 182,776    
Vested (in shares)           (10,520)    
Outstanding non-vested units at the end of the period (in shares)         475,318 172,256    
v3.24.0.1
Partners' Equity, Allocations and Cash Distributions (Details)
 12 Months Ended
Nov. 15, 2023
Oct. 16, 2023
Aug. 15, 2023
Jul. 17, 2023
May 15, 2023
Apr. 17, 2023
Feb. 15, 2023
Nov. 15, 2022
Aug. 15, 2022
May 16, 2022
Feb. 15, 2022
Nov. 15, 2021
Aug. 16, 2021
May 17, 2021
Mar. 24, 2021
$ / shares
shares
Feb. 16, 2021
Dec. 31, 2023
item
$ / shares
shares
Dec. 31, 2022
shares
Partners' Equity, Allocations and Cash Distributions                                    
General partner interest, equivalent units outstanding | shares                                 230,303 230,303
Number of quarters of cash reserves to provide funds for distributions to unitholders and General Partner | item                                 4  
First Target Distribution | Maximum                                    
Partners' Equity, Allocations and Cash Distributions                                    
Total Quarterly Distribution Target Amount (in dollars per unit) | $ / shares                                 $ 0.4625  
Second Target Distribution | Minimum                                    
Partners' Equity, Allocations and Cash Distributions                                    
Total Quarterly Distribution Target Amount (in dollars per unit) | $ / shares                                 0.4625  
Second Target Distribution | Maximum                                    
Partners' Equity, Allocations and Cash Distributions                                    
Total Quarterly Distribution Target Amount (in dollars per unit) | $ / shares                                 0.5375  
Third Target Distribution | Minimum                                    
Partners' Equity, Allocations and Cash Distributions                                    
Total Quarterly Distribution Target Amount (in dollars per unit) | $ / shares                                 0.5375  
Third Target Distribution | Maximum                                    
Partners' Equity, Allocations and Cash Distributions                                    
Total Quarterly Distribution Target Amount (in dollars per unit) | $ / shares                                 0.6625  
Thereafter | Minimum                                    
Partners' Equity, Allocations and Cash Distributions                                    
Total Quarterly Distribution Target Amount (in dollars per unit) | $ / shares                                 $ 0.6625  
Affiliates of general partner | Global Partners LP                                    
Partners' Equity, Allocations and Cash Distributions                                    
Limited partner ownership interest (as a percent)                                 19.10%  
Common Limited Partners                                    
Partners' Equity, Allocations and Cash Distributions                                    
Number of units held | shares                                 33,882,357 33,937,519
Period of distribution of available cash after end of each quarter                                 45 days  
Common Limited Partners | Affiliates of general partner                                    
Partners' Equity, Allocations and Cash Distributions                                    
Number of units held | shares                                 6,478,995  
Series A Preferred Limited Partners                                    
Partners' Equity, Allocations and Cash Distributions                                    
Number of units held | shares                                 2,760,000 2,760,000
Initial distribution rate (as a percentage) 12.40% 12.40% 9.75% 9.75% 9.75% 9.75% 9.75% 9.75% 9.75% 9.75% 9.75% 9.75% 9.75% 9.75%   9.75% 9.75%  
Sale price (in dollars per unit) | $ / shares                                 $ 25.00  
Series B Preferred Limited Partners                                    
Partners' Equity, Allocations and Cash Distributions                                    
Number of units held | shares                             3,000,000   3,000,000 3,000,000
Initial distribution rate (as a percentage)   9.50%   9.50%   9.50%                 9.50%   9.50%  
Sale price (in dollars per unit) | $ / shares                             $ 25.00      
Common Unitholders | Global Partners LP                                    
Partners' Equity, Allocations and Cash Distributions                                    
Limited partner ownership interest (as a percent)                                 99.33%  
Common Unitholders | Common Limited Partners                                    
Partners' Equity, Allocations and Cash Distributions                                    
Number of units held | shares                                 33,995,563  
Common Unitholders | Common Limited Partners | First Target Distribution                                    
Partners' Equity, Allocations and Cash Distributions                                    
