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GLOBAL PARTNERS LP 10-K 2007

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


FORM 10-K


(Mark One)

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the fiscal year ended December 31, 2006

 

 

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the transition period from                      to                      

 

Commission file number 001-32593

Global Partners LP

(Exact name of registrant as specified in its charter)

Delaware

 

74-3140887

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

P.O. Box 9161

800 South Street

Waltham, Massachusetts 02454-9161

(Address of principal executive offices, including zip code)

(781) 894-8800
(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of each class

 

Name of each exchange on which registered

Common Units representing limited partner interests

 

New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
o   No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o   No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.:

Large accelerated filer   o         Accelerated filer   x         Non-accelerated filer   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
o   No x

The aggregate market value of common units held by non-affiliates of the registrant (treating directors and executive officers of the registrant’s general partner and holders of 10% or more of the common units outstanding, for this purpose, as if they were affiliates of the registrant) as of June 30, 2006 was approximately $97,835,184, based on a price per common unit of $20.43, the price at which the common units were last sold as reported on the New York Stock Exchange on such date.

As of March 1, 2007, 5,642,424 common units and 5,642,424 subordinated units were outstanding.

 




TABLE OF CONTENTS

PART I

 

 

 

 

Items 1. and 2.

 

Business and Properties

 

 

Item 1A.

 

Risk Factors

 

 

Item 1B.

 

Unresolved Staff Comments

 

 

Item 3.

 

Legal Proceedings

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

 

 

 

 

PART II

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

 

Item 6.

 

Selected Financial Data

 

 

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

Item 7A.

 

Quantitative and Qualitative Disclosures about Market Risk

 

 

Item 8.

 

Financial Statements and Supplementary Data

 

 

Item 9.

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

 

Item 9A.

 

Controls and Procedures

 

 

Item 9B.

 

Other Information

 

 

 

 

 

PART III

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

 

Item 11.

 

Executive Compensation

 

 

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

 

Item 14.

 

Principal Accountant Fees and Services

 

 

 

 

 

PART IV

 

 

 

 

Item 15.

 

Exhibits and Financial Statement Schedules

 

 




Forward-Looking Statements

This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of the federal securities laws.  These forward-looking statements are identified as any statements that do not relate strictly to historical or current facts and can generally be identified by the use of forward-looking terminology, including “may,” “believe,” “expect,” “anticipate,” “estimate,” “continue” or other similar words.  Such statements may discuss future expectations for, or contain projections of, results of operations, financial condition or our ability to make distributions to unitholders or state other “forward-looking” information.  Forward-looking statements are not guarantees of performance.  Although we believe these forward-looking statements are based on reasonable assumptions, statements made regarding future results are subject to a number of assumptions, uncertainties and risks, many of which are beyond our control, which may cause future results to be materially different from the results stated or implied in this document.  These risks and uncertainties include, among other things:

·       We may not have sufficient cash from operations to enable us to pay the minimum quarterly distribution following establishment of cash reserves and payment of fees and expenses, including payments to our general partner.

·       Warmer weather conditions could adversely affect our results of operations and cash available for distribution to our unitholders.

·       Our risk management policies cannot eliminate all commodity risk.  In addition, any noncompliance with our risk management policies could result in significant financial losses.

·       We are exposed to trade credit risk in the ordinary course of our business activities.

·       Due to our lack of asset and geographic diversification, adverse developments in the terminals that we use or in our operating areas could reduce our ability to make distributions to our unitholders.

·       We are exposed to performance risk in our supply chain.

·       Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests to the detriment of unitholders.

·       Unitholders have limited voting rights and are not entitled to elect our general partner or its directors or initially to remove our general partner without its consent, which could lower the trading price of our common units.

·       Unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.

Additional information about risks and uncertainties that could cause actual results to differ materially from forward-looking statements is contained in Item 1A, “Risk Factors” in this Annual Report on Form 10-K.

All forward-looking statements included in this Annual Report on Form 10-K and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.  The forward-looking statements speak only as of the date made, other than as required by law, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Available Information

We make available free of charge through our website, www.globalp.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file or furnish such material with the Securities and Exchange Commission (“SEC”).  These documents are also available at the SEC’s website at www.sec.gov.  Our website also includes our Code of Business Conduct and Ethics, our Governance Guidelines and the charters of our Audit Committee and Compensation Committee.

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PART I

References in this Annual Report on Form 10-K to “Global Partners LP,” “we,” “our,” “us” or like terms when used in a historical context refer to the business of Global Companies LLC and its affiliates, Glen Hes Corp., Global Montello Group LLC and Chelsea Sandwich LLC (collectively, “Global Companies LLC and Affiliates”).  When used in the present tense or prospectively, those terms refer to Global Partners LP and its subsidiaries.

Items 1. and 2.                  Business and Properties.

Overview

We are a publicly traded Delaware limited partnership formed in March 2005.  On October 4, 2005, we completed the initial public offering of our common units representing limited partner interests.  We have four operating subsidiaries which are wholly owned by Global Operating LLC, a wholly owned subsidiary of ours:  Global Companies LLC, its subsidiary, Glen Hes Corp., Global Montello Group Corp. and Chelsea Sandwich LLC.  Global GP LLC, our general partner, manages our operations and activities and employs our officers and substantially all of our personnel.

We own, control or have access to one of the largest terminal networks of refined petroleum products in the Northeast.  We are one of the largest wholesale distributors of gasoline, distillates (such as home heating oil, diesel and kerosene) and residual oil to wholesalers, retailers and commercial customers in the Northeast.  In 2006, we sold approximately $4.5 billion in refined petroleum products.  In 2006, we owned, leased or maintained dedicated storage facilities at 16 refined petroleum product bulk terminals, each with the capacity of more than 50,000 barrels, including 10 located throughout New England that are supplied primarily by marine transport, pipeline or truck and that collectively have approximately 6.9 million barrels of storage capacity.  We also have throughput or exchange agreements at six bulk terminals and 34 inland storage facilities.

We purchase our refined petroleum products primarily from domestic and foreign refiners, traders and producers and sell these products in two segments, Wholesale and Commercial.  In 2006, our Wholesale sales accounted for approximately 91% of our total sales and our Commercial sales accounted for approximately 9%.

As demand for some of our refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, sales are generally higher during the first and fourth quarters of the calendar year which may result in significant fluctuations in our quarterly operating results.  However, our results of operations are less weather sensitive than they have been in the past.  In 2006, our volume in transportation fuels, which represents a growing portion of our sales and are not impacted by weather conditions, exceeded our heating oil volumes.  The increase in the non-weather sensitive components of our business helps to partially offset the economic impact that warmer weather conditions may have on our home heating oil and residual oil sales.  In addition, substantial portions of our heating oil are sold on a forward fixed basis.

Business Strategies

Our primary business objective is to increase distributable cash flow per unit by continuing to execute the following strategies:

·       Expand Within and Beyond Our Core New England Market.   We continue to pursue strategic and accretive acquisitions of assets and marketing businesses both within our existing area of operations and in new geographic areas.  Consistent with this strategy, in 2006, we acquired terminals in Bridgeport, Connecticut and Macungie, Pennsylvania that complement our existing terminal asset base and marketing business and continued to expand into Long Island and Albany, New York.  We target businesses with (1) terminal assets, (2) a marketing division that has, among other attributes, consistent cash flow and stable customer lists or (3) a combination of these attributes.  We assign value to the marketing opportunities associated with terminal assets.  Because of our interest in purchasing marketing businesses as well as physical assets, we believe we have a competitive advantage over bidders interested in purchasing only physical assets.  In addition, we continue to seek strategic

3




relationships with companies that are looking to outsource their wholesale marketing business, as these opportunities allow us to leverage our strengths in marketing infrastructure and credit fundamentals.  We currently have marketing arrangements with a major supplier of unbranded gasoline in several northeastern states as well as one distillate supplier in the Northeast.

·       Serve as a Preferred Supplier to Our Customers.   We believe that our customers value dependability and quality of supply.  We strive to maintain a level of inventory to ensure that the supply needs of our customers are always satisfied.  During periods of product shortages, we have historically succeeded in sustaining a supply of product sufficient to meet the needs of our customers while many of our competitors have not.  We own, control or have access to bulk terminals and inland storage facilities that are strategically located for ease of access by our customers.  Such access reduces our customers’ transportation costs and maximizes the number of deliveries they can make.  Additionally, we satisfy specific customer needs by customizing our products, such as diesel and home heating oil, by blending and injecting additives.

·       Focus on Credit Fundamentals of Our Customers.   We manage our trade credit exposure through conservative management practices, such as:

·       pre-approving customers up to certain credit limits;

·       seeking secondary sources of repayment for trade credit, such as letters of credit or guarantees;

·       not offering to extend credit as a marketing tool to attract customers; and

·       placing many of our customers on automatic debit systems for payment.

As a result of these practices, in each of the past six years the amount of account receivables that we wrote off was less than one percent of sales.  Our ability to manage our trade credit exposure helps us to expand our marketing business and allowed us to enter into marketing arrangements with third parties where we assume the sales credit risk and the third party retains the commodity risk.

·       Minimize our Exposure to Commodity Price Volatility.   Although we take title to the products we sell, we actively manage our business to minimize commodity price exposure by using hedging techniques.  We seek to maintain a position that is substantially balanced between purchases and sales by establishing an offsetting sales position with a positive margin each time we commit to purchase a volume of product.

Product Sales

General

We sell our refined petroleum products in two segments, Wholesale and Commercial.  The majority of products we sell can be grouped into three categories, distillates, gasoline and residual oil.  In 2006, distillates, gasoline and residual oil accounted for approximately 50%, 36% and 14%, respectively, of our total volume sold.

Distillates.   Distillates are further divided into home heating oil, diesel and kerosene.  In 2006, sales of home heating oil, diesel and kerosene accounted for approximately 76%, 22% and 2%, respectively, of our total volume of distillates sold.

We sell generic home heating oil and Heating Oil Plus®, our proprietary premium branded heating oil.  Heating Oil Plus® is electronically blended at the delivery facility and is designed to reduce fuel-related service calls by reducing the problems associated with today’s fuel quality, such as plugged nozzles and clogged filters and pump screens.  In 2006, approximately 7% of the volume of home heating oil we sold to wholesale resellers was Heating Oil Plus®.  In addition, we sell to some wholesale resellers the additive used to create Heating Oil Plus®, make special injection systems available to them and provide technical support to assist them with blending.  We also educate the sales force of our customers to better prepare them for marketing our products to their customers.

4




 

We sell generic diesel and Diesel One®, our proprietary premium diesel product, to unbranded motor fuel stations, diesel-consuming truck fleets and other end users.  We also have the ability to blend diesel according to customers’ specifications.  Diesel One® is formulated to achieve consistent, high-quality fuel performance with the following benefits for all diesel engine applications:  better fuel quality, increased horsepower, lower maintenance costs, longer engine life and maximum cold weather operability.  We offer marketing and technical support for those customers who purchase Diesel One®.  In 2006, approximately 40% of the volume of diesel we sold to wholesale resellers was Diesel One®.

Gasoline.   We sell grades of unbranded gasoline that comply with seasonal and geographical requirements in the areas in which we market.  We have the ability to blend gasoline, and we sell conventional gasoline and ethanol blended gasoline in the markets that require such products.

Residual Oil.   We are one of two primary residual oil marketers in New England.  We specially blend residual oil for users in accordance with their individual power plant specifications.

Wholesale

In the Wholesale segment, we sell gasoline, home heating oil, diesel, kerosene and residual oil to unbranded retail gasoline stations and other resellers of transportations fuels, home heating oil retailers and wholesale distributors.  Generally, customers use their own vehicles or contract carriers to take delivery of the product at bulk terminals and inland storage facilities that we own or control or with which we have throughput arrangements.  Please read “—Storage.”

In 2006, we sold home heating oil, including Heating Oil Plus®, to over 900 wholesale distributors and retailers.  We have a fixed price sales program that we market primarily to wholesale distributors and retailers which uses the New York Mercantile Exchange (“NYMEX”) heating oil contract as the pricing benchmark as a vehicle to manage the commodity risk.  Please read “—Commodity Risk Management.”  In 2006, approximately 45% of our home heating oil volume was sold using forward fixed price contracts.  A forward fixed price contract requires our customer to purchase a specific volume at a specific price during a specific period.  The remaining home heating oil was sold on either a posted price or a price based on various indices which, in both instances, reflect current market conditions.

In 2006, we sold unbranded gasoline and diesel, including Diesel One®, to approximately 750 wholesalers and retail gasoline station operators, vehicles, fleet and marine users and other end users throughout the Northeast.

We have marketing arrangements with a major supplier of unbranded gasoline in several northeastern states as well as a distillate supplier in the Northeast.  We are responsible for marketing and we bear the credit risk.

In 2006, we sold residual oil to approximately 25 wholesale distributors.  Our Wholesale residual oil sales were accomplished through forward fixed contracts or by using market-related prices, either posted prices or indexed prices to reflect current market conditions.

Financial information with respect to the Wholesale segment, including information concerning revenues, gross profit, net product margin and total assets may be found under Item 7, “Management’s Discussion and Analysis and Results of Operations” and in Note 16 of Notes to Financial Statements included elsewhere in this Annual Report on Form 10-K.

Commercial

Our Commercial segment includes sales of unbranded gasoline, home heating oil, diesel, kerosene and residual oil to customers in the public sector through competitive bidding and to large commercial and industrial customers.  Our Commercial segment also includes custom blended residual oil and distillates delivered by barges or from a terminal dock.  In 2006, this segment accounted for approximately 12% of our total volume for all refined petroleum products sold.

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Our commercial customers include federal and state agencies, municipalities, large industrial companies, many autonomous authorities, such as transportation authorities and water resource authorities, colleges and universities and a select group of small utilities.  Unlike our Wholesale segment, in our Commercial segment, we generally arrange the delivery of the product to the customer’s designated location.  We typically hire third-party common carriers to deliver the product.  Please read “—Storage.”

In this segment, we respond to publicly-issued requests for product proposals and quotes.  As of December 31, 2006, we had contracts as a result of this public bidding process with the U.S. government and the states of Massachusetts, New Hampshire and Rhode Island.  We also had contracts with more than 43 municipalities, 4 autonomous authorities and 13 institutional customers in New England to meet their various fuel requirements.

A majority of the contracts in our bid business are for a term of one year.  The volumes of these contracts range from 7,500 to 11 million gallons annually. We offer both fixed and indexed (floating) price and volume contracts to customers.  The majority of bid activity is priced using an indexed price with the index typically chosen by the issuing authority in its solicitation for the bid proposal.  The indexed prices are usually referenced to one of five industry publications and/or the utilization of regulated exchanges.

In addition to these products, our Commercial segment includes sales of a small amount of natural gas which is delivered through a pipeline.  In 2006, sales of natural gas accounted for approximately 10% of the total sales generated in our Commercial segment.

Our commercial customers also include cruise ships, dry and wet bulk carriers, fishing fleets and other marine vessels.  We blend the fuel to the customers’ specifications at the terminal facility or on the barge and then deliver the resulting bunker fuel directly to the ship or barge.

Financial information with respect to the Commercial segment, including information concerning revenues, gross profit, net product margin and total assets may be found under Item 7, “Management’s Discussion and Analysis and Results of Operations” and in Note 16 of Notes to Financial Statements included elsewhere in this Annual Report on Form 10-K.

