8-K
Global Partners LP (GLP)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 7, 2025
GLOBAL PARTNERS LP
(Exact name of registrant as specified in itscharter)
| Delaware | 001-32593 | 74-3140887 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
P.O. Box 9161
800 South Street
Waltham, Massachusetts 02454-9161
(Address of Principal Executive Offices)
(781) 894-8800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Units representing limited partner interests | GLP | New York Stock Exchange |
| 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests | GLP pr B | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02. | Results of Operations and Financial Condition |
|---|
On November 7, 2025, Global Partners LP (the “Partnership”) issued a press release announcing its third quarter 2025 financial results. The press release contains measures that may be deemed non-GAAP financial measures as defined in Item 10 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The most directly comparable generally accepted accounting principles (“GAAP”) financial measures and information reconciling the GAAP and non-GAAP financial measures are also included in the press release. A copy of the Partnership’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 7.01. | Regulation FD Disclosure |
|---|
The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby incorporated in Item 7.01 by reference.
The information furnished pursuant to Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 | Global Partners LP Press Release dated November 7, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GLOBAL PARTNERS LP | ||
|---|---|---|
| By: | Global GP LLC | |
| its general partner | ||
| Dated: November 7, 2025 | By: | /s/ Sean T. Geary |
| Sean T. Geary | ||
| Chief Legal Officer and Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE
| Contacts: | |
|---|---|
| Gregory<br> B. Hanson | Sean<br> T. Geary |
| Chief<br> Financial Officer | Chief<br> Legal Officer and Secretary |
| Global<br> Partners LP | Global<br> Partners LP |
| (781)<br> 894-8800 | (781)<br> 894-8800 |
Global PartnersReports Third-Quarter 2025 Financial Results
Waltham, Mass., November 7,2025 – Global Partners LP (NYSE: GLP) (“Global” or the “Partnership”) today reported financial results for the third quarter ended September 30, 2025.
CEO Commentary
“Global performed well in the third quarter, consistent with our expectations, reflecting our operational strength, focused execution, and the disciplined way we continue to grow and optimize our business,” said Eric Slifka, Global Partners’ President and Chief Executive Officer. “We delivered a strong performance in our Wholesale segment, fueled by the continued growth and scale of our terminal network, an investment that’s enhancing how we move energy and products across our footprint. While our Gasoline Distribution and Station Operations segment experienced lower fuel margins compared with the strong margin environment in Q3 2024, our focus remains clear: operate with discipline, invest wisely, and keep optimizing our assets to drive sustainable growth and long-term value for our unitholders. We’re proud of the progress we’ve made and confident in the opportunities ahead as we continue to put our energy to work across every part of our business.”
Third-Quarter 2025 Financial Highlights
Net income was $29.0 million, or $0.66 per diluted common limited partner unit, for the third quarter of 2025, compared with $45.9 million, or $1.17 per diluted common limited partner unit, in the same period of 2024.
Earnings before interest, taxes, depreciation and amortization (EBITDA) was $97.1 million in the third quarter of 2025 compared with $119.1 million in the same period of 2024.
Adjusted EBITDA was $98.8 million in the third quarter of 2025 versus $114.0 million in the same period of 2024.
Distributable cash flow (DCF) was $53.0 million in the third quarter of 2025 compared with $71.1 million in the same period of 2024.
Adjusted DCF was $53.3 million in the third quarter of 2025 compared with $71.6 million in the same period of 2024.
Gross profit was $271.4 million in the third quarter of 2025 compared with $286.0 million in the same period of 2024.
Combined product margin, which is gross profit adjusted for depreciation allocated to cost of sales, was $303.9 million in the third quarter of 2025 compared with $318.3 million in the same period of 2024.
Combined product margin, EBITDA, adjusted EBITDA, DCF and adjusted DCF are non-GAAP (Generally Accepted Accounting Principles) financial measures, which are explained in greater detail below under “Use of Non-GAAP Financial Measures.” Please refer to Financial Reconciliations included in this news release for reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures for the three months and nine months ended September 30, 2025, and 2024.
Gasoline Distribution and Station Operations (GDSO) segment product margin was $218.9 million in the third quarter of 2025 compared with $237.7 million in the same period of 2024. Product margin from gasoline distribution was $144.8 million compared with $164.1 million in the year-earlier period, reflecting lower retail fuel volume and margin. Product margin from station operations was $74.1 million in the third quarter of 2025 compared with $73.6 million in the third quarter of 2024.