Marginal Percentage Interest in Distributions                                 99.33%  
Common Unitholders | Common Limited Partners | Second Target Distribution                                    
Partners' Equity, Allocations and Cash Distributions                                    
Marginal Percentage Interest in Distributions                                 86.33%  
Common Unitholders | Common Limited Partners | Third Target Distribution                                    
Partners' Equity, Allocations and Cash Distributions                                    
Marginal Percentage Interest in Distributions                                 76.33%  
Common Unitholders | Common Limited Partners | Thereafter                                    
Partners' Equity, Allocations and Cash Distributions                                    
Marginal Percentage Interest in Distributions                                 51.33%  
Common Unitholders | Common Limited Partners | Affiliates of general partner                                    
Partners' Equity, Allocations and Cash Distributions                                    
Number of units held | shares                                 6,478,995  
General Partner Interest                                    
Partners' Equity, Allocations and Cash Distributions                                    
General partner interest, equivalent units outstanding | shares                                 230,303  
General Partner Interest | First Target Distribution                                    
Partners' Equity, Allocations and Cash Distributions                                    
Marginal Percentage Interest in Distributions                                 0.67%  
General Partner Interest | Second Target Distribution                                    
Partners' Equity, Allocations and Cash Distributions                                    
Marginal Percentage Interest in Distributions                                 13.67%  
General Partner Interest | Third Target Distribution                                    
Partners' Equity, Allocations and Cash Distributions                                    
Marginal Percentage Interest in Distributions                                 23.67%  
General Partner Interest | Thereafter                                    
Partners' Equity, Allocations and Cash Distributions                                    
Marginal Percentage Interest in Distributions                                 48.67%  
General Partner Interest | Global Partners LP                                    
Partners' Equity, Allocations and Cash Distributions                                    
General partner interest (as a percent)                                 0.67%  
v3.24.0.1
Partners' Equity, Allocations and Cash Distributions - Distributions paid and Preferred Units (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Nov. 15, 2023
Nov. 14, 2023
Aug. 15, 2023
Aug. 14, 2023
May 15, 2023
Feb. 15, 2023
Feb. 14, 2023
Nov. 15, 2022
Nov. 14, 2022
Aug. 15, 2022
Aug. 12, 2022
May 16, 2022
May 13, 2022
Feb. 15, 2022
Feb. 14, 2022
Nov. 15, 2021
Nov. 12, 2021
Aug. 16, 2021
Aug. 13, 2021
May 17, 2021
May 14, 2021
Feb. 16, 2021
Feb. 12, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash Distribution Payment                                                    
Per Unit Cash Distribution (in dollars per unit)   $ 0.6850   $ 0.6750 $ 0.6550   $ 1.5725   $ 0.6250   $ 0.6050   $ 0.5950   $ 0.5850   $ 0.5750   $ 0.5750   $ 0.5750   $ 0.5500      
Cash distribution, common units   $ 23,287   $ 22,947 $ 22,267   $ 53,458   $ 21,247   $ 20,567   $ 20,227   $ 19,887   $ 19,547   $ 19,547   $ 19,547   $ 18,698      
Cash distribution, general partner   174   169 162   569   153   147   144   141   138   138   138   130      
Cash distribution, incentive   2,380   2,062 1,587   1,383   1,280   1,075   973   871   768   768   768   512      
Distributions, Total   $ 25,841   $ 25,178 $ 24,016   $ 55,410   $ 22,680   $ 21,789   $ 21,344   $ 20,899   $ 20,453   $ 20,453   $ 20,453   $ 19,340 $ 144,754 $ 100,564 $ 92,770
Common Limited Partners                                                    
Cash Distribution Payment                                                    
Quarterly distribution declared (in dollars per unit)                                               $ 0.6350    
Special distribution declared (in dollars per unit)                                               $ 0.9375    
Series A Preferred Limited Partners                                                    
Cash Distribution Payment                                                    
Per Unit Cash Distribution (in dollars per unit) $ 0.77501   $ 0.609375   $ 0.609375 $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375        
Cash distribution $ 2,139   $ 1,682   $ 1,682 $ 1,682   $ 1,682   $ 1,682   $ 1,682   $ 1,682   $ 1,682   $ 1,682   $ 1,682   $ 1,682        
Series B Preferred Limited Partners                                                    
Cash Distribution Payment                                                    