Supply

Our products come from some of the major energy companies in the world.  Cargos are sourced from the United States, Canada, South America, the former Soviet Republics, Europe and occasionally from Asia.  During 2006, we purchased an average of approximately 162,000 barrels per day of refined petroleum products from approximately 85 suppliers.  In 2006, our top eight suppliers were ExxonMobil Corporation, Morgan Stanley Capital Group, Petróleos de Venezuela, S.A., Citgo Petroleum Corporation, ConocoPhillips Co., Giant Industries, Inc., Vitol S.A. and Repsol YPF Trading & Transport, S.A., and accounted for 73% of our product purchases by volume.  We enter into supply agreements with these suppliers on a term basis or a spot basis.  With respect to trade terms, our supply purchases vary depending on the particular contract from prompt payment (usually three days) to net 30 days.  Please read “—Commodity Risk Management.”

Commodity Risk Management

Since we take title to the refined petroleum products that we sell, we are exposed to commodity risk.  Commodity risk describes the risk of unfavorable market fluctuations in the price of commodities such as refined petroleum products.  We endeavor to minimize commodity risk in connection with our daily operations.  Generally, as we purchase and/or store refined petroleum products, we reduce commodity risk and establish a margin by selling the product for physical delivery to third parties, selling forward contracts on regulated exchanges or using derivatives.  Products are generally purchased and sold at fixed prices or at indexed prices.  While we use these transactions to seek to maintain a position that is substantially balanced between purchased volumes versus sales volumes through regulated exchanges or derivatives, we may experience net unbalanced positions for short periods of time as a result of variances in daily sales and transportation and delivery schedules as well as logistical issues associated with inclement weather conditions.  In connection with managing these positions and maintaining a constant presence in the marketplace, both necessary for our business, we engage in a

6




controlled trading program for up to an aggregate of 250,000 barrels of refined petroleum products on any day.  Our general policy is not to hold refined petroleum products, futures contracts or other derivative products and instruments for the sole purpose of speculating on price change.  While our policies are designed to minimize market risk, some degree of exposure to unforeseen fluctuations in market conditions remains.

Operating results are sensitive to a number of factors.  Such factors include commodity location, grades of product, individual customer demand for grades or location of product, localized market price structures, availability of transportation facilities, daily delivery volumes that vary from expected quantities and timing and costs to deliver the commodity to the customer.  The term “basis risk” is used to describe the inherent market price risk created when a commodity of certain grade or location is purchased, sold or exchanged versus a purchase, sale or exchange of a like commodity of varying location or grade including, without limitation, timing differential.  We attempt to reduce our exposure to basis risk by grouping our purchase and sale activities by geographical region in order to stay balanced within such designated region.  However, there can be no assurance that all basis risk is or will be eliminated.

With respect to the pricing of commodities, we enter into future contracts to minimize or hedge the impact of market fluctuations on our purchase and forward fixed sales of refined petroleum products.  Any hedge ineffectiveness is reflected in our results of operations.  We utilize the NYMEX, which is a regulated exchange for energy products that it trades, thereby reducing potential delivery and supply risks.  Generally, our practice is to close all NYMEX positions rather than make or receive physical deliveries.  With respect to other energy products, we enter into derivative agreements with counterparties that we believe have a strong credit profile, in order to hedge market fluctuations and/or lock-in margins relative to our commitments.

We monitor processes and procedures to prevent unauthorized trading by our personnel and to maintain substantial balance between purchases and sales or future delivery obligations.  We can provide no assurance, however, that these steps will detect and prevent all violations of such trading policies and procedures, particularly if deception or other intentional misconduct is involved.

Storage

Bulk terminals and inland storage facilities play a key role in the distribution of product to our customers.  We own six bulk terminals in the Northeast, lease the entirety of one bulk terminal in Massachusetts that we operate exclusively for our business and maintain dedicated storage facilities at another 9 bulk terminals.  Collectively, these bulk terminals provide us with approximately 6.9 million barrels of storage capacity, and our throughput volume at these facilities was approximately 1.3 billion gallons in 2006.  Additionally, we have throughput or exchange agreements with another six bulk terminals and 34 inland storage facilities.

Throughput arrangements allow us to store product at terminals owned by others.  Our customers can load product at these terminals, and we pay the owners of these terminals fees for services rendered in connection with the receipt, storage and handling of such product.  Compensation to the terminal owners may be fixed or based upon the volume of our product that is delivered at the terminal.

Exchange agreements also allow our customers to take delivery of product at a terminal that is not owned or leased by us.  An exchange is a contractual agreement where the parties exchange product at their respective terminals or facilities.  For example, we (or our customers) receive product that is owned by our exchange partner from such party’s facility or terminal, and we deliver the same volume of our product to such party (or to such party’s customers) out of one of the terminals in our terminal network.  Generally, both sides of an exchange transaction pay a handling fee (similar to a throughput fee), and often one party also pays a location differential that covers any excess transportation costs incurred by the other party in supplying product to the location at which the first party receives product.  Other differentials that may occur in exchanges (and result in additional payments) include product value differentials and timing differentials.

The bulk terminals and inland storage facilities from which we distribute product are supplied by ship, barge, truck, pipeline or rail.  The inland storage facilities, which we use exclusively to store distillates, are supplied with product from marine bulk terminals and delivered by truck.  Our customers receive product from our network of bulk terminals and inland storage facilities via truck, barge, rail or pipeline.

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Many of our bulk terminals operate 24 hours a day and consist of multiple storage tanks and automated truck loading equipment.  These automated systems monitor terminal access, volumetric allocations, credit control and carrier certification through the remote identification of customers.  In addition, some of the bulk terminals at which we market are equipped with truck loading racks capable of providing automated blending and additive packages which meet our customers’ specific requirements.

The locations of the inland storage facilities that we use, seven of which are exclusive to us, provide convenience to our customers and allow them to reduce their transportation costs by reducing their travel time (to and from a marine facility), thus enhancing their ability to make more deliveries per day.  We have longstanding relationships with many of the owners of the inland storage facilities that we use.  We also consider the use of additional and alternative inland storage facilities as new opportunities become available and frequently explore potential arrangements with the owners of other facilities.

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Bulk Terminals That We Own or Operate or at Which We Maintain Dedicated Storage

The following table lists the bulk terminals that we owned or operated or at which we maintained dedicated storage facilities of more than 50,000 barrels as of December 31, 2006:

Bulk Terminal

 

Total
Storage
Capacity
(barrels)

 

Products

 

Supply Source

 

Mode of Delivery

Owned by Us

 

 

 

 

 

 

 

 

Global Chelsea Terminal (Chelsea, MA)

 

684,600

 

Distillate; Residual Oil

 

Marine; Truck

 

Marine; Truck

 

 

 

 

 

 

 

 

 

Global South Portland Terminal (South Portland, ME)

 

657,700

 

Distillate; Residual Oil

 

Marine; Truck; Rail

 

Marine; Truck

 

 

 

 

 

 

 

 

 

Global Wethersfield Terminal (Wethersfield, CT)

 

183,700

 

Distillate

 

Pipeline; Truck

 

Truck

 

 

 

 

 

 

 

 

 

Global Sandwich Terminal
(Sandwich, MA)

 

95,400

 

Distillate

 

Marine; Truck

 

Truck

 

 

 

 

 

 

 

 

 

Global Macungie Terminal
(Macungie, PA)

 

170,300

 

Distillate; Gasoline

 

Pipeline; Truck

 

Truck

 

 

 

 

 

 

 

 

 

Global Bridgeport Terminal
(Bridgeport, CT)

 

109,800

 

Distillate

 

Marine; Pipeline; Truck

 

Pipeline; Truck

Subtotal

 

1,901,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leased and Operated by Us

 

 

 

 

 

 

 

 

Joffe Terminal (Springfield, MA)(1)

 

54,000

 

Distillate

 

Pipeline; Truck

 

Truck

Subtotal

 

54,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dedicated Storage Maintained by Us and Operated by Others

 

 

 

 

 

 

 

 

Revere Terminal (Revere, MA)(1)(2)

 

2,086,700

 

Distillate; Gasoline

 

Marine; Pipeline; Rail; Truck

 

Marine; Pipeline; Truck

 

 

 

 

 

 

 

 

 

Capital Terminal
(East Providence, RI)(1)

 

1,011,200

 

Distillate

 

Marine; Pipeline; Truck

 

Marine; Pipeline; Truck

 

 

 

 

 

 

 

 

 

Gateway Terminal (New Haven, CT)(1)

 

511,400

 

Distillate; Residual Oil

 

Marine; Pipeline; Truck;

 

Marine; Pipeline; Truck;

 

 

 

 

 

 

 

 

 

ExxonMobil (Everett, MA)

 

297,000

 

Distillate

 

Marine

 

Marine; Truck

 

 

 

 

 

 

 

 

 

Cibro Petroleum Products (Albany, NY)

 

694,400

 

Distillate; Residual Oil

 

Marine; Rail; Truck

 

Marine; Rail; Truck

 

 

 

 

 

 

 

 

 

Intercontinental Terminal Company (Deer Park, TX)

 

110,000

 

Refinery Feedstock and Petrochemical and Feedstock

 

Marine; Pipeline; Truck

 

Marine; Pipeline; Rail; Rail; Truck

 

 

 

 

 

 

 

 

 

Hess Bayonne (Bayonne, NJ)

 

72,000

 

Residual Oil

 

Marine

 

Marine

 

 

 

 

 

 

 

 

 

Hess Baltimore (Baltimore, MD)

 

112,000

 

Residual Oil

 

Marine

 

Marine

 

 

 

 

 

 

 

 

 

Plains Marketing, L.P. (Ingleside, TX)

 

50,000

 

Petrochemical Feedstock

 

Truck

 

Marine

 

 

 

 

 

 

 

 

 

Subtotal

 

4,944,700

 

 

 

 

 

 

Total

 

6,900,200

 

 

 

 

 

 


(1)             We are the sole marketer at this facility.

(2)             We entered into a terminalling agreement with a third party that reserved approximately 230,000 barrels of throughput and/or storage capabilities at this facility.

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Bulk Terminals with Throughput or Exchange Agreements

We also have throughput or exchange agreements for the storage of our products on a commingled basis at six bulk terminals.

Competition

We encounter varying degrees of competition based on product and geographic locations.  Our competitors include terminal companies, major integrated oil companies and their marketing affiliates and independent marketers of varying sizes, financial resources and experience.  In our core market of New England, Sprague Energy Corp. competes with us in virtually all product lines and for all customers.  In the residual oil markets, however, we face less competition because of the strategic locations of our storage facilities.  Residual oil is heated when stored and cannot be delivered long distances.  Bunkering requires facilities at ports to service vessels.  Within Boston Harbor, we have at Chelsea the largest storage capacity in Massachusetts committed to marine fuels and, furthermore, the Chelsea facility has multi-grade residual fuels.  In various other geographic markets, particularly the unbranded gasoline and distillates markets, we compete with integrated refiners, merchant refiners and regional marketing companies.

Environmental

General

Our business of supplying refined petroleum products involves a number of activities that are subject to extensive and stringent environmental laws.  As part of our business, we own and operate various petroleum storage and distribution facilities and must comply with environmental laws at the federal, state and local levels, which increases the cost of operating terminals and our business generally.

Our operations also utilize a number of petroleum storage facilities and distribution facilities that we do not own or operate, but at which refined petroleum products are stored.  We utilize these facilities through several different contractual arrangements, including leases, throughput and terminalling services agreements.  If facilities with which we contract that are owned and operated by third parties fail to comply with environmental laws, they could be shut down, requiring us to incur costs to use alternative facilities.

Environmental laws and regulations can restrict or impact our business activities in many ways, such as:

·       requiring remedial action to mitigate releases of hydrocarbons, hazardous substances or wastes caused by our operations or attributable to former operators;

·       requiring capital expenditures to comply with environmental control requirements; and

·       enjoining the operations of facilities deemed in noncompliance with environmental laws and regulations.

Failure to comply with environmental laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements and the issuance of orders enjoining future operations.  Certain environmental statutes impose strict, joint and several liability for costs required to clean up and restore sites where hydrocarbons, hazardous substances or wastes have been released or disposed of.  Moreover, neighboring landowners and other third parties may file claims for personal injury and property damage allegedly caused by the release of hydrocarbons, hazardous substances or other wastes into the environment.

The trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment.  As a result, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate.  We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and minimize the costs of such compliance.

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We do not believe that compliance with federal, state or local environmental laws and regulations will have a material adverse effect on our business, financial position or results of operations.  We can provide no assurance, however, that future events, such as changes in existing laws (including changes in the interpretation of existing laws), the promulgation of new laws, or the development or discovery of new facts or conditions will not cause us to incur significant costs.

Hazardous Materials and Waste Handling

In most instances, the environmental laws and regulations affecting our business relate to the release of hazardous substances into the water or soils and include measures to control pollution of the environment.  For instance, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, also known as CERCLA or the Superfund law, and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of hazardous substances into the environment.  These persons include the owner or operator of the site where the release occurred and companies that disposed or arranged for the disposal of the hazardous substances.  Under the Superfund law, these persons may be subject to joint and several liability for the costs of cleaning up hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies.  The Superfund law also authorizes the U.S. Environmental Protection Agency (“EPA”), and in some instances third parties, to act in response to threats to the public health or the environment and seek to recover from the responsible persons the costs they incur.  It is possible for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment.  In the course of our ordinary operations, we may generate, store or otherwise handle materials and wastes that fall within the Superfund law’s definition of a hazardous substance and, as a result, we may be jointly and severally liable under the Superfund law for all or part of the costs required to clean up sites at which those hazardous substances have been released into the environment.

We currently own, lease or utilize storage or distribution facilities where hydrocarbons are being or have been handled for many years.  Although we have utilized operating and disposal practices that were standard in the industry at the time, hydrocarbons or other wastes may have been disposed of or released on, under or from the properties owned or leased by us or on or under other locations where we have contractual arrangements or where these wastes have been taken for disposal.  In addition, many of these properties have been operated by third parties whose treatment and disposal or release of hydrocarbons or other wastes was not under our control.  These properties and wastes disposed thereon may be subject to the Superfund law or other federal and state laws.  Under these laws, we could be required to remove or remediate previously disposed wastes, including wastes disposed of or released by prior owners or operators, clean up contaminated property, including groundwater contaminated by prior owners or operators or make capital improvements to prevent future contamination.

Our operations generate a variety of wastes, including some hazardous wastes that are subject to the federal Resource Conservation and Recovery Act, as amended (“RCRA”) and comparable state laws.  By way of summary, these regulations impose detailed requirements for the handling, storage, treatment and disposal of hazardous waste.  Our operations also generate solid wastes which are regulated under state law or the less stringent solid waste requirements of the federal Solid Waste Disposal Act.  We believe that we are in material compliance with the existing requirements of RCRA, the Solid Waste Disposal Act, and similar state and local laws, and the cost involved in complying with these requirements is not material.

We incur ongoing costs for monitoring groundwater and/or remediation of contamination at several facilities that we operate.  Assuming that we will be able to continue to use common remedial and monitoring methods or associated engineering or institutional controls to demonstrate compliance with applicable regulatory requirements, as we have in the past and regulations currently allow, we believe that these costs will not have a material impact on our financial condition or results of operations.

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Above Ground Storage Tanks

Above-ground tanks that contain petroleum and other hazardous substances are subject to comprehensive regulation under environmental laws.  Generally, these laws impose liability for releases and require secondary containment systems for tanks or that the operators take alternative precautions to ensure that no contamination results from tank leaks or spills.  We believe we are in material compliance with environmental laws and regulations applicable to above ground storage tanks.