Wholesale segment product margin was $78.0 million in the third quarter of 2025 compared with $71.1 million in the same period of 2024. Gasoline and gasoline blendstocks product margin was $61.5 million in the third quarter of 2025 compared with $43.0 million in the same period of 2024. Product margin from distillates and other oils was $16.5 million in the third quarter of 2025 compared with $28.1 million in the same period of 2024.
Commercial segment product margin was $7.0 million in the third quarter of 2025 compared with $9.5 million in the same period of 2024.
Total sales were $4.7 billion in the third quarter of 2025 compared with $4.4 billion in the same period of 2024. Wholesale segment sales were $3.1 billion in the third quarter of 2025 compared with $2.7 billion in the same period of 2024. GDSO segment sales were $1.3 billion in the third quarter of 2025 compared with $1.4 billion in the same period of 2024. Commercial segment sales were $297.8 million in the third quarter of 2025 compared with $277.1 million in the third quarter of 2024.
Total volume was 1.9 billion gallons in the third quarter of 2025 compared with 1.7 billion gallons in the same period of 2024. Wholesale segment volume was 1.4 billion gallons in the third quarter of 2025 compared with 1.2 billion gallons in the same period of 2024. GDSO volume was 390.8 million gallons in the third quarter of 2025 compared with 412.7 million gallons in the same period of 2024. Commercial segment volume was 149.2 million gallons in the third quarter of 2025 compared with 122.6 million gallons in the same period of 2024.
Recent Developments
| · | Global<br> announced a cash distribution of $0.7550 per unit ($3.02 per unit on an annualized basis)<br> on all of its outstanding common units from July 1, 2025 through September 30,<br> 2025. The distribution will be paid on November 14, 2025 to unitholders of record as<br> of the close of business on November 10, 2025. |
|---|
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Financial Results Conference Call
Management will review the Partnership’s third-quarter 2025 financial results in a teleconference call for analysts and investors today.
| Time: | 10:00<br> a.m. ET |
|---|---|
| Dial-in<br> numbers: | (877)<br> 709-8155 (U.S. and Canada) |
| (201)<br> 689-8881 (International) |
Please plan to dial in to the call at least 10 minutes prior to the start time. The call also will be webcast live and archived on Global Partners’ website, https://ir.globalp.com
About Global Partners LP
Building on a legacy that began more than 90 years ago, Global Partners has evolved into a Fortune 500 company and industry-leading integrated owner, supplier, and operator of liquid energy terminals, fueling locations, and guest-focused retail experiences. Global operates or maintains dedicated storage at 55 liquid energy terminals—with connectivity to strategic rail, pipeline, and marine assets—spanning from Maine to Florida and into the U.S. Gulf States. Through this extensive network, the company distributes gasoline, distillates, residual oil, and renewable fuels to wholesalers, retailers, and commercial customers. In addition, Global owns, operates and/or supplies approximately 1,700 retail locations across the Northeast states, the Mid-Atlantic, and Texas, providing the fuels people need to keep them on the go at their unique guest-focused convenience destinations. Recognized as one of Fortune’s Most Admired Companies, Global Partners is embracing progress and diversifying to meet the needs of the energy transition.
Global Partners, a master limited partnership, trades on the New York Stock Exchange under the ticker symbol “GLP.” For additional information, visit www.globalp.com.
Use of Non-GAAP Financial Measures
Product Margin
Global Partners views product margin as an important performance measure of the core profitability of its operations. The Partnership reviews product margin monthly for consistency and trend analysis. Global Partners defines product margin as product sales minus product costs. Product sales primarily include sales of unbranded and branded gasoline, distillates, residual oil, renewable fuels and crude oil, as well as convenience store and prepared food sales, gasoline station rental income and revenue generated from logistics activities when the Partnership engages in the storage, transloading and shipment of products owned by others. Product costs include the cost of acquiring products and all associated costs including shipping and handling costs to bring such products to the point of sale as well as product costs related to convenience store items and costs associated with logistics activities. The Partnership also looks at product margin on a per unit basis (product margin divided by volume). Product margin is a non-GAAP financial measure used by management and external users of the Partnership’s consolidated financial statements to assess its business. Product margin should not be considered an alternative to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, product margin may not be comparable to product margin or a similarly titled measure of other companies.