Per Unit Cash Distribution (in dollars per unit) $ 0.59375   $ 0.59375   $ 0.59375 $ 0.59375   $ 0.59375   $ 0.59375   $ 0.59375   $ 0.59375   $ 0.59375   $ 0.59375   $ 0.3365            
Cash distribution $ 1,781   $ 1,781   $ 1,781 $ 1,781   $ 1,781   $ 1,781   $ 1,781   $ 1,781   $ 1,781   $ 1,781   $ 1,000            
v3.24.0.1
Partners' Equity, Allocations and Cash Distributions - Notes (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Feb. 16, 2024
Feb. 15, 2024
Feb. 14, 2024
Jan. 24, 2024
Jan. 16, 2024
Nov. 15, 2023
Nov. 14, 2023
Oct. 24, 2023
Oct. 16, 2023
Aug. 15, 2023
Aug. 14, 2023
Jul. 25, 2023
Jul. 17, 2023
May 15, 2023
Apr. 25, 2023
Apr. 17, 2023
Feb. 15, 2023
Feb. 14, 2023
Nov. 15, 2022
Nov. 14, 2022
Aug. 15, 2022
Aug. 12, 2022
May 16, 2022
May 13, 2022
Feb. 15, 2022
Feb. 14, 2022
Nov. 15, 2021
Nov. 12, 2021
Aug. 16, 2021
Aug. 13, 2021
May 17, 2021
May 14, 2021
Mar. 24, 2021
Feb. 16, 2021
Feb. 12, 2021
Dec. 31, 2023
Partners' Equity, Allocations and Cash Distributions                                                                        
Per Unit Cash Distribution (in dollars per unit)             $ 0.6850       $ 0.6750     $ 0.6550       $ 1.5725   $ 0.6250   $ 0.6050   $ 0.5950   $ 0.5850   $ 0.5750   $ 0.5750   $ 0.5750     $ 0.5500  
Cash distribution, common units             $ 23,287       $ 22,947     $ 22,267       $ 53,458   $ 21,247   $ 20,567   $ 20,227   $ 19,887   $ 19,547   $ 19,547   $ 19,547     $ 18,698  
Common Limited Partners                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Quarterly cash distributions declared (in dollars per unit)               $ 0.6850       $ 0.6750     $ 0.6550                                          
Common Limited Partners | Subsequent event                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Quarterly cash distributions declared (in dollars per unit)       $ 0.7000                                                                
Cash distribution, common units     $ 26,800                                                                  
Series A Preferred Limited Partners                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Initial distribution rate (as a percentage)           12.40%     12.40% 9.75%     9.75% 9.75%   9.75% 9.75%   9.75%   9.75%   9.75%   9.75%   9.75%   9.75%   9.75%     9.75%   9.75%
Liquidation preference (in dollars per unit)                                                                       $ 25.00
Per Unit Cash Distribution (in dollars per unit)           $ 0.77501       $ 0.609375       $ 0.609375     $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375   $ 0.609375     $ 0.609375    
Quarterly cash distributions declared (in dollars per unit)                 $ 0.77501       $ 0.609375     $ 0.609375                                        
Cash distribution           $ 2,139       $ 1,682       $ 1,682     $ 1,682   $ 1,682   $ 1,682   $ 1,682   $ 1,682   $ 1,682   $ 1,682   $ 1,682     $ 1,682    
Series A Preferred Limited Partners | Subsequent event                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Initial distribution rate (as a percentage)   12.42%     12.42%                                                              
Per Unit Cash Distribution (in dollars per unit) $ 0.77596                                                                      
Quarterly cash distributions declared (in dollars per unit)         $ 0.77596                                                              
Cash distribution, common units   $ 2,100                                                                    
Series A Preferred Limited Partners | Minimum                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Notice period for redemption                                                                       30 days
Series A Preferred Limited Partners | Maximum                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Notice period for redemption                                                                       60 days
Series B Preferred Limited Partners                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Initial distribution rate (as a percentage)                 9.50%       9.50%     9.50%                                 9.50%     9.50%
Liquidation preference (in dollars per unit)                                                                       $ 25.00
Per Unit Cash Distribution (in dollars per unit)           $ 0.59375       $ 0.59375       $ 0.59375     $ 0.59375   $ 0.59375   $ 0.59375   $ 0.59375   $ 0.59375   $ 0.59375   $ 0.59375   $ 0.3365          
Quarterly cash distributions declared (in dollars per unit)                 $ 0.59375       $ 0.59375     $ 0.59375                                        
Cash distribution           $ 1,781       $ 1,781       $ 1,781     $ 1,781   $ 1,781   $ 1,781   $ 1,781   $ 1,781   $ 1,781   $ 1,781   $ 1,000          