The Oil Pollution Act of 1990 (“OPA”) addresses three principal areas of oil pollution—prevention, containment and cleanup.  In order to handle, store or transport oil, we are required to file oil spill response plans with either the United States Coast Guard (for marine facilities) or the EPA.  States in which we operate have enacted laws similar to OPA.  Under OPA and comparable state laws, responsible parties for a regulated facility from which oil is discharged may be subject to strict, joint and several liability for removal costs and certain other consequences of an oil spill such as natural resource damages, where the spill is into navigable waters or along shorelines.  We believe we are in material compliance with regulations pursuant to OPA and similar state laws.

Under the authority of the federal Clean Water Act, the EPA imposes specific requirements for Spill Prevention, Control and Countermeasure (“SPCC”) plans that are designed to prevent, and minimize the impacts of, releases from above ground storage tanks.  We believe we are in substantial compliance with these requirements.

Water Discharges

The federal Clean Water Act imposes restrictions regarding the discharge of pollutants into navigable waters.  This law and comparable state laws require permits for discharging pollutants into state and federal waters and impose substantial liabilities for noncompliance.  EPA regulations also require us to obtain permits to discharge certain storm water runoff.  Storm water discharge permits also may be required by certain states in which we operate.  We believe that we hold the required permits and operate in material compliance with those permits.  While we have experienced permit discharge exceedences at some of our terminals, we do not expect any noncompliance with existing permits and foreseeable new permit requirements to have a material adverse effect on our financial position or results of operations.

Air Emissions

Our operations are subject to the federal Clean Air Act and comparable state and local laws.  Under such laws, permits are typically required to emit pollutants into the atmosphere.  We believe that we currently hold or have applied for all necessary air permits and that we are in material compliance with applicable air laws and regulations.  Although we can give no assurances, we are aware of no changes to air quality regulations that will have a material adverse effect on our financial condition or results of operations.

Various federal, state and local agencies have the authority to prescribe product quality specifications for the refined petroleum products that we sell, largely in an effort to reduce air pollution.  Failure to comply with these regulations can result in substantial penalties.  Although we can give no assurances, we believe we are currently in substantial compliance with these regulations.

Changes in product quality specifications could require us to incur additional handling costs or reduce our throughput volume.  For instance, different product specifications for different markets could require the construction of additional storage.  Also, states in which we operate have considered limiting the sulfur content of home heating oil.  If such regulations are enacted, this could restrict the supply of available heating oil, which could increase our costs to purchase such oil or limit our ability to sell heating oil.

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Environmental Insurance

We maintain insurance which may cover, in whole or in part, certain costs relating to the clean up of releases of refined petroleum products.  We maintain insurance policies with insurers in amounts and with coverage and deductibles as our general partner believes are reasonable and prudent.  These policies may not cover all environmental risks and costs and may not provide sufficient coverage in the event an environmental claim is made against us.

Security Regulation

Since the September 11, 2001 terrorist attacks on the United States, the U.S. government has issued warnings that energy infrastructure assets may be future targets of terrorist organizations.  These developments have subjected our operations to increased risks.  Increased security measures taken by us as a precaution against possible terrorist attacks have resulted in increased costs to our business.  Where required by federal or local laws, we have prepared security plans for the storage and distribution facilities we operate.  Terrorist attacks aimed at our facilities could adversely affect our business, and any global and domestic economic repercussions from terrorist activities could adversely affect our business.  For instance, terrorist activity could lead to increased volatility in prices for home heating oil, gasoline and other products we sell.

Insurance carriers are currently required to offer coverage for terrorist activities as a result of the federal Terrorism Risk Insurance Act of 2002 (“TRIA”).  We purchased this coverage with respect to our property and casualty insurance programs, which resulted in additional insurance premiums.  Pursuant to the Terrorism Risk Insurance Extension Act of 2005, TRIA has been extended through December 31, 2007.  Although we cannot determine the future availability and cost of insurance coverage for terrorist acts, we do not expect the availability and cost of such insurance to have a material adverse effect on our financial condition or results of operations.

Employee Safety

We are subject to the requirements of the Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers.  In addition, OSHA’s hazard communication standards require that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens.  We believe that we are in substantial compliance with the applicable OSHA requirements.

With respect to the transportation of refined petroleum products by truck, we only operate a limited number of trucks, as most of the trucks that distribute products we sell are owned and operated by third parties.  We are subject to regulations promulgated under the Federal Motor Carrier Safety Act for those trucks that we do operate.  These regulations cover the transportation of hazardous materials and are administered by the U.S. Department of Transportation.  We conduct ongoing training programs to help ensure that our operations are in compliance with applicable regulations.

Title to Properties, Permits and Licenses

We believe we have all leases, permits and licenses necessary for us to operate our business in all material respects.  With respect to any consents, permits or authorizations that have not been obtained, we believe that the failure to obtain these consents, permits or authorizations will have no material adverse effect on the operation of our business.

We believe we have satisfactory title to all of our assets.  Title to property may be subject to encumbrances.  We believe that none of these encumbrances will materially detract from the value of our properties or from our interest in these properties, nor will they materially interfere with the use of these properties in the operation of our business.

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We believe we have all of the assets needed, including all permits and licenses, to conduct our operations in all material respects.

The name GLOBAL, our logos and the name Global Petroleum Corp. are trademarks of Global Companies LLC.  In addition, we have trademarks for our premium fuels and additives, Diesel One, Heating Oil Plus and SubZero.

Facilities

We lease office space for our principal executive office in Waltham, Massachusetts.  The lease expires on December 31, 2008.

Employees

To carry out our operations, our general partner and certain of our operating subsidiaries employ approximately 180 full-time employees.  Eleven of the employees assigned to our terminal in Chelsea, Massachusetts are employed under collective bargaining agreements that expire in March 2008.  We believe we have good relations with the employees.

We have two shared services agreements, one with Global Petroleum Corp. and another with Alliance Energy Corp.  The services provided among these entities by any employees shared pursuant to these agreements does not limit the ability of such employees to provide all services necessary to properly run our business.  Please read Item 13, “Certain Relationships and Related Transactions, and Director Independence—Shared Services Agreements.”

Item 1A.                 Risk Factors

Risks Inherent in Our Business

We may not have sufficient cash from operations to enable us to pay the minimum quarterly distribution following establishment of cash reserves and payment of fees and expenses, including payments to our general partner.

We may not have sufficient available cash each quarter to pay the minimum quarterly distribution.  The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on, among other things:

·       competition from other companies that sell refined petroleum products in New England;

·       demand for refined petroleum products in the markets we serve;

·       seasonal variation in temperatures, which affects demand for home heating oil and residual oil to the extent that it is used for space heating;

·       the level of our operating costs, including payments to our general partner; and

·       prevailing economic conditions.

In addition, the actual amount of cash we have available for distribution will depend on other factors such as:

·       the level of capital expenditures we make;

·       the restrictions contained in our credit agreement;

·       our debt service requirements;

·       the cost of acquisitions;

·       fluctuations in our working capital needs;

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·       our ability to borrow under our credit agreement to make distributions to our unitholders; and

·       the amount of cash reserves established by our general partner, if any.

The amount of cash we have available for distribution depends primarily on our cash flow, including cash flow from financial reserves and working capital borrowings, and not solely on profitability, which will be affected by non-cash items.  As a result, we may make cash distributions during periods when we record losses and may not make cash distributions during periods when we record net income.

Our financial results are seasonal and generally lower in the second and third quarters of the calendar year, which may result in our need to borrow money in order to make distributions to our unitholders during these quarters.

Demand for some refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally higher during November through March than during April through October.  We obtain a significant portion of our sales of home heating oil and residual oil for space heating purposes during these winter months.  Therefore, our results of operations for the first and fourth calendar quarters are generally better than for the second and third quarters.  With lower cash flow during the second and third calendar quarters, we may be required to borrow money in order to pay the minimum quarterly distribution to our unitholders.  Any restrictions on our ability to borrow money could restrict our ability to make quarterly distributions to our unitholders.

Warmer weather conditions could adversely affect our results of operations and cash available for distribution to our unitholders.

Weather conditions have an impact on the demand for both home heating oil and residual oil.  Because we supply distributors whose customers depend on home heating oil and residual oil for space heating purposes during the winter, warmer-than-normal temperatures during the first and fourth calendar quarters in one or more regions in which we operate can decrease the total volume we sell and the gross profit realized on those sales and, consequently, our results of operations and cash available for distributions to our unitholders.

Our risk management policies cannot eliminate all commodity risk.  In addition, any noncompliance with our risk management policies could result in significant financial losses.

While our hedging policies are designed to minimize commodity risk, some degree of exposure to unforeseen fluctuations in market conditions remains.  For example, we change our hedged position daily in response to movements in our inventory.  If we overestimate or underestimate our sales from inventory, we may be unhedged for the amount of the overestimate or underestimate.  Also, significant increases in the costs of refined petroleum products can materially increase our costs to carry inventory.  We use our credit facility as our primary source of financing to carry inventory and may be limited on the amounts we can borrow to carry inventory.

We use the NYMEX to hedge our commodity risk with respect to pricing of energy products traded on the NYMEX.  Physical deliveries under NYMEX contracts are made in New York Harbor.  To the extent we need such deliveries in other ports, such as Boston Harbor, we may have basis risk.  Basis risk describes the inherent market price risk created when a commodity of certain grade or location is purchased, sold or exchanged versus a purchase, sale or exchange of a like commodity of varying location or grade.  Transportation costs and timing differential are components of basis risk.

We monitor processes and procedures to prevent unauthorized trading and to maintain substantial balance between purchases and sales or future delivery obligations.  We can provide no assurance, however, that these steps will detect and/or prevent all violations of such risk management policies and procedures, particularly if deception or other intentional misconduct is involved.

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We are exposed to trade credit risk in the ordinary course of our business activities.

We are exposed to risks of loss in the event of nonperformance by our customers and by counterparties of our forward contracts, options and swap agreements.  Some of our customers and counterparties may be highly leveraged and subject to their own operating and regulatory risks.  Even if our credit review and analysis mechanisms work properly, we may experience financial losses in our dealings with other parties.  Any increase in the nonpayment or nonperformance by our customers and/or counterparties could reduce our ability to make distributions to our unitholders.

Some of our competitors have capital resources many times greater than ours and control greater supplies of refined petroleum products.

Our competitors include terminal companies, major integrated oil companies and their marketing affiliates and independent marketers of varying sizes, financial resources and experience.  Some of our competitors have capital resources many times greater than ours and control greater supplies of refined petroleum products.  If we are unable to compete effectively, we may lose existing customers or fail to acquire new customers, which could have a material adverse effect on our results of operations and cash available for distribution to our unitholders.  For example, if a competitor attempts to increase market share by reducing prices, our operating results and cash available for distribution to our unitholders could be adversely affected.  We may not be able to compete successfully with these companies.

Some of our residual oil volumes are subject to customers switching to natural gas which could result in loss of customers, which in turn could have an adverse effect on our results of operations and cash available for distribution to our unitholders.

Our residual oil business competes for customers with suppliers of natural gas.  Those end users who are dual-fuel users have the ability to switch from residual oil to natural gas.  During a period of increasing residual oil prices relative to the prices of natural gas, dual-fuel using customers may switch to natural gas.  Such switching could have an adverse effect on our results of operations and cash available for distribution to our unitholders.  We could face additional competition from alternative energy sources, such as natural gas, as a result of government-mandated controls or regulation promoting the use of cleaner fuels.  Residual oil consumption has steadily declined over the last three decades.

Energy efficiency, new technology and alternative fuels, natural gas in particular, could reduce demand for our products and adversely affect our operating results and financial condition.

Increased conservation and technological advances, including installation of improved insulation and the development of more efficient furnaces and other heating devices, have adversely affected the demand for home heating oil and residual oil.  Future conservation measures or technological advances in heating, conservation, energy generation or other devices might reduce demand and adversely affect our operating results and cash available for distribution to our unitholders.

We are exposed to performance risk in our supply chain.

We rely upon our suppliers to timely produce the volumes and types of refined petroleum products for which they contract with us.  In the event one or more of our suppliers does not perform in accordance with its contractual obligations, we may be required to purchase product on the open market to satisfy forward contracts we have entered into with our customers in reliance upon such supply arrangements.  We purchase refined petroleum products from a variety of suppliers under term contracts and on the spot market.  In times of extreme market demand, we may be unable to satisfy our supply requirements.  Furthermore, a significant portion of our supply comes from other countries, which could be disrupted by political events.  In the event such supply becomes scarce, whether as a result of political events, natural disaster or otherwise, we may not be able to satisfy our supply requirements.  If any of these events were to occur, we may be required to pay more for product that we purchase on the open market, which could result in financial losses and adversely affect our results of operations and cash available for distribution to our unitholders.

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If we do not make acquisitions on economically-acceptable terms, our future growth may be limited.

Our ability to grow substantially depends on our ability to make acquisitions that result in an increase in operating surplus per unit.  We may be unable to make such accretive acquisitions for any of the following reasons:

·       we are unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts with them;

·       we are unable to raise financing for such acquisitions on economically-acceptable terms; or

·       we are outbid by competitors.

In addition, we may consummate acquisitions that at the time of consummation we believe will be accretive but that ultimately may not be accretive.

If any of these events were to occur, our future growth would be limited.  In particular, competition for midstream assets and businesses has intensified and, as a result, such assets and businesses have become more costly.

Our acquisition strategy involves risks that could reduce our ability to make distributions to our unitholders.

Even if we consummate acquisitions that we believe will be accretive, they may in fact result in no increase or even a decrease in cash available for distribution to our unitholders.  Any acquisition involves potential risks, including:

·       performance from the acquired assets and businesses that is below the forecasts we used in evaluating the acquisition;

·       a significant increase in our indebtedness and working capital requirements;

·       the inability to timely and effectively integrate the operations of recently acquired businesses or assets, particularly those in new geographic areas or in new lines of business;

·       the incurrence of substantial unforeseen environmental and other liabilities arising out of the acquired businesses or assets, including liabilities arising from the operation of the acquired businesses or assets prior to our acquisition, for which we are not indemnified or for which the indemnity is inadequate;

·       customer or key employee loss from the acquired businesses; and

·       diversion of our management’s attention from other business concerns.

If any acquisitions we ultimately consummate do not generate expected increases in cash available for distribution to our unitholders, our ability to make such distributions will be reduced.

We may not be able to renew our leases or our agreements for dedicated storage when they expire.

The bulk terminals we own or lease or at which we maintain dedicated storage facilities play a key role in moving product to our customers.  We lease the entirety of one bulk terminal that we operate exclusively for our business and maintain dedicated storage facilities at another 9 bulk terminals.  The agreements governing these arrangements are subject to expiration at various dates through 2013.  These arrangements may not be renewed when they expire or, if renewed, may not be renewed at rates and on terms at least as favorable.  If these agreements are not renewed or we are unable to renew these agreements at rates and on terms at least as favorable, it could have an adverse effect on our results of operations and cash available for distribution to our unitholders.

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A material amount of our terminalling capacity is controlled by one of our affiliates.  Loss of that capacity could have an adverse effect on our results of operations and cash available for distribution to our unitholders.

We currently have an exclusive throughput arrangement for the Revere terminal with one of our affiliates, Global Petroleum Corp.  This facility accounts for approximately 30% of our storage capacity.  We store distillates and gasoline at this facility.  The throughput agreement for this facility expires in 2013.  After expiration of the agreement, we can provide no assurance that Global Petroleum Corp. will continue to grant us exclusive use of the terminal or that the terms of a renegotiated agreement will be as favorable to us as the agreement it replaces.  If we are unable to renew the agreement or unable to renew on terms at least as favorable, it could have a material adverse effect on our results of operations and cash available for distribution to our unitholders.  Our general partner has no fiduciary duty to consider our interests in determining whether to renew the throughput arrangement.