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EBITDA and Adjusted EBITDA
EBITDA and adjusted EBITDA are non-GAAP financial measures used as supplemental financial measures by management and may be used by external users of Global Partners’ consolidated financial statements, such as investors, commercial banks and research analysts, to assess the Partnership’s:
| · | compliance<br> with certain financial covenants included in its debt agreements; |
|---|---|
| · | financial<br> performance without regard to financing methods, capital structure, income taxes or historical<br> cost basis; |
| --- | --- |
| · | ability<br> to generate cash sufficient to pay interest on its indebtedness and to make distributions<br> to its partners; |
| --- | --- |
| · | operating<br> performance and return on invested capital as compared to those of other companies in the<br> wholesale, marketing, storing and distribution of refined petroleum products, gasoline blendstocks,<br> renewable fuels, crude oil and propane, and in the gasoline stations and convenience stores<br> business, without regard to financing methods and capital structure; and |
| --- | --- |
| · | viability<br> of acquisitions and capital expenditure projects and the overall rates of return of alternative<br> investment opportunities. |
| --- | --- |
Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets, goodwill and long-lived asset impairment charges and Global’s proportionate share of EBITDA related to its Spring Partners Retail LLC joint venture, which is accounted for using the equity method. EBITDA and adjusted EBITDA should not be considered as alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, EBITDA and adjusted EBITDA may not be comparable to similarly titled measures of other companies.
Distributable Cash Flow and AdjustedDistributable Cash Flow
Distributable cash flow is an important non-GAAP financial measure for the Partnership’s limited partners since it serves as an indicator of Global’s success in providing a cash return on their investment. Distributable cash flow as defined by the Partnership’s partnership agreement (the “partnership agreement”) is net income plus depreciation and amortization minus maintenance capital expenditures, as well as adjustments to eliminate items approved by the audit committee of the board of directors of the Partnership’s general partner that are extraordinary or non-recurring in nature and that would otherwise increase distributable cash flow.
Distributable cash flow as used in the partnership agreement also determines Global’s ability to make cash distributions on its incentive distribution rights. The investment community also uses a distributable cash flow metric similar to the metric used in the partnership agreement with respect to publicly traded partnerships to indicate whether or not such partnerships have generated sufficient earnings on a current or historical level that can sustain distributions on preferred or common units or support an increase in quarterly cash distributions on common units. The partnership agreement does not permit adjustments for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.
Adjusted distributable cash flow is a non-GAAP financial measure intended to provide management and investors with an enhanced perspective of the Partnership’s financial performance. Adjusted distributable cash flow is distributable cash flow (as defined in the partnership agreement) further adjusted for Global’s proportionate share of distributable cash flow related to its Spring Partners Retail LLC joint venture, which is accounted for using the equity method. Adjusted distributable cash flow is not used in the partnership agreement to determine the Partnership’s ability to make cash distributions and may be higher or lower than distributable cash flow as calculated under the partnership agreement.
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Distributable cash flow and adjusted distributable cash flow should not be considered as alternatives to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, the Partnership’s distributable cash flow and adjusted distributable cash flow may not be comparable to distributable cash flow or similarly titled measures of other companies.
Forward-looking Statements
Certain statements and information in this press release may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Global’s current expectations and beliefs concerning future developments and their potential effect on the Partnership. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Partnership will be those that it anticipates. Forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership’s control) including, without limitation, uncertainty around the timing of an economic recovery in the United States which will impact the demand for the products we sell and the services that we provide, and assumptions that could cause actual results to differ materially from the Partnership’s historical experience and present expectations or projections. We believe these assumptions are reasonable given currently available information. Our assumptions and future performance are subject to a wide range of business risks, uncertainties and factors, which are described in our filings with the Securities and Exchange Commission (SEC).