Series B Preferred Limited Partners | Subsequent event                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Initial distribution rate (as a percentage)         9.50%                                                              
Total Quarterly Distribution Target Amount (in dollars per unit)         $ 0.59375                                                              
Quarterly cash distributions declared (in dollars per unit)         0.59375                                                              
Cash distribution, common units   $ 1,800                                                                    
Series B Preferred Limited Partners | Minimum                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Notice period for redemption                                                                       30 days
Series B Preferred Limited Partners | Maximum                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Notice period for redemption                                                                       60 days
Annualized Basis | Common Limited Partners | Subsequent event                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Per Unit Cash Distribution (in dollars per unit)       $ 2.80                                                                
Annualized Basis | Series A Preferred Limited Partners | Subsequent event                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Per Unit Cash Distribution (in dollars per unit) $ 3.10                                                                      
Annualized Basis | Series B Preferred Limited Partners                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Total Quarterly Distribution Target Amount (in dollars per unit)                                                                       $ 2.375
Annualized Basis | Series B Preferred Limited Partners | Subsequent event                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Total Quarterly Distribution Target Amount (in dollars per unit)         $ 2.375                                                              
Units issued From Date of Original Issue to, But Excluding, August 15, 2023 | Series A Preferred Limited Partners                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Initial distribution rate (as a percentage)                                                                       9.75%
Liquidation preference (in dollars per unit)                                                                       $ 25.00
Units issued On And After August 15, 2023 | Series A Preferred Limited Partners                                                                        
Partners' Equity, Allocations and Cash Distributions                                                                        
Liquidation preference (in dollars per unit)                                                                       $ 25.00
Preferred Units, Basis Spread on Dividend Rate Percentage (as a percentage)                                                                       6.774%
Preferred Units, Basis Spread on successor base Dividend Rate Percentage (as a percentage)                                                                       0.26161%
v3.24.0.1
Unitholders' Equity (Details) - Common Limited Partners - USD ($)
$ in Millions
May 19, 2015
Dec. 31, 2023
Dec. 31, 2022
Limited Partners' Capital Account [Line Items]      
Common units outstanding (in shares)   33,882,357 33,937,519
At The Market Offering Program      
Limited Partners' Capital Account [Line Items]      
Aggregate offering price $ 50.0    
Common units outstanding (in shares)   0  
v3.24.0.1
Segment Reporting (Details)
$ in Thousands, gal in Millions
 12 Months Ended
Dec. 31, 2023
USD ($)
segment
customer
gal
Dec. 31, 2022
USD ($)
customer
gal
Dec. 31, 2021
USD ($)
customer
gal
Summarized financial information for the Partnership's reportable segments      
Number of operating segments | segment 3    
Number of reporting segments | segment 3    
Sales $ 16,492,174 $ 18,877,886 $ 13,248,277
Product margin 1,068,190 1,185,287 802,114
Depreciation allocated to cost of sales (94,550) (87,638) (82,851)
Gross profit $ 973,640 $ 1,097,649 $ 719,263
Number of customers | customer 0 0 0
Wholesale:      
Summarized financial information for the Partnership's reportable segments      
Sales $ 9,613,316 $ 10,863,493 $ 7,884,136
Product margin 201,912 287,697 138,873
Wholesale: | Gasoline and gasoline blendstocks      
Summarized financial information for the Partnership's reportable segments      
Sales 5,897,428 6,408,184 5,357,128
Product margin 105,165 106,982 86,289
Wholesale: | Crude oil sales and crude oil logistics revenue      
Summarized financial information for the Partnership's reportable segments      
Sales 3,715,888 4,455,309 2,527,008
Product margin 96,747 180,715 52,584
GDSO      
Summarized financial information for the Partnership's reportable segments      
Sales 5,840,534 6,700,649 4,614,374
Product margin 834,556 856,617 647,637
GDSO | Gasoline      
Summarized financial information for the Partnership's reportable segments      