Our sales are generated under contracts that must be renegotiated or replaced periodically.  If we are unable to successfully renegotiate or replace these contracts, our results of operations and cash available for distribution to our unitholders could be adversely affected.

Our sales are generated under contracts that must be periodically renegotiated or replaced.  Most of our arrangements with our customers are for a single season or on a spot basis.  As these contracts expire, they must be renegotiated or replaced.  We may be unable to renegotiate or replace these contracts when they expire, and the terms of any renegotiated contracts may not be as favorable as the contracts they replace.  Whether these contracts are successfully renegotiated or replaced is often times subject to factors beyond our control.  Such factors include fluctuations in refined petroleum product prices, counterparty ability to pay for or accept the contracted volumes and a competitive marketplace for the services offered by us.  If we cannot successfully renegotiate or replace our contracts or renegotiate or replace them on less favorable terms, sales from these arrangements could decline, and our ability to make distributions to our unitholders could be adversely affected.

Due to our lack of asset and geographic diversification, adverse developments in the terminals we use or in our operating areas would reduce our ability to make distributions to our unitholders.

We rely exclusively on sales generated from products distributed from the terminals we own or control or to which we have access.  Furthermore, almost all our assets and operations are located in New England.  Due to our lack of diversification in asset type and location, an adverse development in these businesses or areas, including adverse developments due to catastrophic events or weather and decreases in demand for refined petroleum products, could have a significantly greater impact on our results of operations and cash available for distribution to our unitholders than if we maintained more diverse assets and locations.

Our operations are subject to operational hazards and unforeseen interruptions for which we may not be adequately insured.

Our operations are subject to operational hazards and unforeseen interruptions such as natural disasters, adverse weather, accidents, fires, explosions, hazardous materials releases, mechanical failures and other events beyond our control.  If any of these events were to occur, we could incur substantial losses because of personal injury or loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage resulting in curtailment or suspension of our related operations.

We are not fully insured against all risks incident to our business.  Prior to the formation of our partnership, certain of the insurance policies covering entities that were contributed to us and our operations also provided coverage to entities that were not contributed to us as a part of our initial public offering.  The coverage available under those insurance policies has been allocated among our partnership and those entities that were not contributed to us.  This allocation may result in limiting the amount of recovery available to us for purposes of covered losses.

Furthermore, we may be unable to maintain or obtain insurance of the type and amount we desire at reasonable rates.  As a result of market conditions, premiums and deductibles for certain of our insurance policies

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have increased and could escalate further.  In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage.  If we were to incur a significant liability for which we are not fully insured, it could have a material adverse effect on our financial position and ability to make distributions to unitholders.

New, stricter environmental laws and regulations could significantly increase our costs, which could adversely affect our results of operations and financial condition.

Our operations are subject to federal, state and local laws and regulations regulating product quality specifications and other environmental matters.  The trend in environmental regulation is towards more restrictions and limitations on activities that may affect the environment.  Our business may be adversely affected by increased costs and liabilities resulting from such stricter laws and regulations.  We try to anticipate future regulatory requirements that might be imposed and to plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance.  However, there can be no assurances as to the timing and type of such changes in existing laws or the promulgation of new laws or the amount of any required expenditures associated therewith.

Our operations are subject to federal, state and local laws and regulations relating to environmental protection and operational safety that could require us to incur substantial costs.

The risk of substantial environmental costs and liabilities is inherent in terminal operations, and we may incur substantial environmental costs and liabilities.  Our operations involving the receipt, storage and redelivery of refined petroleum products are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment, or otherwise relating to the protection of the environment, operational safety and related matters.  Compliance with these laws and regulations increases our overall cost of business, including our capital costs to maintain and upgrade equipment and facilities.  We utilize a number of terminals that are owned and operated by third parties who are also subject to these stringent federal, state and local environmental laws in their operations.  Their compliance with these requirements could increase the cost of doing business with these facilities.

In addition, our operations could be adversely affected if shippers of refined petroleum products incur additional costs or liabilities associated with environmental regulations.  These shippers could increase their charges to us or discontinue service altogether.

Various governmental authorities, including the EPA, have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including fines, injunctions or both.  Joint and several liability may be incurred, without regard to fault or the legality of the original conduct, under federal and state environmental laws for the remediation of contaminated areas at our facilities and those where we do business.  Private parties, including the owners of properties located near our terminal facilities and those with whom we do business, also may have the right to pursue legal actions against us to enforce compliance with environmental laws, as well as seek damages for personal injury or property damage.  We may also be held liable for damages to natural resources.

The possibility exists that new, stricter laws, regulations or enforcement policies could significantly increase our compliance costs and the cost of any remediation that may become necessary, some of which may be material.  Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage in the event an environmental claim is made against us.  We may incur increased costs because of stricter pollution control requirements or liabilities resulting from noncompliance with required operating or other regulatory permits.  New environmental regulations might adversely affect our products and activities, including the storage of refined product, as well as waste management and our control of air emissions.  Federal and state agencies also could impose additional safety regulations to which we would be subject.  Because the laws and regulations applicable to our operations are subject to change, we cannot provide any assurance that compliance with future laws and regulations will not have a material effect on our results of operations.  Please read “Items 1. and 2. Business and Properties—Environmental” for more information.

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We are subject to federal, state and local laws and regulations that govern the product quality specifications of the refined petroleum products we purchase, store, transport and sell.

Various federal, state and local agencies have the authority to prescribe specific product quality specifications to the sale of commodities.  Our business includes such commodities.  Changes in product quality specifications, such as reduced sulfur content in refined petroleum products, or other more stringent requirements for fuels, could reduce our ability to procure product and our sales volume, require us to incur additional handling costs and/or require the expenditure of capital.  For instance, different product specifications for different markets could require additional storage.  If we are unable to procure product or recover these costs through increased sales, we may not be able to meet our financial obligations.  Failure to comply with these regulations could result in substantial penalties.  Please read “Item 3. Legal Proceedings—Environmental” for more information.

Any terrorist attacks aimed at our facilities and any global and domestic economic repercussions from terrorist activities and the government’s response could reduce our ability to make distributions to our unitholders.

Since the September 11, 2001 terrorist attacks on the United States, the U.S. government has issued warnings that energy assets may be future targets of terrorist organizations.  These developments have subjected our operations to increased risks.  We incurred costs for providing facility security and may incur additional costs in the future with respect to the receipt, storage and distribution of our products.  Additional security measures could also restrict our ability to distribute refined petroleum products.  Any future terrorist attack on our facilities, or those of our customers, could have a material adverse effect on our business and reduce our ability to make distributions to our unitholders.

Terrorist activity could lead to increased volatility in prices for home heating oil, gasoline and other products we sell, which could decrease our customers’ demand for these products.  Insurance carriers are required to offer coverage for terrorist activities as a result of federal legislation.  We purchased this coverage with respect to our property and casualty insurance programs.  This additional coverage resulted in additional insurance premiums which could increase further in the future.

We depend on key personnel for the success of our business, and some of those persons face conflicts in the allocation of their time to our business.

We depend on the services of our senior management team and other key personnel.  The loss of the services of any member of senior management or key employee could have an adverse effect on our business and reduce our ability to make distributions to our unitholders.  We may not be able to locate or employ on acceptable terms qualified replacements for senior management or other key employees if their services were no longer available.  Except with respect to Eric Slifka, Thomas Hollister and Edward Faneuil, neither we, our general partner nor any affiliate thereof entered into an employment agreement with, or, except for Eric Slifka, carry key man life insurance on, any member of our senior management team or other key personnel.

All of the executive officers of our general partner perform services for certain of our affiliates.  Please read Item 13, “Certain Relationships and Related Transactions, and Director Independence—Relationship of Management with Global Petroleum Corp. and Alliance Energy Corp.”

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We depend on unionized labor for the operation of our terminal in Chelsea, Massachusetts and at the facility in Revere, Massachusetts which is controlled and operated by one of our affiliates.  Any work stoppages or labor disturbances at these facilities could disrupt our business.

Certain of our employees at the terminal in Chelsea, Massachusetts and truck drivers directly employed by us are employed under collective bargaining agreements that expire in 2008.  Certain of Global Petroleum Corp.’s employees at the Revere, Massachusetts facility are similarly employed under a collective bargaining agreement.  Please read Items 1 and 2, “Business and Properties—Employees.”  Any work stoppages or other labor disturbances at these facilities or by these drivers could have an adverse effect on our business and reduce our ability to make distributions to our unitholders.  In addition, employees who are not currently represented by labor unions may seek union representation in the future, and any renegotiation of current collective bargaining agreements may result in terms that are less favorable to us.

Risks Inherent in an Investment in Us

Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests to the detriment of our unitholders.

Affiliates of our general partner, including directors and executive officers of our general partner, own a 49.5% limited partner interest in us and the 2.0% general partner interest.  Although our general partner has a fiduciary duty to manage us in a manner beneficial to us and our unitholders, the directors and officers of our general partner have a fiduciary duty to manage our general partner in a manner beneficial to its owners.  Furthermore, certain directors and officers of our general partner are directors or officers of affiliates of our general partner.  Conflicts of interest may arise between our general partner and its affiliates, on the one hand, and us and our unitholders, on the other hand.  As a result of these conflicts, our general partner may favor its own interests and the interests of its affiliates over the interests of our unitholders.  Please read “—Our partnership agreement limits our general partner’s fiduciary duties to unitholders and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.”  These conflicts include, among others, the following situations:

·       Our general partner is allowed to take into account the interests of parties other than us, such as affiliates of its members, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders.

·       Affiliates of our general partner may engage in competition with us under certain circumstances.  See    “—Certain members of the Slifka family and their affiliates may engage in activities that compete directly with us.”

·       Neither our partnership agreement nor any other agreement requires owners of our general partner to pursue a business strategy that favors us.  Directors and officers of our general partner’s owners have a fiduciary duty to make these decisions in the best interest of such owners which may be contrary to our interests.

·       Some officers of our general partner who provide services to us devote time to affiliates of our general partner.

·       Our general partner has limited its liability and reduced its fiduciary duties under the partnership agreement, while also restricting the remedies available to our unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty.  As a result of purchasing common units, unitholders consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law.

·       Our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuances of additional partnership securities and reserves, each of which can affect the amount of cash available for distribution to our unitholders.

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·       Our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or a capital expenditure for acquisitions or a capital improvement expenditure, which does not, and determination can affect the amount of cash distributed to our unitholders and the ability of the subordinated units to convert to common units.

·       In some instances, our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, make incentive distributions or accelerate the expiration of the subordination periods.

·       Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.

·       Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf.

·       Our general partner intends to limit its liability regarding our contractual and other obligations.

·       Our general partner may exercise its limited right to call and purchase common units if it and its affiliates own more than 80% of the common units.

·       Our general partner controls the enforcement of obligations owed to us by it and its affiliates.

·       Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.

Please read Item 13, “Certain Relationships and Related Transactions, and Director Independence—Omnibus Agreement.”

Our partnership agreement limits our general partner’s fiduciary duties to unitholders and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.

Our partnership agreement contains provisions that reduce the standards to which our general partner would otherwise be held by state fiduciary duty law.  For example, our partnership agreement:

·       permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner.  This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner.  Examples include the exercise of its limited call right, its voting rights with respect to the units it owns, its registration rights and its determination whether or not to consent to any merger or consolidation of us;

·       provides that our general partner shall not have any liability to us or our unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning it believed that the decision was in our best interests;

·       generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and

·       provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and

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non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct.

By purchasing a common unit, a common unitholder will become bound by the provisions of the partnership agreement, including the provisions described above.

Unitholders have limited voting rights and are not entitled to elect our general partner or its directors or initially remove our general partner without its consent, which could lower the trading price of our common units.

Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business.  Unitholders have no right to elect our general partner or its board of directors on an annual or other continuing basis.  The board of directors of our general partner is chosen entirely by its members and not by the unitholders.  Furthermore, if the unitholders are dissatisfied with the performance of our general partner, they have limited ability to remove our general partner.  As a result of these limitations, the price at which the common units trade could diminish because of the absence or reduction of a takeover premium in the trading price.

The unitholders are currently unable to remove our general partner without its consent because affiliates of our general partner own sufficient units to be able to prevent removal of our general partner.  The vote of the holders of at least 662/3% of all outstanding common and subordinated units voting together as a single class is required to remove our general partner.  The holders of the 230,303 general partner units do not participate in any vote to remove our general partner.  Without regard to their ownership of the general partner units, as of December 31, 2006, affiliates of our general partner, including directors and executive officers of our general partner, owned 50.5% of our common and subordinated units.  Also, if our general partner is removed without cause during the subordination period, as defined in the partnership agreement, and units held by our general partner and its affiliates are not voted in favor of that removal, all remaining subordinated units will automatically be converted into common units, and any existing arrearages on the common units will be extinguished.  A removal of our general partner under these circumstances would adversely affect the common units by prematurely eliminating their distribution and liquidation preference over the subordinated units, which would otherwise have continued until we had met certain distribution and performance tests.

Cause is narrowly defined in our partnership agreement to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding our general partner liable for actual fraud or willful or wanton misconduct in its capacity as our general partner.  Cause does not include most cases of charges of poor management of the business, so the removal of our general partner during the subordination periods because of the unitholders’ dissatisfaction with our general partner’s performance in managing our partnership will most likely result in the termination of the subordination period.

We may issue additional units without unitholder approval, which would dilute unitholders’ ownership interests.

At any time, we may issue an unlimited number of limited partner interests of any type without the approval of our unitholders.  The issuance by us of additional common units or other equity securities of equal or senior rank will have the following effects:

·       our unitholders’ proportionate ownership interest in us will decrease;

·       the amount of cash available for distribution on each unit may decrease;

·       because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution borne by our common unitholders will increase;

·       the relative voting strength of each previously outstanding unit may be diminished; and

·       the market price of the common units may decline.

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Our general partner has a limited call right that may require unitholders to sell their common units at an undesirable time or price.

If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than their then-current market price.  As a result, unitholders may be required to sell their common units at an undesirable time or price and may not receive any return on their investment.  Unitholders may also incur a tax liability upon a sale of their units.  Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon exercise of the limited call right.  There is no restriction in our partnership agreement that prevents our general partner from issuing additional common units and exercising its call right.  If our general partner exercises its limited call right, the effect would be to take us private and, if the units were subsequently deregistered, we would no longer be subject to the reporting requirements of the Securities Exchange Act of 1934.

Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units.

Our partnership agreement restricts unitholders’ voting rights by providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than our general partner, its affiliates, their transferees and persons who acquired such units with the prior approval of the board of directors of our general partner, cannot vote on any matter.  Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities.

We have a significant amount of debt.  As of December 31, 2006, our total debt was approximately $272.3 million.  We have the ability to incur additional debt, including the capacity to borrow up to $600.0 million under our credit facilities, subject to limitations in our credit agreement.  Our level of indebtedness could have important consequences to us, including the following:

·       our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;

·       covenants contained in our existing and future credit and debt arrangements will require us to meet financial tests that may affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;

·       we will need a substantial portion of our cash flow to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations, future business opportunities and distributions to unitholders;

·       our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and

·       our debt level may limit our flexibility in responding to changing business and economic conditions.

Our ability to service our indebtedness depends upon, among other things, our financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.  If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions, such as reducing distributions, reducing or delaying our business activities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness, or seeking additional equity capital or bankruptcy protection.  We may not be able to effect any of these remedies on satisfactory terms, or at all.

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Our credit agreement contains operating and financial restrictions that may restrict our business and financing activities.