For additional information regarding known material factors that could cause actual results to differ from the Partnership’s projected results, please see Global’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Global undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
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GLOBAL PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Sales | $ | 4,694,416 | $ | 4,422,238 | $ | 13,913,538 | $ | 12,977,328 | ||||
| Cost of sales | 4,423,048 | 4,136,189 | 13,114,567 | 12,188,260 | ||||||||
| Gross profit | 271,368 | 286,049 | 798,971 | 789,068 | ||||||||
| Costs and operating expenses: | ||||||||||||
| Selling, general and administrative expenses | 76,289 | 70,495 | 224,781 | 212,646 | ||||||||
| Operating expenses | 132,505 | 137,126 | 394,883 | 387,235 | ||||||||
| Amortization expense | 1,275 | 2,288 | 4,063 | 6,146 | ||||||||
| Net gain on sale and disposition of assets | (136 | ) | (7,805 | ) | (2,355 | ) | (10,609 | ) | ||||
| Long-lived asset impairment | 20 | 492 | 231 | 492 | ||||||||
| Total costs and operating expenses | 209,953 | 202,596 | 621,603 | 595,910 | ||||||||
| Operating income | 61,415 | 83,453 | 177,368 | 193,158 | ||||||||
| Other income (loss) and (expense): | ||||||||||||
| Income (loss) from equity method investments | 655 | (147 | ) | 3,071 | (1,872 | ) | ||||||
| Interest expense | (33,316 | ) | (35,129 | ) | (103,878 | ) | (100,356 | ) | ||||
| Loss on early extinguishment of debt | (176 | ) | - | (2,971 | ) | - | ||||||
| Income before income tax benefit (expense) | 28,578 | 48,177 | 73,590 | 90,930 | ||||||||
| Income tax benefit (expense) | 447 | (2,255 | ) | (671 | ) | (4,461 | ) | |||||
| Net income | 29,025 | 45,922 | 72,919 | 86,469 | ||||||||
| Less: General partner's interest in net income, including incentive distribution rights | 4,799 | 4,118 | 13,826 | 11,056 | ||||||||
| Less: Preferred limited partner interest in net income | 1,781 | 1,781 | 5,343 | 7,794 | ||||||||
| Less: Redemption of Series A preferred limited partner units | - | - | - | 2,634 | ||||||||
| Net income attributable to common limited partners | $ | 22,445 | $ | 40,023 | $ | 53,750 | $ | 64,985 | ||||
| Basic net income per common limited partner unit (1) | $ | 0.66 | $ | 1.18 | $ | 1.59 | $ | 1.92 | ||||
| Diluted net income per common limited partner unit (1) | $ | 0.66 | $ | 1.17 | $ | 1.57 | $ | 1.90 | ||||
| Basic weighted average common limited partner units outstanding | 33,874 | 33,781 | 33,893 | 33,884 | ||||||||
| Diluted weighted average common limited partner units outstanding | 34,157 | 34,193 | 34,239 | 34,255 |
(1) 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. Net income attributable to common limited partners is divided by the weighted average common units outstanding in computing the net income per limited partner unit.
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GLOBAL PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 17,932 | $ | 8,208 |
| Accounts receivable, net | 521,482 | 472,591 | ||
| Accounts receivable - affiliates | 5,051 | 6,250 | ||
| Inventories | 478,511 | 594,072 | ||
| Brokerage margin deposits | 20,599 | 20,135 | ||
| Derivative assets | 8,183 | 13,710 | ||
| Prepaid expenses and other current assets | 82,363 | 92,414 | ||
| Total current assets | 1,134,121 | 1,207,380 | ||
| Property and equipment, net | 1,653,924 | 1,706,605 | ||
| Right of use assets, net | 323,033 | 302,199 | ||
| Intangible assets, net | 14,620 | 18,683 | ||
| Goodwill | 421,913 | 421,913 | ||
| Equity method investments | 112,472 | 92,709 | ||
| Other assets | 40,201 | 38,709 | ||
| Total assets | $ | 3,700,284 | $ | 3,788,198 |
| Liabilities and partners' equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 486,343 | $ | 509,975 |
| Working capital revolving credit facility - current portion | 140,600 | 129,500 | ||
| Lease liability - current portion | 55,020 | 56,780 | ||
| Environmental liabilities - current portion | 7,704 | 7,704 | ||
| Trustee taxes payable | 63,487 | 66,753 | ||