Sales 5,268,268 6,140,823 4,137,969
Product margin 558,516 588,676 413,756
GDSO | Station operations      
Summarized financial information for the Partnership's reportable segments      
Sales 572,266 559,826 476,405
Product margin 276,040 267,941 233,881
Commercial      
Summarized financial information for the Partnership's reportable segments      
Sales 1,038,324 1,313,744 749,767
Product margin $ 31,722 $ 40,973 $ 15,604
Intersegment transaction | GDSO      
Summarized financial information for the Partnership's reportable segments      
Sales volume supplied by Wholesale to GDSO (in gallons) | gal 435 450 475
v3.24.0.1
Segment Reporting - Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements      
Combined gross profit $ 973,640 $ 1,097,649 $ 719,263
Operating costs and expenses      
Selling, general and administrative expenses 273,733 263,112 212,878
Operating expenses 450,627 445,271 353,582
Amortization expense 8,136 8,851 10,711
Net gain on sale and disposition of assets (2,626) (79,873) (506)
Long-lived asset impairment     380
Total costs and operating expenses 729,870 637,361 577,045
Operating income 243,770 460,288 142,218
Income from equity method investments 2,503    
Interest expense (85,631) (81,259) (80,086)
Income tax expense (8,136) (16,822) (1,336)
Net income 152,506 362,207 60,796
Operating costs and expenses not allocated to operating segments      
Operating costs and expenses      
Selling, general and administrative expenses 273,733 263,112 212,878
Operating expenses 450,627 445,271 353,582
Amortization expense 8,136 8,851 10,711
Net gain on sale and disposition of assets (2,626) (79,873) (506)
Long-lived asset impairment     380
Total costs and operating expenses $ 729,870 $ 637,361 $ 577,045
v3.24.0.1
Segment Reporting - Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Segment assets    
Total $ 3,446,011 $ 3,160,885
Operating costs and expenses not allocated to operating segments    
Segment assets    
Total 679,627 477,755
Wholesale | Operating Segments    
Segment assets    
Total 856,326 738,995
GDSO | Operating Segments    
Segment assets    
Total $ 1,910,058 $ 1,944,135
v3.24.0.1
Net Income Per Common Limited Partner Unit (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Feb. 15, 2024
Jan. 24, 2024
Jan. 16, 2024
Nov. 15, 2023
Oct. 24, 2023
Oct. 16, 2023
Aug. 15, 2023
Jul. 25, 2023
Jul. 17, 2023
May 15, 2023
Apr. 25, 2023
Apr. 17, 2023
Feb. 15, 2023
Nov. 15, 2022
Aug. 15, 2022
May 16, 2022
Feb. 15, 2022
Nov. 15, 2021
Aug. 16, 2021
May 17, 2021
Mar. 24, 2021
Feb. 16, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Net Income Per Limited Partner Unit                                                  
Repurchased units not deemed outstanding                                             113,206 58,044  
Net Income (Loss)                                             $ 152,506 $ 362,207 $ 60,796
Declared distribution                                             101,869 121,223 82,258
Assumed allocation of undistributed net income                                             50,637 240,984 (21,462)
Assumed allocation of net income                                             $ 152,506 $ 362,207 $ 60,796
Common Limited Partners                                                  
Denominator:                                                  
Basic weighted average common units outstanding                                             33,970,000 33,935,000 33,942,000
Diluted weighted average common units outstanding                                             34,039,000 34,044,000 34,278,000
Basic net income per common limited partner unit                                             $ 3.77 $ 10.06 $ 1.33
Diluted net income per common limited partner unit                                             $ 3.76 $ 10.02 $ 1.31
Per Unit Cash Distribution Declared         $ 0.6850     $ 0.6750     $ 0.6550                            
Common Limited Partners | Subsequent event                                                  
Denominator:                                                  
Per Unit Cash Distribution Declared   $ 0.7000                                              
Series A Preferred Limited Partners                                                  
Denominator:                                                  
Per Unit Cash Distribution Declared           $ 0.77501     $ 0.609375     $ 0.609375                          
Distribution rate (as a percentage)       12.40%   12.40% 9.75%   9.75% 9.75%   9.75% 9.75% 9.75% 9.75% 9.75% 9.75% 9.75% 9.75% 9.75%   9.75% 9.75%    
Series A Preferred Limited Partners | Subsequent event                                                  
Denominator:                                                  
Per Unit Cash Distribution Declared     $ 0.77596                                            
Distribution rate (as a percentage) 12.42%   12.42%                                            
Series B Preferred Limited Partners                                                  