The operating and financial restrictions and covenants in our credit agreement and any future financing agreements could restrict our ability to finance future operations or capital needs or to engage, expand or pursue our business activities.  For example, our credit agreement restricts our ability to:

·       grant liens;

·       make certain loans or investments;

·       incur additional indebtedness or guarantee other indebtedness;

·       make any material change to the nature of our business or undergo a fundamental change;

·       make any material dispositions;

·       acquire another company;

·       enter into a merger, consolidation, sale leaseback transaction or purchase of assets;

·       make distributions if any potential default or event of default occurs; or

·       make capital expenditures in excess of specified levels.

Our ability to comply with the covenants and restrictions contained in our credit agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions.  If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired.  If we violate any of the restrictions, covenants, ratios or tests in our credit agreement, a significant portion of our indebtedness may become immediately due and payable, and our lenders’ commitment to make further loans to us may terminate.  We might not have, or be able to obtain, sufficient funds to make these accelerated payments.  In addition, our obligations under our credit agreement are secured by substantially all of our assets, and if we are unable to repay our indebtedness under our credit agreement, the lenders could seek to foreclose on such assets.

Restrictions in our credit agreement limit our ability to pay distributions upon the occurrence of certain events.

Our payment of principal and interest on our debt reduces cash available for distribution on our units.  Our credit agreement limits our ability to pay distributions upon the occurrence of the following events, among others:

·       failure to pay any principal when due or any interest, fees or other amounts when due;

·       failure of any representation or warranty to be true and correct in any material respect;

·       failure to perform or otherwise comply with the covenants in the credit agreement or in other loan documents to which we are a borrower;

·       any default in the performance of any obligation or condition beyond the applicable grace period relating to any other indebtedness of more than $2.0 million if the effect of the default is to permit or cause the acceleration of the indebtedness;

·       a judgment default for monetary judgments exceeding $2.0 million or a default under any non-monetary judgment if such default could have a material adverse effect on us;

·       a change in management or ownership control;

·       a violation of the Employee Retirement Income Security Act, or ERISA, or a bankruptcy or insolvency event involving us, our general partner or any of our subsidiaries; and

·       failure to comply with an annual “clean-down” provision in our $15.0 million revolving credit facility.

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Any subsequent refinancing of our current debt or any new debt could have similar restrictions.  For more information regarding our credit agreement, please read Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreement” and Note 9 of Notes to Financial Statements.

We can borrow money under our credit agreement to pay distributions, which would reduce the amount of credit available to operate our business.

Our partnership agreement allows us to make working capital borrowings under our credit agreement to pay distributions.  Accordingly, we can make distributions on all our units even though cash generated by our operations may not be sufficient to pay such distributions.  We are required to reduce our borrowings to zero under that portion of our credit agreement that is available to pay the minimum quarterly distribution for a period of at least 30 consecutive days once each 12-month period.  For more information, please read Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreement” and Note 9 of Notes to Financial Statements.

Cost reimbursements due our general partner and its affiliates will reduce cash available for distribution to our unitholders.

Prior to making any distribution on the common units, we reimburse our general partner and its affiliates for all expenses they incur on our behalf, which is determined by our general partner in its sole discretion.  These expenses include all costs incurred by the general partner and its affiliates in managing and operating us, including costs for rendering corporate staff and support services to us.  We are managed and operated by directors and executive officers of our general partner.  In addition, the majority of our operating personnel are employees of our general partner.  Please read Item 13, “Certain Relationships and Related Transactions, and Director Independence.”  The reimbursement of expenses and payment of fees, if any, to our general partner and its affiliates could adversely affect our ability to pay cash distributions to our unitholders.

Unitholders may not have limited liability if a court finds that unitholder action constitutes control of our business.

A general partner of a partnership generally has unlimited liability for the obligations of the partnership, except for those contractual obligations of the partnership that are expressly made without recourse to the general partner.  Our partnership is organized under Delaware law, and we conduct business in a number of other states.  The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some of the other states in which we do business.  A unitholder could be liable for our obligations as if he were a general partner if:

·       a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or

·       a unitholder’s right to act with other unitholders to remove or replace the general partner, approve some amendments to our partnership agreement or take other actions under our partnership agreement constitute “control” of our business.

Unitholders may have liability to repay distributions.

Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them.  Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution to unitholders if the distribution would cause our liabilities to exceed the fair value of our assets.  Delaware law provides that for a period of three years from the date of the impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount.  Purchasers of units who become limited partners are liable for the obligations of the transferring limited partner to make contributions to us that are known to the purchaser of units at the time it became a limited partner and for unknown obligations if the

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liabilities could be determined from the partnership agreement.  Liabilities to partners on account of their partnership interests and liabilities that are non-recourse to us are not counted for purposes of determining whether a distribution is permitted.

The control of our general partner may be transferred to a third party without unitholder consent.

Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders.  Furthermore, there is no restriction in the partnership agreement on the ability of the members of our general partner from transferring their respective membership interests in our general partner to a third party.  The new members of our general partner would then be in a position to replace the board of directors and officers of our general partner with their own choices and control the decisions taken by the board of directors and officers of our general partner.

Certain members of the Slifka family and their affiliates may engage in activities that compete directly with us.

Certain members of the Slifka family and their affiliates are subject to the noncompete provisions in the omnibus agreement.  The omnibus agreement does not prohibit certain affiliates of our general partner from owning certain assets or engaging in certain businesses that compete directly or indirectly with us.  Please read Item 13, “Certain Relationships and Related Transactions, and Director Independence—Omnibus Agreement.”

Tax Risks

Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states.  If the Internal Revenue Service were to treat us as a corporation or if we were to become subject to a material amount of entity-level taxation for state tax purposes, our cash available for distribution to unitholders would be substantially reduced.

The anticipated after-tax economic benefit of an investment in the common units depends largely on our being treated as a partnership for federal income tax purposes.  We have not requested, and do not plan to request, a ruling from the Internal Revenue Service (“IRS”) on this or any other tax matter affecting us.

If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, which is currently a maximum of 34 %, and would likely pay state tax at varying rates.  Distributions to unitholders would generally be taxed again as corporate distributions, and no income, gains, losses, deductions or credits would flow through to unitholders.  Because a tax would be imposed upon us as a corporation, our cash available for distribution to unitholders would be substantially reduced.  Thus, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to unitholders, likely causing a substantial reduction in the value of the common units.

Current law may change, causing us to be treated as a corporation for federal income tax purposes or otherwise subjecting us to entity-level taxation.  For example, because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms of taxation.  If any state were to impose a tax upon us as an entity, the cash available for distribution to unitholders would be reduced.  The partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distribution amount and the target distribution amounts will be adjusted to reflect the impact of that law on us.

We have a subsidiary that is treated as a corporation for federal income tax purposes and subject to corporate-level income taxes.

We conduct all or a portion of our operations of our end-user business through a subsidiary that is organized as a corporation.  We may elect to conduct additional operations through this corporate subsidiary in the future.  This corporate subsidiary is subject to corporate-level tax, which reduces the cash available for distribution to us and, in turn, to unitholders.  If the IRS were to successfully assert that this corporation has more tax liability than

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we anticipate or legislation was enacted that increased the corporate tax rate, our cash available for distribution to unitholders would be further reduced.

If the IRS contests the federal income tax positions we take, the market for our common units may be adversely impacted, and the costs of any contest will reduce our cash available for distribution to unitholders.

We have not requested any ruling from the IRS with respect to our treatment as a partnership for federal income tax purposes or any other matter affecting us.  The IRS may adopt positions that differ from the tax positions we take.  It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we take.  A court may not agree with some or all of the positions we take.  Any contest with the IRS may materially and adversely impact the market for our common units and the price at which they trade.  In addition, because the costs will be borne indirectly by our unitholders and our general partner, the costs of any contest with the IRS will result in a reduction in cash available for distribution.

Unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.

Because unitholders are treated as partners to whom we allocate taxable income, which could be different in amount than the cash we distribute, unitholders are required to pay federal income taxes and, in some cases, state and local income taxes on their share of our taxable income, whether or not they receive cash distributions from us.  Unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax liability that results from their share of our taxable income.

Tax gain or loss on the disposition of our common units could be different than expected.

If a unitholder sells his common units, he will recognize a gain or loss equal to the difference between the amount realized and his tax basis in those common units.  Because distributions to a unitholder in excess of the unitholder’s allocable share of our net taxable income decreases the unitholder’s tax basis in his common units, the amount of such prior excess distributions will, in effect, become taxable income to him if the common units are sold at a price greater than his tax basis in the common units, even if the price he receives is less than his original cost.  Furthermore, a substantial portion of the amount realized, whether or not representing gain, may be taxed as ordinary income to the unitholder due to potential recapture items, including depreciation recapture.  In addition, because the amount realized includes a unitholder’s share of our non-recourse liabilities, if a unitholder sells his units, he may incur a tax liability in excess of the amount of cash he receives from the sale.

Tax-exempt entities and foreign persons face unique tax issues from owning common units that may result in adverse tax consequences to them.

Investment in common units by tax-exempt entities, such as individual retirement accounts (known as IRAs), and non-U.S. persons raises issues unique to them.  For example, virtually all of our income allocated to organizations exempt from federal income tax, including IRAs and other retirement plans, are unrelated business taxable income and taxable to them.  Distributions to non-U.S. persons are reduced by withholding taxes at the highest applicable effective tax rate, and non-U.S. persons are required to file the U.S. federal income tax returns and pay tax on their share of our taxable income.

We treat each purchaser of common units as having the same tax benefits without regard to the actual common units purchased.  The IRS may challenge this treatment, which could decrease the value of the common units.

Because we cannot match transferors and transferees of common units, we adopted depreciation and amortization positions that may not conform with all aspects of existing Treasury Regulations.  A successful IRS challenge to those positions could decrease the amount of tax benefits available to unitholders.  It also could affect the timing of these tax benefits or the amount of gain from a unitholder’s sale of common units and have a negative impact on the value of our common units or result in audit adjustments to unitholders’ tax returns.

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The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in the termination of our partnership for federal income tax purposes.

We will be considered to have terminated for federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period.  Our termination would, among other things, result in the closing of our taxable year for all unitholders and could result in a deferral of depreciation deductions allowable in computing our taxable income.

Unitholders may be subject to state and local taxes and return filing requirements in jurisdictions where they do not live as a result of investing in our common units.

In addition to federal income taxes, unitholders may be subject to other taxes, such as state and local income taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we do business or own property even if they do not live in any of those jurisdictions.  Unitholders may be required to file state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions.  Further, unitholders may be subject to penalties for failure to comply with those requirements.  As of December 31, 2006, we conducted business in 12 states, some of which may impose a state income tax.  We may own property or conduct business in other states or foreign countries in the future.  It is the unitholder’s responsibility to file all federal, state and local tax returns.

Item 1B.                 Unresolved Staff Comments.

None.

Item 3.                          Legal Proceedings.

General

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we do not believe that we are a party to any litigation that will have a material adverse impact on our financial condition or results of operations.  Except as described below, we are not aware of any significant legal or governmental proceedings against us, or contemplated to be brought against us.  We maintain insurance policies with insurers in amounts and with coverage and deductibles as our general partner believes are reasonable and prudent.  However, we can provide no assurance that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal and property damage or that these levels of insurance will be available in the future at economical prices.

Environmental

Global Companies LLC, in addition to several affiliates, has been named as one of over 50 defendants in two lawsuits alleging methyl tertiary-butyl ether (“MTBE”) contamination of groundwater in Massachusetts.  MTBE is an oxygenate that has been used extensively to reduce motor vehicle tailpipe emissions.  In the cases of Town of Duxbury, et al. v. Amerada Hess Corp., et al., filed December 31, 2003, and City of Lowell v. Amerada Hess Corp., et al., filed December 30, 2004, plaintiffs allege that manufacturers, refiners and others involved in the distribution of gasoline containing MTBE are liable for the costs of investigating possible MTBE groundwater contamination, treating such contaminated groundwater where found, and related relief including treble damages and injunctive relief.  The plaintiffs in these cases generally claim to be public water providers or municipal or other government authorities.  These cases have been consolidated in multi-district litigation with over 60 other MTBE cases in federal court in the Southern District of New York.  We intend to vigorously defend these cases.  We do not believe that these cases will have a material impact on our operations although we can provide no assurances in this regard.

On November 29, 2004, a consent decree was lodged by the U.S. Department of Justice in the federal District Court for Massachusetts whereby Global Companies LLC and Global Petroleum Corp. settled alleged violations of Clean Air Act regulations related to fuel quality specifications.  This consent decree was entered by the court on January 21, 2005.  As part of this settlement, Global Companies LLC has paid a $500,000 civil

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penalty and instituted a compliance program for three years to ensure compliance with Clean Air Act fuel quality specifications.  The alleged violations stemmed from the importation of finished conventional gasoline, which was not a substantial part of our operations at the time of the alleged violations.  We do not believe that compliance with the terms of the consent decree will result in material costs.

In November 2006, the EPA, Region III (“EPA, Region III”) notified Global Companies LLC, as the operator of a petroleum marketing and bulk storage terminal in Macungie, Pennsylvania of EPA’s intention to negotiate an Administrative Order on Consent (“AOC”) with Global Companies LLC and the previous owner and owners of an adjacent terminal to investigate and remediate petroleum in the soil and groundwater at the two sites.  We are continuing to work with the other companies, including the previous owner of our terminal, to negotiate an AOC with EPA.  While we cannot predict the outcome of these negotiations and any subsequent environmental investigation of these sites, we do not expect that this outcome will have a material adverse effect on us.

Other

On September 15, 2005, the Office of the Attorney General of the Commonwealth of Massachusetts issued a Civil Investigative Demand to us in connection with an investigation of gasoline distributors and retailers in Massachusetts in the wake of Hurricane Katrina.  We believe that the Attorney General’s office has issued similar demands to other distributors and retailers.  We have taken steps to comply with the demand.  While we cannot predict the outcome of the investigation, we do not expect that the outcome will have a material adverse effect on us.

Item 4.                          Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders during the fourth quarter of 2006.

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PART II

Item 5.           Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common units trade on the New York Stock Exchange under the symbol “GLP.”  The closing sale price per common unit on March 1, 2007 was $29.07.  At the close of business on March 1, 2007, based upon information received from our transfer agent and brokers and nominees, we had approximately 4,300 common unitholders, including beneficial owners of common units held in street name.  The following table sets forth the range of the daily high and low sales prices per common unit as quoted on the New York Stock Exchange and the cash distributions per common unit for the periods indicated.

 

 

Price Range

 

Cash Distribution

 

 

 

High

 

Low

 

Per Common Unit(1)

 

2006

 

 

 

 

 

 

 

Fourth Quarter

 

$

26.70

 

$

21.70

 

$

0.4550

(2)

Third Quarter

 

22.80

 

19.93

 

0.4450

 

Second Quarter

 

21.75

 

19.90

 

0.4375

 

First Quarter

 

21.80

 

18.94

 

0.4250

 

 

 

 

 

 

 

 

 

2005

 

 

 

 

 

 

 

Fourth Quarter

 

$

24.68

 

$

18.15

 

$

0.4111

(3)

 


(1)          Cash distributions declared in one calendar quarter are paid in the following calendar quarter.

(2)          On January 24, 2007, the board of directors of our general partner declared this distribution for the period from October 1, 2006 through December 31, 2006 which was paid on February 14, 2007.

(3)          This distribution reflects the pro rata portion of the quarterly distribution rate of $0.425, covering the period from the closing of the initial public offering, October 4, 2005 through December 31, 2005.