| Accrued expenses and other current liabilities | 167,245 | 223,304 | ||
| Derivative liabilities | 13,506 | 6,105 | ||
| Total current liabilities | 933,905 | 1,000,121 | ||
| Working capital revolving credit facility - less current portion | 100,000 | 100,000 | ||
| Revolving credit facility | 124,800 | 167,000 | ||
| Senior notes | 1,231,996 | 1,186,723 | ||
| Lease liability - less current portion | 274,134 | 251,745 | ||
| Environmental liabilities - less current portion | 89,034 | 91,367 | ||
| Financing obligations | 130,972 | 134,475 | ||
| Deferred tax liabilities | 64,523 | 63,548 | ||
| Other long-term liabilities | 68,436 | 76,606 | ||
| Total liabilities | 3,017,800 | 3,071,585 | ||
| Partners' equity | 682,484 | 716,613 | ||
| Total liabilities and partners' equity | $ | 3,700,284 | $ | 3,788,198 |
7
GLOBAL PARTNERS LP
FINANCIAL RECONCILIATIONS
(In thousands)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Reconciliation of gross profit to product margin: | ||||||||||||
| Wholesale segment: | ||||||||||||
| Gasoline and gasoline blendstocks | $ | 61,480 | $ | 43,024 | $ | 177,443 | $ | 143,197 | ||||
| Distillates and other oils | 16,499 | 28,118 | 85,908 | 69,230 | ||||||||
| Total | 77,979 | 71,142 | 263,351 | 212,427 | ||||||||
| Gasoline Distribution and Station Operations segment: | ||||||||||||
| Gasoline distribution | 144,763 | 164,122 | 408,430 | 433,065 | ||||||||
| Station operations | 74,132 | 73,590 | 206,216 | 213,831 | ||||||||
| Total | 218,895 | 237,712 | 614,646 | 646,896 | ||||||||
| Commercial segment | 6,998 | 9,509 | 20,248 | 22,699 | ||||||||
| Combined product margin | 303,872 | 318,363 | 898,245 | 882,022 | ||||||||
| Depreciation allocated to cost of sales | (32,504 | ) | (32,314 | ) | (99,274 | ) | (92,954 | ) | ||||
| Gross profit | $ | 271,368 | $ | 286,049 | $ | 798,971 | $ | 789,068 | ||||
| Reconciliation of net income to EBITDA and adjusted EBITDA: | ||||||||||||
| Net income | $ | 29,025 | $ | 45,922 | $ | 72,919 | $ | 86,469 | ||||
| Depreciation and amortization | 35,236 | 35,753 | 107,265 | 103,505 | ||||||||
| Interest expense | 33,316 | 35,129 | 103,878 | 100,356 | ||||||||
| Income tax (benefit) expense | (447 | ) | 2,255 | 671 | 4,461 | |||||||
| EBITDA (1) | 97,130 | 119,059 | 284,733 | 294,791 | ||||||||
| Net gain on sale and disposition of assets | (136 | ) | (7,805 | ) | (2,355 | ) | (10,609 | ) | ||||
| Long-lived asset impairment | 20 | 492 | 231 | 492 | ||||||||
| (Income) loss from equity method investment (2) | (249 | ) | 147 | (1,125 | ) | 2,076 | ||||||
| EBITDA related to equity method investment (2) | 2,033 | 2,063 | 6,732 | 4,532 | ||||||||
| Adjusted EBITDA (1) | $ | 98,798 | $ | 113,956 | $ | 288,216 | $ | 291,282 | ||||
| Reconciliation of net cash provided by (used in) operating activities to EBITDA and adjusted EBITDA: | ||||||||||||
| Net cash provided by (used in) operating activities | $ | 19,026 | $ | 122,709 | $ | 183,756 | $ | (35,647 | ) | |||
| Net changes in operating assets and liabilities and certain non-cash items | 45,235 | (41,034 | ) | (3,572 | ) | 225,621 | ||||||
| Interest expense | 33,316 | 35,129 | 103,878 | 100,356 | ||||||||
| Income tax (benefit) expense | (447 | ) | 2,255 | 671 | 4,461 | |||||||
| EBITDA (1) | 97,130 | 119,059 | 284,733 | 294,791 | ||||||||
| Net gain on sale and disposition of assets | (136 | ) | (7,805 | ) | (2,355 | ) | (10,609 | ) | ||||
| Long-lived asset impairment | 20 | 492 | 231 | 492 | ||||||||
| (Income) loss from equity method investment (2) | (249 | ) | 147 | (1,125 | ) | 2,076 | ||||||
| EBITDA related to equity method investment (2) | 2,033 | 2,063 | 6,732 | 4,532 | ||||||||
| Adjusted EBITDA (1) | $ | 98,798 | $ | 113,956 | $ | 288,216 | $ | 291,282 | ||||
| Reconciliation of net income to distributable cash flow and adjusted distributable cash flow: | ||||||||||||
| Net income | $ | 29,025 | $ | 45,922 | $ | 72,919 | $ | 86,469 | ||||
| Depreciation and amortization | 35,236 | 35,753 | 107,265 | 103,505 | ||||||||