Denominator:                                                  
Per Unit Cash Distribution Declared           $ 0.59375     $ 0.59375     $ 0.59375                          
Distribution rate (as a percentage)           9.50%     9.50%     9.50%                 9.50%   9.50%    
Series B Preferred Limited Partners | Subsequent event                                                  
Denominator:                                                  
Per Unit Cash Distribution Declared     $ 0.59375                                            
Distribution rate (as a percentage)     9.50%                                            
Common Limited Partner                                                  
Net Income Per Limited Partner Unit                                                  
Net Income (Loss)                                             $ 142,598 $ 355,069 $ 57,215
Declared distribution                                             92,298 115,499 78,528
Assumed allocation of undistributed net income                                             50,300 239,570 (21,313)
Assumed allocation of net income                                             142,598 355,069 57,215
Common Limited Partner | Common Limited Partners                                                  
Net Income Per Limited Partner Unit                                                  
Assumed allocation of net income                                             $ 128,039 $ 341,217 $ 45,006
Denominator:                                                  
Basic weighted average common units outstanding                                             33,970,000 33,935,000 33,942,000
Dilutive effect of phantom units                                             69,000 109,000 336,000
Diluted weighted average common units outstanding                                             34,039,000 34,044,000 34,278,000
Basic net income per common limited partner unit                                             $ 3.77 $ 10.06 $ 1.33
Diluted net income per common limited partner unit                                             $ 3.76 $ 10.02 $ 1.31
Common Limited Partner | Preferred Limited Partners                                                  
Net Income Per Limited Partner Unit                                                  
Assumed allocation of net income                                             $ 14,559 $ 13,852 $ 12,209
General Partner Interest                                                  
Net Income Per Limited Partner Unit                                                  
Net Income (Loss)                                             9,908 7,138 3,581
Declared distribution                                             685 1,013 555
Assumed allocation of undistributed net income                                             337 1,414 (149)
Assumed allocation of net income                                             1,022 2,427 406
IDRs                                                  
Net Income Per Limited Partner Unit                                                  
Declared distribution                                             8,886 4,711 3,175
Assumed allocation of net income                                             $ 8,886 $ 4,711 $ 3,175
v3.24.0.1
Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Changes in Accumulated Other Comprehensive Income    
Balance, beginning of period $ 788,444 $ 527,767
Balance, end of period 800,660 788,444
Pension Plan    
Changes in Accumulated Other Comprehensive Income    
Balance, beginning of period (449) (1,902)
Other comprehensive income 361 2,403
Amount of (income) loss reclassified from accumulated other comprehensive income (loss) 469 (950)
Total comprehensive income 830 1,453
Balance, end of period $ 381 $ (449)
v3.24.0.1
Subsequent Events (Details) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 15, 2024
Feb. 14, 2024
Nov. 14, 2023
Aug. 14, 2023
May 15, 2023
Feb. 14, 2023
Nov. 14, 2022
Aug. 12, 2022
May 13, 2022
Feb. 14, 2022
Nov. 12, 2021
Aug. 13, 2021
May 14, 2021
Feb. 12, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Subsequent Event                                  
Cash distributions     $ 25,841 $ 25,178 $ 24,016 $ 55,410 $ 22,680 $ 21,789 $ 21,344 $ 20,899 $ 20,453 $ 20,453 $ 20,453 $ 19,340 $ 144,754 $ 100,564 $ 92,770
Subsequent event | Series A Preferred Limited Partners                                  
Subsequent Event                                  
Cash distributions $ 2,100                                
Subsequent event | Series B Preferred Limited Partners                                  
Subsequent Event                                  
Cash distributions $ 1,800                                
Subsequent event | Common Limited Partners                                  
Subsequent Event                                  
Cash distributions   $ 26,800                              
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net Income (Loss) $ 152,506 $ 362,207 $ 60,796
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false