We intend to consider cash distributions to unitholders on a quarterly basis, although there is no assurance as to the future cash distributions since they are dependent upon future earnings, cash flow, capital requirements, financial condition and other factors.  Our credit agreement prohibits us 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.

Within 45 days after the end of each quarter, we will distribute all of our available cash (as defined in our partnership agreement) to unitholders of record on the applicable record date.  The amount of available cash generally is all cash on hand at the end of the quarter:

·          less the amount of cash reserves established by our general partner to:

·        provide for the proper conduct of our business;

·        comply with applicable law, any of our debt instruments, or other agreements; or

·        provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters;

·       plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter.

Working capital borrowings (as defined in our partnership agreement) are generally borrowings that are made under our revolving credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners.

Affiliates of the Slifka family own 5,642,424 subordinated units.  During the subordination period, the common units will have the right to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distribution of $0.4125 per quarter, plus any arrearages in the payment of the

31




minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units.  These units are deemed “subordinated” units because for a period of time, referred to as the subordination period, the subordinated units will not be entitled to receive any distributions until the common units have received the minimum quarterly distribution and any arrearages from prior quarters.  Furthermore, no arrearages will be paid on the subordinated units.  The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be available cash to be distributed on the common units.

The subordination period will extend until the first day of any quarter beginning after September 30, 2010 that each of the following tests are met:  (1) distributions of available cash from operating surplus on each of the outstanding common units and subordinated units and general partner units equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date; (2) the “adjusted operating surplus” (as defined in our partnership agreement) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted basis and the related distribution on the general partner units during those periods; and (3) there are no arrearages in payment of the minimum quarterly distribution on the common units.  If the unitholders remove the general partner without cause, the subordination period may end before September 30, 2010.

In addition, if the tests for ending the subordination period are satisfied for any three consecutive four-quarter periods ending on or after September 30, 2008, 25% of the subordinated units will convert into an equal number of common units.  Similarly, if those tests are also satisfied for any three consecutive four-quarter periods ending on or after September 30, 2009, an additional 25% of the subordinated units will convert into an equal number of common units.  The second early conversion of subordinated units may not occur, however, until at least one year following the end of the period for the first early conversion of subordinated units.

We will make distributions of available cash from operating surplus for any quarter during any subordination period in the following manner:  firstly, 98% to the common unitholders, pro rata, and 2% to the general partner, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; secondly, 98% to the common unitholders, pro rata, and 2% to the general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period; thirdly, 98% to the subordinated unitholders, pro rata, and 2% to the general partner, until we distribute for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and thereafter, cash in excess of the minimum quarterly distributions is distributed to the unitholders and the general partner based on the percentages below.

The general partner, Global GP LLC, is entitled to incentive distributions if the amount we distribute with respect to any quarter exceeds specified target levels shown below:

 

 

Total Quarterly Distribution

 

Marginal Percentage
Interest in Distributions

 

 

 

Target Amount

 

Unitholders

 

General Partner

 

Minimum Quarterly Distribution

 

$0.4125

 

98

%

2

%

First Target Distribution

 

up to $0.4625

 

98

%

2

%

Second Target Distribution

 

above $0.4625 up to $0.5375

 

85

%

15

%

Third Target distribution

 

above $0.5375 up to $0.6625

 

75

%

25

%

Thereafter

 

above $0.6625

 

50

%

50

%

 

The equity compensation plan information required by Item 201(d) of Regulation S-K in response to this item is incorporated by reference from Item 12, “Security Ownership of Certain Beneficial Owners and Management—Equity Compensation Plan Table.”

32




Recent Sales of Unregistered Securities

There were no unregistered securities sold by us during the fiscal year ended December 31, 2006.

Issuer Purchases of Equity Securities

We did not repurchase any of our common units during the fourth quarter ended December 31, 2006.

Item 6.                          Selected Financial Data

The following table presents selected historical financial and operating data of Global Partners LP for the periods and as of the dates indicated.  The selected historical financial data is derived from the historical consolidated/combined financial statements of Global Partners LP.

This table should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements of Global Partners LP and the notes thereto included elsewhere in this report.  In addition, this table presents non-GAAP financial measures which we use in our business.  These measures are not calculated or presented in accordance with generally accepted accounting principles in the United States (“GAAP”).  We explain these measures and present reconciliations to their most directly comparable financial measures calculated in accordance with GAAP in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

33




 

 

 

Consolidated

 

Combined(1)

 

Successor

 

Predecessor

 

 

 

Year Ended
December 31,

 

Year Ended
December 31,

 

October 4
through
December 31,

 

January 1
through
October 3,

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2005

 

2005

 

2004

 

2003

 

2002

 

 

 

(dollars in millions except per unit amounts)

 

Statement of Income Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

4,472.4

 

$

4,045.8

 

$

1,248.9

 

$

2,796.9

 

$

3,187.6

 

$

2,478.5

 

$

1,594.1

 

Cost of sales

 

4,359.2

 

3,954.1

 

1,220.0

 

2,734.1

 

3,111.7

 

2,411.4

 

1,538.9

 

Gross profit

 

113.2

 

91.7

 

28.9

 

62.8

 

75.9

 

67.1

 

55.2

 

Selling, general and administrative expenses

 

43.0

 

40.4

 

10.5

 

29.9

 

33.5

 

30.3

 

27.5

 

Operating expenses

 

22.2

 

19.7

 

4.9

 

14.8

 

19.6

 

18.8

 

17.7

 

Amortization expense

 

1.5

 

1.6

 

0.4

 

1.2

 

0.8

 

 

 

Total operating costs and expenses

 

66.7

 

61.7

 

15.8

 

45.9

 

53.9

 

49.1

 

45.2

 

Operating income

 

46.5

 

30.0

 

13.1

 

16.9

 

22.0

 

18.0

 

10.0

 

Interest expense

 

(11.9

)

(10.0

)

(2.7

)

(7.3

)

(4.7

)

(2.0

)

(2.2

)

Other income (expense), net

 

0.5

 

(0.9

)

 

(0.9

)

 

 

1.1

 

Write-off investment(2)

 

 

 

 

 

 

 

(2.9

)

Income before income tax expense

 

35.1

 

19.1

 

10.4

 

8.7

 

17.3

 

16.0

 

6.0

 

Income tax expense(3)

 

(1.6

)

(1.0

)

(1.0

)

 

 

 

 

Net Income

 

33.5

 

$

18.1

 

9.4

 

$

8.7

 

$

17.3

 

$

16.0

 

$

6.0

 

Less: General partners’ interest in net income

 

(0.7

)

 

(0.2

)

 

 

 

 

Limited partners’ interest in net income

 

$

32.8

 

 

$

9.2

 

 

 

 

 

Net income per limited partner unit, basic and diluted(4)

 

$

2.46

 

 

$

0.70

 

 

 

 

 

Weighted average limited partner’ units outstanding, basic and diluted

 

11.3

 

 

11.3

 

 

 

 

 

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

(54.5

)

$

(28.4

)

$

(34.1

)

$

5.7

 

$

(82.0

)

$

38.6

 

$

27.6

 

Investment activities

 

(12.4

)

(1.6

)

(0.7

)

(0.9

)

1.2

 

(2.2

)

(3.3

)

Financing activities(5)

 

69.0

 

28.4

 

31.4

 

(3.0

)

83.0

 

(33.6

)

(24.9

)

Other Financial Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA(6)

 

$

51.5

 

$

33.0

 

$

14.1

 

$

18.9

 

$

25.2

 

$

20.4

 

$

10.4

 

Distributable cash flow(7)

 

36.0

 

 

10.0

 

 

 

 

 

Maintenance capital expenditures(8)

 

2.0

 

1.8

 

0.7

 

1.1

 

1.3

 

2.2

 

1.6

 

Capital improvement expenditures(8)

 

3.9

 

 

 

 

 

 

1.7

 

Cash distributions declared(9)

 

1.72

 

 

 

 

 

 

 

Operating Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Normal heating degree days(10)

 

5,630

 

5,630

 

1,875

 

3,755

 

5,630

 

5,630

 

5,630

 

Actual heating degree days

 

5,007

 

5,875

 

1,876

 

3,999

 

5,748

 

6,028

 

5,279

 

Variance from normal heating degree days

 

(11

)%

4

%

 

7

%

2

%

6

%

(6

)%

Variance from prior year actual degree days

 

(15

)%

2

%

1

%

3

%

(5

)%

14

%

1

%

Total gallons sold (in millions)

 

2,486

 

2,674

 

758

 

1,916

 

2,929

 

2,851

 

2,203

 

Variance in volume sold from prior year

 

(7

)%

9

%

 

 

3

%

29

%

(6

)%

Balance Sheet Data (at period end):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3.9

 

$

1.8

 

$

1.8

 

 

$

3.3

 

$

3.5

 

$

0.6

 

Property and equipment, net

 

31.7

 

22.0

 

22.0

 

 

22.6

 

14.8

 

15.0

 

Total assets

 

638.9

 

554.7

 

554.7

 

 

393.0

 

304.3

 

263.2

 

Total debt

 

272.3

 

183.5

 

183.5

 

 

193.0

 

50.8

 

78.4

 

Total liabilities

 

535.7

 

478.4

 

478.4

 

 

369.8

 

261.7

 

230.7

 

Equity

 

103.2

 

76.3

 

76.3

 

 

23.2

 

42.6

 

32.5

 

 

34





(1)    Combined results for the year ended December 31, 2005 is a non-GAAP financial measure and is presented here to provide additional information for comparing year-over-year information.

(2)    Write-off of our investment in our on-line shipping brokerage platform.

(3)    We became subject to income tax expense upon the conversion of Global Montello Group LLC, a pass-through entity for federal income tax purposes, to Global Montello Group Corp., a taxable entity for federal income tax purposes, on October 5, 2005.

(4)    See Note 2 of Notes to Financial Statements included elsewhere in this report for net income per limited partner unit calculation.

(5)    In July 2004, Global Petroleum Corp. and certain other Slifka family entities executed a $51.0 million term loan agreement under which Global Companies LLC and Affiliates were guarantors.  The proceeds of the loan were used, in part, to (a) finance the acquisition by Global Petroleum Corp. and certain other Slifka family entities of the ownership interests in Global Companies LLC and Affiliates from RYTTSA USA, Inc. and (b) refinance certain loans secured by the real estate assets of Global Petroleum Corp. and certain other Slifka family entities, including Global Companies LLC and Affiliates.  The term loan and associated financing costs and interest expense are included in the financial statements of Global Partners LP included elsewhere in this report.

(6)    Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is a non-GAAP financial measure which is discussed above under “Non-GAAP Financial Measures” and reconciled to its most directly comparable GAAP financial measures in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(7)    Distributable cash flow is a non-GAAP financial measure which is discussed above under “Non-GAAP Financial Measures” and reconciled to its most directly comparable GAAP financial measures in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(8)    Maintenance capital expenditures and capital improvement expenditures are discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 15 of Notes to Financial Statements included elsewhere in this report.

(9)    Cash distributions declared in one calendar quarter are paid in the following calendar quarter.  This amount is based on cash distributions paid during 2006.  See Note 13 to Notes of Financial Statements included elsewhere in this report.

(10)  Degree days is an industry measurement of temperature designed to evaluate energy demand and consumption which is further discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

35




Item 7.                          Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations of Global Partners LP should be read in conjunction with the historical consolidated financial statements of Global Partners LP and the notes thereto included elsewhere in this report.

Overview

General

We own, control or have access to one of the largest terminal networks of refined petroleum products in the Northeast.  We are one of the largest wholesale distributors of gasoline, distillates (such as home heating oil, diesel and kerosene) and residual oil to wholesalers, retailers and commercial customers in the Northeast.  In 2006, we sold approximately $4.5 billion of refined petroleum products and small amounts of natural gas.

We purchase our refined petroleum products primarily from domestic and foreign refiners, traders and producers and sell these products in two segments, Wholesale and Commercial.  Like most independent marketers of refined petroleum products, we base our pricing on spot physical prices and routinely use the NYMEX or derivatives to hedge our commodity risk inherent in buying and selling energy commodities.  Through the use of regulated exchanges or derivatives, we maintain a position that is substantially balanced between purchased volumes and sales volumes or future delivery obligations.  We earn a margin by selling the product for physical delivery to third parties.

Products and Operational Structure

Our products include gasoline, distillates and residual oil.  We sell gasoline to unbranded retail gasoline stations and resellers.  The distillates we sell are used primarily for fuel for trucks and off-road construction equipment and for space heating of residential and commercial buildings.  We sell residual oil to major housing units, such as public housing authorities, colleges and hospitals and large industrial facilities that use processed steam in their manufacturing processes.  In addition, we sell bunker fuel, which we can custom blend, to cruise ships, bulk carriers and fishing fleets.

Our business is divided into two segments:

·           Wholesale.  This segment includes sales of gasoline, distillates and residual oil to unbranded retail gasoline stations and other resellers of transportation fuels, home heating oil retailers and wholesale distributors.

·           Commercial.  This segment includes sales and deliveries of unbranded gasoline, distillates, residual oil and small amounts of natural gas to customers in the public sector and to large commercial and industrial customers, either through a competitive bidding process or through contracts of various terms.  This segment also purchases, custom blends, sells and delivers bunker fuel and diesel to cruise ships, bulk carriers and fishing fleets generally by barges.

Our business activities are substantially comprised of purchasing, terminalling, storing and selling refined petroleum products.  We believe that the combination of our terminalling and storage activities, together with our marketing activities, provides a balance that has a stabilizing effect on our results of operations and cash flow.  Our results of operations are less weather sensitive than they have been in the past.  In 2006, our volume in transportation fuels, which represents a growing portion of our sales and is not impacted by weather conditions, exceeded our home heating oil volumes.  The increase in the non-weather sensitive components of our business helps to partially offset the economic impact that warmer weather conditions may have on our home heating oil and residual oil sales.  In addition, substantial portions of our heating oil are sold on a forward fixed basis.  In a contango market (when product prices for future deliveries are higher than for current deliveries), we may use our storage capacity to improve our margins by storing products we have purchased at lower prices in the current month for delivery to customers at higher prices in future months.  In a backwardated market (when product prices for future deliveries are lower than for current deliveries) because of our high turnover of inventory, we are

36




able to minimize our inventories and commodity risk while attempting to maintain or increase net product margins.

Outlook

This section identifies certain risks and certain economic or industry-wide factors that may affect our financial performance and results of operations in the future, both in the short-term and in the long-term.  Our results of operations and financial condition depend in part upon the following:

·       We commit substantial resources to pursuing acquisitions, though there is no certainty that we will successfully complete any acquisitions or receive the economic results we anticipate from completed acquisitions.  Consistent with our business strategy, we are continuously engaged in discussions with potential sellers of terminalling, storage and/or marketing assets and related businesses.  In an effort to prudently and economically leverage our asset base, knowledge base and skill sets, management has also expanded its efforts to pursue businesses that are closely related to or significantly intertwined with our existing lines of business.  Our growth may depend on our ability to make accretive acquisitions.  We may be unable to make such accretive acquisitions for a number of reasons, including, but not limited to, the following: (1) we are unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts with them; (2) we are unable to raise financing for such acquisitions on economically acceptable terms; or (3) we are outbid by competitors.  In addition, we may consummate acquisitions that at the time of consummation we believe will be accretive, but that ultimately may not be accretive.  If any of these events were to occur, our future growth would be limited.  We can give no assurance that our current or future acquisition efforts will be successful or that any such acquisition will be completed on terms that are favorable to us.