| Amortization of deferred financing fees | 1,935 | 1,872 | 5,593 | 5,576 | ||||||||
| Amortization of routine bank refinancing fees | (1,287 | ) | (1,193 | ) | (3,714 | ) | (3,580 | ) | ||||
| Maintenance capital expenditures | (11,929 | ) | (11,221 | ) | (31,421 | ) | (31,904 | ) | ||||
| Distributable cash flow (1)(3)(4) | 52,980 | 71,133 | 150,642 | 160,066 | ||||||||
| (Income) loss from equity method investment (2) | (249 | ) | 147 | (1,125 | ) | 2,076 | ||||||
| Distributable cash flow from equity method investment (2) | 558 | 359 | 2,594 | (111 | ) | |||||||
| Adjusted distributable cash flow (1)(4) | 53,289 | 71,639 | 152,111 | 162,031 | ||||||||
| Distributions to preferred unitholders (5) | (1,781 | ) | (1,781 | ) | (5,343 | ) | (7,794 | ) | ||||
| Adjusted distributable cash flow after distributions to preferred unitholders | $ | 51,508 | $ | 69,858 | $ | 146,768 | $ | 154,237 | ||||
| Reconciliation of net cash provided by (used in) operating<br> activities to distributable cash flow and adjusted distributable cash flow: | ||||||||||||
| Net cash provided by (used in) operating activities | $ | 19,026 | $ | 122,709 | $ | 183,756 | $ | (35,647 | ) | |||
| Net changes in operating assets and liabilities and certain non-cash items | 45,235 | (41,034 | ) | (3,572 | ) | 225,621 | ||||||
| Amortization of deferred financing fees | 1,935 | 1,872 | 5,593 | 5,576 | ||||||||
| Amortization of routine bank refinancing fees | (1,287 | ) | (1,193 | ) | (3,714 | ) | (3,580 | ) | ||||
| Maintenance capital expenditures | (11,929 | ) | (11,221 | ) | (31,421 | ) | (31,904 | ) | ||||
| Distributable cash flow (1)(3)(4) | 52,980 | 71,133 | 150,642 | 160,066 | ||||||||
| (Income) loss from equity method investment (2) | (249 | ) | 147 | (1,125 | ) | 2,076 | ||||||
| Distributable cash flow from equity method investment (2) | 558 | 359 | 2,594 | (111 | ) | |||||||
| Adjusted distributable cash flow (1)(4) | 53,289 | 71,639 | 152,111 | 162,031 | ||||||||
| Distributions to preferred unitholders (5) | (1,781 | ) | (1,781 | ) | (5,343 | ) | (7,794 | ) | ||||
| Adjusted distributable cash flow after distributions to preferred unitholders | $ | 51,508 | $ | 69,858 | $ | 146,768 | $ | 154,237 |
(1) EBITDA, adjusted EBITDA, distributable cash flow ("DCF") and adjusted DCF include a loss on early extinguishment of debt of $0.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively, related to the redemption of the Partnership's 7.00% senior notes due 2027.
(2) Represents the Partnership's proportionate share of income or loss, EBITDA and DCF, as applicable, related to the Partnership's 49.99% interest in its Spring Valley Partners Retail LLC joint venture, which is accounted for using the equity method.
(3) As defined by the Partnership's partnership agreement, DCF is not adjusted for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.
(4) DCF and adjusted DCF include a net gain on sale and disposition of assets and long-lived asset impairment of $0.1 million and $7.3 million for the three months ended September 30, 2025 and 2024, respectively, and $2.1 million and $10.1 million for the nine months ended September 30, 2025 and 2024, respectively. DCF also includes income (loss) of $0.2 million and ($0.1 million) for the three months ended September 30, 2025 and 2024, respectively, and $1.1 million and ($2.1 million) for the nine months ended September 30, 2025 and 2024, respectively, related to the Partnership's 49.99% interest in its Spring Valley Partners Retail LLC joint venture, which is accounted for using the equity method.
(5) Distributions to preferred unitholders represent the distributions payable to the Series A preferred unitholders and the Series B preferred unitholders earned during the period. Distributions on the Series A preferred units and the Series B preferred units are cumulative and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year. On April 15, 2024, all of the Partnership's Series A preferred units were redeemed and are no longer outstanding.
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