·       Our financial results are generally better in the first and fourth quarters of the calendar year.  Demand for some refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally higher during November through March than during April through October.  We obtain a significant portion of our sales during these winter months.  Therefore, our results of operations for the first and fourth calendar quarters are generally better than for the second and third quarters.  With lower cash flow during the second and third calendar quarters, we may be required to borrow money in order to pay the minimum quarterly distribution to our unitholders.

·       Warmer weather conditions could adversely affect our results of operations and financial condition.   Weather conditions generally have an impact on the demand for both home heating oil and residual oil.  Because we supply distributors whose customers depend on home heating oil and residual oil for space heating purposes during the winter, warmer-than-normal temperatures during the first and fourth calendar quarters in one or more regions in which we operate can decrease the total volume we sell and the gross profit realized on those sales.

·       Energy efficiency, new technology and alternative fuels, natural gas in particular, could reduce demand for our products.  Increased conservation and technological advances have adversely affected the demand for home heating oil and residual oil.  Consumption of residual oil has steadily declined over the last three decades.  We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulation further promoting the use of cleaner fuels.  Due in part to support for conversion to natural gas on environmental grounds, some industrial residual oil users have switched to natural gas.  Those end users who are dual-fuel users have the ability to switch between residual oil and natural gas.  During a period of increasing residual oil prices relative to the prices of natural gas, dual-fuel customers may switch to natural gas or, over the long-term, may convert to natural gas.  Such switching or conversion could have an adverse effect on our results of operations and financial condition.

·       New, stricter environmental laws and regulations could significantly increase our costs, which could adversely affect our results of operations and financial condition.  Our operations are subject to federal, state and local laws and regulations regulating product quality specifications and other environmental

37




matters.  The trend in environmental regulation is towards more restrictions and limitations on activities that may affect the environment.  Our business may be adversely affected by increased costs and liabilities resulting from such stricter laws and regulations.  We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance.  However, there can be no assurances as to the timing and type of such changes in existing laws or the promulgation of new laws or the amount of any required expenditures associated therewith.

Results of Operations

Evaluating Our Results of Operations

Our management uses a variety of financial and operational measurements to analyze our performance.  These measurements include:  (1) net product margin, (2) gross profit, (3) selling, general and administrative expenses (“SG&A”), (4) operating expenses, (5) heating degree days, (6) adjusted net income per diluted limited partner unit, (7) EBITDA and (8) distributable cash flow.

Net Product Margin

We view net product margin as an important performance measure of the core profitability of our operations.  We review net product margin monthly for consistency and trend analysis.  We define net product margin as our sales minus product costs.  Sales include sales of unbranded gasoline, distillates, residual oil and natural gas.  Product costs include the cost of acquiring the refined petroleum products that we sell and all associated costs including shipping and handling costs to bring such products to the point of sale.

Gross Profit

We define gross profit as our sales minus product costs and terminal depreciation expense allocated to cost of sales.  Sales include sales of unbranded gasoline, distillates, residual oil and natural gas.  Product costs include the cost of acquiring the refined petroleum products that we sell and all associated costs to bring such products to the point of sale.

Selling, General and Administrative Expenses

Our SG&A expenses include marketing costs, corporate overhead, employee salaries and benefits, pension and 401(k) plan expenses, discretionary bonuses, non-interest financing costs, professional fees and information technology expenses.  Employee-related expenses including employee salaries, discretionary bonuses and related payroll taxes, and benefits, pension and 401(k) plan expenses are paid by our general partner which, in turn, is reimbursed for these expenses by us.

Operating Expenses

Operating expenses are costs associated with the operation of the terminals used in our business.  Lease payments and storage expenses, maintenance and repair, utilities, taxes, labor and labor-related expenses comprise the most significant portion of our operating expenses.  These expenses remain relatively stable independent of the volumes through our system but fluctuate slightly depending on the activities performed during a specific period.

Degree Day

A “degree day” is an industry measurement of temperature designed to evaluate energy demand and consumption.  Degree days are based on how far the average temperature departs from a human comfort level of 65°F.  Each degree of temperature above 65°F is counted as one cooling degree day, and each degree of temperature below 65°F is counted as one heating degree day.  Degree days are accumulated each day over the course of a year and can be compared to a monthly or a long-term (multi-year) average, or normal, to see if a month or a year was warmer or cooler than usual.  Degree days are officially observed by the National Weather

38




Service and officially archived by the National Climatic Data Center.  For purposes of evaluating our results of operations, we use the normal heating degree day amount as reported by the National Weather Service at its Logan International Airport station in Boston, Massachusetts.

Adjusted Net Income Per Diluted Limited Partner Unit

We use adjusted net income per diluted limited partner unit to measure our financial performance on a per-unit basis.  Adjusted net income per diluted limited partner unit is defined as net income after adding back the theoretical amount allocated to the general partner’s interest as provided under Emerging Issues Task Force (“EITF”) 03-06, “Participating Securities and the Two-Class Method under FASB Statement No. 128” (“EITF 03-06”), divided by the weighted average number of outstanding diluted limited partner units during the period.  Net income per diluted limited partner unit as dictated by EITF 03-06 is theoretical and pro forma in nature and does not reflect the economic probabilities of whether earnings for an accounting period would or could be distributed to unitholders.  The partnership agreement does not provide for the quarterly distribution of net income; rather, it provides for the distribution of available cash, which is a contractually defined term that generally means all cash on hand at the end of each quarter after establishment of sufficient cash reserves required to operate our business.  Accordingly, the distributions we historically paid and will pay in future periods are not impacted by net income per diluted limited partner unit as dictated by EITF 03-06.  However, adjusted net income per diluted limited partner unit is a non-GAAP financial measure and should not be considered as an alternative to net income per diluted limited partner unit or any other measure of financial performance presented in accordance with GAAP.  In addition, our adjusted net income per diluted limited partner unit may not be comparable to the adjusted net incomer per diluted limited partner unit or similarly titled measure of other companies.

EBITDA

EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, commercial banks and research analysts, to assess:

·       our compliance with certain financial covenants included in our debt agreements;

·       our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;

·       our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners;

·       our operating performance and return on invested capital as compared to those of other companies in the wholesale marketing and distribution of refined petroleum products business, without regard to financing methods and capital structure; and

·       the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.

EBITDA should not be considered an alternative 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 excludes some, but not all, items that affect net income and operating income, and these measures may vary among other companies.  Therefore, EBITDA may not be comparable to similarly titled measures of other companies.

Distributable Cash Flow

Distributable cash flow also is an important non-GAAP financial measure for our limited partners since it serves as an indicator of our success in providing a cash return on their investment.  Specifically, this financial measure indicates to investors whether or not we are generating cash flow at a level that can sustain or support an increase in our quarterly cash distribution.  Distributable cash flow is also a quantitative standard used by the investment community with respect to publicly traded partnerships.  However, distributable cash flow is a

39




non-GAAP financial measure and should not be considered as an alternative to net income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP.  In addition, our distributable cash flow may not be comparable to distributable cash flow or similarly titled measures of other companies.

Years Ended December 31, 2006, 2005 and 2004

In the year ended December 31, 2006, we continued to expand our higher margin product lines and broaden the non-weather sensitive components of our business.  We completed two acquisitions in 2006:  (1) our Bridgeport, Connecticut terminal has storage capacity of more than 100,000 barrels of refined products and is used as a distribution point for diesel and home heating oil, and (2) our Macungie, Pennsylvania terminal has storage capacity of approximately 170,000 barrels of refined products and is used as a distribution point for diesel, gasoline, specialty fuel additives and home heating oil.  Commodity prices rose throughout most of 2006 but experienced significant declines in September and December.  For the year ended December 31, 2006, prices for gasoline, distillates and residual oil decreased 6%, 8% and 24%, respectively.  Temperatures were 11% warmer than normal for 2006.

In the year ended December 31, 2005, we completed our initial public offering, generating $124.0 million in gross proceeds from the sale of over 5.6 million common units representing limited partner interests of us (including common units sold upon exercise of the underwriters’ over-allotment option).  We had increased gross profits and improved margins across both our wholesale and commercial segments.  Commodity prices continued to rise in 2005.  From December 31, 2004 to December 31, 2005, published prices for distillates, gasoline and residual oil increased 41%, 57% and 77%, respectively.  Temperatures were 4% lower than normal as measured by aggregate heating degree days.  During 2005, we continued to concentrate on expanding our distillate, gasoline and residual oil businesses.

The year ended December 31, 2004 can be characterized as a year of consolidation in an environment of rising product prices and temperatures that were 2% lower than normal as measured by aggregate heating degree days.  During this period, we concentrated on expanding our distillate, gasoline and residual oil businesses in the markets that we had entered into during 2003.

40




Key Performance Indicators

The following table provides a summary of some of the key performance indicators that may be used to assess our results of operations.  These comparisons are not necessarily indicative of future results (dollars in thousands, except per unit amounts):

 

 

Consolidated

 

Combined(1)

 

Successor

 

Predecessor

 

 

 

Year Ended
December 31,
2006

 

Year Ended
December 31,
2005

 

October 4
through
December 31,
2005

 

January 1
through
October 3,
2005

 

Year Ended
December 31,
2004

 

Adjusted net income per diluted limited partner unit(2)

 

$

2.91

 

$

 

$

0.82

 

$

 

$

 

EBITDA(3)

 

$

51,541

 

$

33,535

 

$

14,425

 

$

19,110

 

$

25,622

 

Distributable cash flow(4)

 

$

36,003

 

 

$

9,993

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale Segment:

 

 

 

 

 

 

 

 

 

 

 

Volume (gallons)

 

2,196,978

 

2,309,294

 

660,156

 

1,649,138

 

2,539,549

 

Sales

 

$

4,071,608

 

$

3,622,873

 

$

1,115,251

 

$

2,507,622

 

$

2,863,173

 

Net product margin(5)

 

 

 

 

 

 

 

 

 

 

 

Distillates

 

$

58,285

 

$

41,945

 

$

16,484

 

$

25,461

 

$

36,237

 

Gasoline

 

22,812

 

13,974

 

2,372

 

11,602

 

9,609

 

Residual oil

 

20,896

 

22,890

 

7,096

 

15,794

 

16,378

 

Total

 

$

101,993

 

$

78,809

 

$

25,952

 

$

52,857

 

$

62,224

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Segment:

 

 

 

 

 

 

 

 

 

 

 

Volume (gallons)

 

288,970

 

364,572

 

97,391

 

267,181

 

389,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

400,810

 

$

422,985

 

$

133,648

 

$

289,337

 

$

324,396

 

Net product margin(5)

 

13,151

 

14,570

 

3,368

 

11,202

 

15,094

 

Combined sales and net product margin:

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

4,472,418

 

$

4,045,858

 

$

1,248,899

 

$

2,796,959

 

$

3,187,569

 

Net product margin(5)

 

$

115,144

 

$

93,379

 

$

29,320

 

$

64,059

 

$

77,318

 

Depreciation allocated to cost of sales

 

1,918

 

1,662

 

412

 

1,250

 

1,446

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined gross profit:

 

$

113,226

 

$

91,717

 

$

28,908

 

$

62,809

 

$

75,872

 

 

 

 

 

 

 

 

 

 

 

 

 

Weather conditions:

 

 

 

 

 

 

 

 

 

 

 

Normal heating degree days

 

5,630

 

5,630

 

1,875

 

3,755

 

5,630

 

Actual heating degree days

 

5,007

 

5,875

 

1,876

 

3,999

 

5,748

 

Variance from normal heating degree days

 

(11

)%

4

%

 

6

%

2

%

Variance from prior year actual heating degree days

 

(15

)%

2

%

1

%

3

%

(5

)%

 


(1)             Combined results for the year ended December 31, 2005 is a non-GAAP measure and is presented here to provide additional information for comparing year-over-year information.

(2)             Adjusted net income per diluted limited partner unit is a non-GAAP financial measure which is discussed above under “Evaluating Our Operating Results.”  The table below presents a reconciliation of adjusted net income per diluted limited partner unit to the most directly comparable GAAP financial measure.

(3)             EBITDA is a non-GAAP financial measure which is discussed above under “Evaluating Our Operating Results.”  The table below presents reconciliations of EBITDA to the most directly comparable GAAP financial measures.

(4)             Distributable cash flow is a non-GAAP financial measure which is discussed above under “Evaluating Our Operating Results.”  On October 4, 2005, we completed our initial public offering of common units.  Accordingly, distributable cash flow is presented for the year ended December 31, 2006 and for the period from October 4, 2005 through December 31, 2005.  The table below presents reconciliations of distributable cash flow to the most directly comparable GAAP financial measures.

(5)             Net product margin is a non-GAAP financial measure which is discussed above under “Evaluating Our Operating Results.”  The table above reconciles net product margin on a combined basis to gross profit, a directly comparable GAAP financial measure.

41




The following table presents a reconciliation of adjusted net income per diluted limited partner unit to the most directly comparable GAAP financial measure on a historical basis:

 

 

Consolidated

 

Successor(1)

 

 

 

 

 

October 4

 

 

 

Year Ended

 

through

 

 

 

December 31,

 

December 31,

 

 

 

2006

 

2005

 

Reconciliation of net income per diluted limited partner unit to adjusted net income per diluted limited partner unit:

 

 

 

 

 

Net income per diluted limited partner unit under EITF 03-06

 

$

2.46

 

$

0.70

 

Dilutive impact of theoretical distribution of earnings

 

0.45

 

0.12

 

Adjusted net income per diluted limited partner unit

 

$

2.91

 

$

0.82

 

 


(1)                                  On October 4, 2005, we completed our initial public offering.  Accordingly, net income per diluted limited partner unit is presented for the period from October 4, 2005 through December 31, 2005.

The following table presents reconciliations of EBITDA to the most directly comparable GAAP financial measures on a historical basis (in thousands):

 

 

Consolidated

 

Combined(1)

 

Successor

 

Predecessor

 

 

 

 

 

 

 

October 4

 

January 1

 

 

 

 

 

Year Ended

 

Year Ended

 

through

 

through

 

Year Ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

October 3,

 

December 31,

 

 

 

2006

 

2005

 

2005

 

2005

 

2004

 

Reconciliation of net income to EBITDA

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

33,461

 

$

18,101

 

$

9,408

 

$

8,693

 

$

17,309

 

Add:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

4,513

 

4,487

 

1,345

 

3,142

 

3,613

 

Interest expense

 

11,901

 

9,961

 

2,686

 

7,275

 

4,700

 

Income tax expense

 

1,666

 

986

 

986

 

 

 

EBITDA

 

$

51,541

 

$

33,535

 

$

14,425

 

19,110

 

$

25,622

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of cash flow (used in) provided by operating activities EBITDA

 

 

 

 

 

 

 

 

 

 

 

Cash flow (used in) provided by operating activities

 

$

(54,479

)

$

(28,352

)

$

(34,062

)

$

5,710

 

$

(81,953

)

Add:

 

 

 

 

 

 

 

 

 

 

 

Increase in operating assets and liabilities

 

92,453

 

50,940

 

44,815

 

6,125

 

102,875

 

Interest expense

 

11,901

 

9,961

 

2,686

 

7,275

 

4,700

 

Income tax expense

 

1,666

 

986

 

986

 

 

 

EBITDA

 

$

51,541

 

$

33,535

 

$

14,425

 

$

19,110

 

$

25,622

 

 


(1)             Combined results for the year ended December 31, 2005 is a non-GAAP measure and is presented here to provide additional information for comparing year-over-year information.

42




The following table presents reconciliations of distributable cash flow to the most directly comparable GAAP financial measures on a historical basis (in thousands):

 

 

Consolidated

 

Successor(1)

 

 

 

 

 

October 4

 

 

 

Year Ended

 

through

 

 

 

December 31,

 

December 31,

 

 

 

2006

 

2005

 

Reconciliation of net income to distributable cash flow

 

 

 

 

 

Net income

 

$

33,461

 

$

9,408

 

Add: Depreciation and amortization

 

4,513

 

1,345

 

Less:Maintenance capital expenditures

 

(1,971

)

(760

)

Distributable cash flow

 

$

36,003

 

$

9,993

 

 

 

 

 

 

 

Reconciliation of cash flow used in operating activities to distributable cash flow

 

 

 

 

 

Cash flow used in operating activities

 

$

(54,479

)

$

(34,062

)

Add: Increase in operating assets and liabilities

 

92,453

 

44,815

 

Less:Maintenance capital expenditures

 

(1,971

)

(760

)

Distributable cash flow

 

$

36,003

 

$

9,993

 

 


(1)             On October 4, 2005, we completed our initial public offering.  Accordingly, distributable cash flow is presented for the period from October 4, 2005 through December 31, 2005.

Consolidated Sales

Our total sales for 2006 increased by $426.6 million, or 11%, to $4,472.4 million compared to $4,045.8 million for 2005.  The increase was due to our 2006 acquisitions of the Bridgeport, Connecticut and Macungie, Pennsylvania terminals and higher refined petroleum product prices during most of 2006, despite a decrease of approximately 188 million gallons, or 7%, to 2,486 million gallons in aggregate volume of product sold.  The decrease in aggregate volume sold was primarily attributable to decreases of 154 million and 73 million gallons in distillates and residual oil, respectively, offset by a 35 million gallon increase in gasoline.  The number of actual heating degree days declined 15% in 2006 to 5,007 compared to 5,875 for 2005.  Our gross profit for 2006 was $113.2 million, an increase of $21.5 million, or 23%, compared to $91.7 million for 2005.  The increase was primarily due to higher net product margins in our Wholesale segment.

In 2005 as compared to 2004, our sales increased by $858.2 million, or 27%, to $4,045.8 million from $3,187.6 million.  The increase was driven by an increase in refined petroleum product prices, despite a decrease of approximately 255 million gallons, or 9%, to 2,674 million gallons in aggregate volume of product sold for 2005 compared to 2004.  The decrease in aggregate volume sold was primarily attributable to decreases of 250 million and 6 million gallons in distillates and residual oil, respectively, offset by a 4 million gallon increase in gasoline.  Our gross profit for 2005 was $91.7 million, an increase of $15.8 million, or 21%, compared to 2004.

Wholesale Segment

Distillates.   Wholesale distillate sales for 2006 increased by $126.9 million, or 6%, to $2,313.6 million from $2,186.7 million for 2005.  The increase was due to our 2006 acquisitions of the Bridgeport, Connecticut and Macungie, Pennsylvania terminals and higher distillate prices during most of 2006, despite a decrease of 11% in distillate volume sold for 2006 compared to 2005.  We attribute the decrease in volume sold to a reduction in bulk sales transactions and the expiration of supply contracts in the ordinary course of business.  Our net product margin contribution from distillate sales increased in 2006 by $16.4 million, or 39%, to $58.3 million compared to 2005.  The increase was, in part, the result of our ability to pass through to customers our increased costs related to sales and the introduction of specialty fuels (ethanol and lower sulfur grades of diesel fuel) into our marketplaces.

43




In 2005 as compared to 2004, Wholesale distillate sales increased by 22% due to an increase in distillate prices, despite a 15% decrease in distillate volume sold.  We attribute the decrease in volume sold to the expiration of supply contracts in the ordinary course of business and a reduction in bulk sales transactions in various markets.  Our net product margin contribution from distillate sales increased by $5.7 million, or 16%, to $41.9 million as a result of increased blending activities and our ability to pass through to customers our increased costs related to sales.  Additionally, although the twelve month period ended December 31, 2005 was 2% colder than the same twelve month period in 2004, the three month period ended March 31, 2005, which comprises approximately one-half of the winter heating oil season in New England, was 2% warmer than the three month period ended March 31, 2004.

Gasoline.   Wholesale gasoline sales for 2006 were $1,654.4 million compared to $1,344.4 million for 2005.  The increase of $310.0 million, or 23%, was due to our 2006 acquisition of the Macungie, Pennsylvania terminal, higher gasoline prices for most of 2006 and an increase of 4% in volume sold.  Our net product margin from gasoline sales increased $8.8 million, or 63%, to $22.8 million for 2006 compared to 2005.  We attribute the increase in net product margin to an increase in our volume of sales, sales to higher margin customers and market dislocation associated with the introduction of ethanol.

In 2005 as compared to 2004, Wholesale gasoline sales increased by 33% due to an increase in gasoline prices.  Our net product margin from gasoline sales increased by $4.4 million, or 46%, to $14.0 million.  We attribute the increase in net product margin to an increase in our volume of sales as well as a focus on sales to higher margin customers and our expanded use of our bulk storage capacity to store product in a contango market.

Residual Oil.   Wholesale residual oil sales for 2006 were $103.6 million compared to $91.7 million for 2005.  The increase of $11.9 million, or 13%, was the result of higher residual oil prices for most of 2006.  Our net product margin contribution from residual oil sales decreased by $2.0 million, or 9%, to $20.9 million for 2006, primarily due to a per unit margin reduction.

In 2005 as compared to 2004, Wholesale residual oil sales increased by 59% as a result of an increase in residual oil prices and an 8% increase in residual oil volume sold.  Net product margin contribution from residual oil sales increased by $6.5 million, or 40%, to $22.9 million, primarily due to the increase in our per unit margin of residual oil sold.

Commercial Segment

In our Commercial segment, residual oil accounted for approximately 80%, 84% and 82% of total volume sold in 2006, 2005 and 2004, respectively.  Distillates, gasoline and natural gas accounted for the remainder of the total volume sold.

Commercial residual oil sales for 2006 decreased 21% compared to 2005 due to a 34% decrease in volume sold.  We attribute the decrease in volume sold to the competitive pricing from natural gas, warmer-than-normal weather conditions, reductions in production by certain cyclical industry participants in our territory and closure of plants.

In 2005 as compared to 2004, our Commercial residual oil sales increased by 33% due to an increase in the price of residual oil despite a 4% decrease in volume sold.  We attribute the decline in volume sold to the closure of plants and/or reductions in production by certain cyclical industry participants in our territory.

Selling, General and Administrative Expenses

SG&A expenses increased by $2.6 million, or 6%, to $43.0 million for 2006 compared to $40.4 million for 2005.  During the third quarter of 2005, we paid $3.1 million in special bonuses to certain officers and employees in connection with our initial public offering.  During 2006, we had increases in accrued discretionary bonuses of $1.5 million, professional and consulting fees of $0.4 million, information technology expenses of $0.3 million, insurance related fees of $0.3 million, pension and deferred compensation expenses of $0.2 million and expenses associated with becoming a public company, including increases in audit and tax review fees of approximately $1.0 million, expenses related to

44




Sarbanes-Oxley 404 compliance, planning and documentation of $1.1 million, director and officer insurance and fees of $0.5 million and Schedule K-1 preparation and distribution expenses of $0.4 million.

In 2005 as compared to 2004, our SG&A expense increased by $7.0 million, or 21%, to $40.4 million from $33.4 million, due primarily to the payment by our predecessor, Global Companies LLC, of approximately $3.1 million as a special bonus for services rendered by certain officers and employees in connection with the organization of Global Partners LP.  In addition, bonuses, executive salaries and owner-related expenses increased by $2.1 million, an additional $0.5 million was incurred for employee expenses related to expansion of marketing operations, legal, consulting and banking services and fees increased by $0.4 million and an additional $0.1 million was incurred for the natural gas marketing operation.  Employee-related expenses including employee salaries, discretionary bonuses and related payroll taxes, and benefits, pension and 401(k) plan expenses are paid by our general partner which, in turn, is reimbursed for these expenses by us.  Of the foregoing increases in expenses, $3.1 million of a special bonus for services rendered by certain officers and employees, $0.3 million of legal, consulting and banking services and fees, and $0.1 million of expenses related to the expansion of our marketing operations are non-recurring expenses.

Operating Expenses

Operating expenses for 2006 increased by $2.5 million, or 12%, to $22.2 million compared to $19.7 million for 2005.  The increase was primarily due to $1.1 million in costs associated with operating our newly acquired Bridgeport, Connecticut and Macungie, Pennsylvania facilities and the expansion of storage and delivery systems at an alternative location in New Bedford, Massachusetts.  We also had a $0.8 million increase in rent for additional tankage at the Capitol Terminal in East Providence, Rhode Island and $0.4 million and $0.1 million in pipeline repair expenses and other repair and maintenance expenses, respectively, at the terminal in Chelsea, Massachusetts.

In 2005 as compared to 2004, our operating expenses increased by $0.1 million, or 0.5%, to $19.7 million.  The primary factors contributing to this increase included a $0.5 million increase in rent for additional tankage at the Capitol Terminal in East Providence, Rhode Island and $0.4 million of operating expenses at the terminal in Chelsea, Massachusetts.  These expenses were in part offset by rental income of $0.5 million at the terminal in Revere, Massachusetts and a $0.3 million decrease in real estate taxes at the former New Bedford, Massachusetts terminal location.

Amortization Expense

Amortization expense was $1.5 million, $1.6 million and $0.8 million for the years ended December 31, 2006, 2005 and 2004, respectively.  The $0.8 million increase in 2005 compared to 2004 was the result of the purchase by Global Petroleum Corp. and certain other Slifka family entities of the ownership interests in Global Companies LLC and Affiliates from RYTTSA USA, Inc.

Interest Expense

Interest expense for 2006 increased by $1.9 million, or 19%, to $11.9 million compared to $10.0 million for 2005.  We attribute the increase to a rise in product prices for purchases throughout most of 2006 and the resulting increased costs of carrying inventory and accounts receivable.

In 2005 as compared to 2004, our interest expense increased by $5.3 million, or 112%, to $10.0 million from $4.7 million.  We attributed $4.2 million of this increase to a rise in the product prices for purchases and the resulting increased costs of carrying inventory and accounts receivable.  As a result of Push Down Accounting adjustments required by GAAP, we allocated $1.1 million to interest expense on the $51.0 million term loan that was used by Global Petroleum Corp. and certain other Slifka family entities to finance their acquisition of ownership interests in Global Companies LLC and Affiliates from RYTTSA USA, Inc.

45




Other Expense

In 2005, certain affiliates of the Slifka family acquired certain outstanding interests in certain split dollar life insurance policies from Global Companies LLC and Affiliates for the aggregate amount of premiums that had been paid on these policies by Global Companies LLC and Affiliates on behalf of certain directors and their immediate family members.  Additionally, one split dollar life insurance policy was surrendered in 2005.  At the time of surrender, the cash value of the policy was less than the amount of premiums paid on it by Global Companies LLC and Affiliates, resulting in a loss of approximately $1.1 million in the fourth quarter ended December 31, 2005.

Other Income

Other income of approximately $515,000, $150,000 and $9,000 for the year ended December 31, 2006, for the period January 1, 2005 through October 3, 2005 and for the year ended December 31, 2004, respectively, represented dividend income from our ownership interest in our NYMEX seats and related holdings.  Other income was not recognized for the period October 4, 2005 through December 31, 2005.

Liquidity and Capital Resources

Liquidity

Our primary liquidity needs are to fund our capital expenditures and our working capital requirements.   Cash generated from operations and our working capital revolving credit facility provides our primary sources of liquidity.  Working capital was $148.3 million at December 31, 2006 compared to $132.9 million December 31, 2005.

On February 8, 2007, we and certain of our subsidiaries filed a universal shelf registration statement on Form S-3 with the SEC to register the issuance and sale, from time to time and in such amounts as is determined by market conditions and our needs, of up to $400.0 million of our common units and debt securities of both us and certain of our subsidiaries.  We will use the net proceeds from the sale of the securities covered by the shelf registration for general partnership purposes, which may include debt repayment, future acquisitions, capital expenditures and additions to working capital.  As of March 16, 2007, the registration statement on Form S-3 had not been declared effective by the SEC.

On February 14, 2007, we paid a cash distribution of $5.2 million for the fourth quarter of 2006 to our common and subordinated unitholders of record as of the close of business on February 5, 2007.

Contractual Obligations

We have contractual obligations that are required to be settled in cash.  The amounts of our contractual obligations at December 31, 2006 are as follows (in thousands):

 

 

Payments due by period

 

 

 

Total

 

Less than
1 year

 

1-3 years

 

4-5 years

 

More than
5 years

 

Revolver loan obligations(1)(2)

 

$

296,861

 

$

205,797

 

$

91,064

 

$

 

$

 

Long-term debt obligations

 

1,685

 

418

 

1,267

 

 

 

Operating lease obligations

 

64,181

 

15,161

 

18,363

 

15,186

 

15,471

 

Other long-term liabilities

 

9,282

 

336

 

872

 

1,132

 

6,942

 

Total

 

$

372,009

 

$

221,712

 

$

111,566

 

$

16,318

 

$

22,413

 

 


(1)             Includes principal and interest on our revolving line of credit at December 31, 2006.

(2)    The revolving credit facility has a contractual maturity of October 2, 2009 and no payments are required prior to that date.  However, we repay amounts outstanding and reborrow funds based on our working capital requirements.  Therefore, the current portion of the revolving credit facility included in the accompanying balance sheets is the amount we expect to pay down during the course of the year, and the long-term portion of the revolver is the amount we expect to be outstanding during the entire year.

46




In addition to the obligations described in the above table, we have minimum volume purchase requirements at December 31, 2006.  Pricing is based on spot prices at time of purchase.  Please read Note 12, Commitments and Contingencies, of Notes to Financial Statements with respect to purchase commitments and sublease information related to certain lease agreements.

Capital Expenditures

Our terminalling operations require investments to expand, upgrade or enhance existing operations and to meet environmental and operations regulations.  Our capital requirements primarily consist of maintenance capital expenditures and capital improvement expenditures.  Maintenance capital expenditures represent capital expenditures to replace partially or fully depreciated assets to maintain the operating capacity of, or sales generated by, existing assets and extend their useful lives, such as expenditures required to maintain equipment reliability, tankage and pipeline integrity and safety, and to address environmental regulations. We had approximately $2.0 million, $1.0 million, $0.8 million and $1.3 million in maintenance capital expenditures for the year ended December 31, 2006, for the period January 1, 2005 through October 3, 2005, for the period October 4, 2005 through December 31, 2005 and for the year ended December 31, 2004, respectively. Approximately 6%, 16% and 18% of the total maintenance capital expenditures was related to environmental matters for the years ended December 31, 2006, 2005 and 2004, respectively.

Capital improvement expenditures include expenditures to acquire assets to grow our business and to expand existing facilities, such as projects that increase operating capacity by increasing tankage or adding terminals.  We had approximately $10.4 million in capital improvement expenditures for the year ended December 31, 2006 to increase our operating capacity and capabilities.  We did not incur capital improvement expenditures in the years ended December 31, 2005 and 2004.  Repair and maintenance expenses associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred.

We anticipate that maintenance capital expenditures will be funded with cash generated by operations.  We believe that we will have sufficient liquid assets, cash flow from operations, borrowing capacity under our credit agreement and the ability to issue additional common units and/or debt securities under our shelf registration to meet our financial commitments, debt service obligations, contingencies and anticipated capital expenditures.  However, we are subject to business and operational risks that could adversely affect our cash flow.  A material decrease in our cash flows would likely produce a corollary adverse effect on our borrowing capacity.

Cash Flow (in thousands)

 

 

Consolidated