Annual Statements Open main menu

Sprague Resources LP - Quarter Report: 2020 September (Form 10-Q)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission file number: 001-36137
Sprague Resources LP
(Exact name of registrant as specified in its charter)
Delaware 45-2637964
(State of incorporation) (I.R.S. Employer Identification No.)
185 International Drive
Portsmouth, New Hampshire 03801
(Address of principal executive offices)
Registrant’s telephone number, including area code: (800) 225-1560
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Units Representing Limited Partner InterestsSRLPNew York Stock Exchange
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      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   No  
The registrant had 22,938,366 common units outstanding as of November 5, 2020.


Table of Contents

Table of Contents
 
  Page
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



Table of Contents

Part I – FINANCIAL INFORMATION
Item 1 — Condensed Consolidated Financial Statements
Sprague Resources LP
Condensed Consolidated Balance Sheets
(in thousands except unit amounts)
September 30,
2020
December 31,
2019
 (Unaudited)
Assets
Current assets:
Cash and cash equivalents$11,367 $5,386 
Accounts receivable, net112,708 281,527 
Inventories224,813 293,224 
Fair value of derivative assets160,352 77,871 
Other current assets14,762 63,705 
Total current assets524,002 721,713 
Fair value of derivative assets, long-term23,174 16,807 
Property, plant and equipment, net337,948 348,039 
Intangibles, net43,121 49,764 
Other assets, net22,574 24,183 
Goodwill115,037 115,037 
Total assets$1,065,856 $1,275,543 
Liabilities and unitholders’ equity
Current liabilities:
Accounts payable$60,580 $147,577 
Accrued liabilities46,176 43,386 
Fair value of derivative liabilities120,288 74,154 
Due to General Partner4,651 5,653 
Current portion of working capital facilities276,400 437,184 
Current portion of other obligations14,613 13,858 
Total current liabilities522,708 721,812 
Commitments and contingencies
Acquisition facility385,200 374,600 
Fair value of derivative liabilities, long-term22,985 13,439 
Other obligations, less current portion38,678 41,413 
Operating lease liabilities, less current portion 8,097 11,850 
Due to General Partner2,675 2,445 
Deferred income taxes15,465 16,202 
Total liabilities995,808 1,181,761 
Unitholders’ equity:
Common unitholders - public (9,971,666 and 10,641,561 units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively)159,819 180,302 
Common unitholders - affiliated (12,951,236 and 12,106,348 units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively)(62,503)(66,832)
Accumulated other comprehensive loss, net of tax(27,268)(19,688)
Total unitholders’ equity70,048 93,782 
Total liabilities and unitholders’ equity$1,065,856 $1,275,543 


The accompanying notes are an integral part of these financial statements.
1

Table of Contents

Sprague Resources LP
Unaudited Condensed Consolidated Income Statements
(in thousands except unit and per unit amounts)
 
 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Net sales$390,458 $582,590 $1,708,551 $2,502,916 
Cost of products sold (exclusive of depreciation and amortization)324,681 534,420 1,499,934 2,302,192 
Operating expenses18,504 20,461 57,787 65,325 
Selling, general and administrative18,045 17,570 57,002 56,309 
Depreciation and amortization8,470 8,466 25,585 25,263 
Total operating costs and expenses369,700 580,917 1,640,308 2,449,089 
Operating income20,758 1,673 68,243 53,827 
Other income — — 64 128 
Interest income34 121 282 447 
Interest expense(9,552)(9,918)(31,626)(31,915)
Income (loss) before income taxes11,240 (8,124)36,963 22,487 
Income tax provision(1,567)(1,610)(5,680)(3,078)
Net income (loss)9,673 (9,734)31,283 19,409 
Incentive distributions declared(2,074)— (6,218)(4,110)
Limited partners' interest in net income (loss)$7,599 $(9,734)$25,065 $15,299 
Net income (loss) per limited partner unit:
Common - basic$0.33 $(0.43)$1.10 $0.67 
Common - diluted$0.33 $(0.43)$1.09 $0.67 
Units used to compute net income per limited partner unit:
Common - basic22,922,902 22,733,977 22,889,053 22,733,977 
Common - diluted23,031,916 22,733,977 22,970,943 22,757,779 
Distribution declared per unit$0.6675 $0.6675 $2.0025 $2.0025 










The accompanying notes are an integral part of these financial statements.
2

Table of Contents

Sprague Resources LP
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
 
 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Net income (loss)$9,673 $(9,734)$31,283 $19,409 
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on interest rate swaps
Net loss arising in the period(1,485)(1,832)(11,270)(9,776)
Reclassification adjustment related to loss (gain) realized in income1,699 (11)3,755 (398)
Net change in unrealized gain (loss) on interest rate swaps214 (1,843)(7,515)(10,174)
Tax effect(2)14 59 79 
212 (1,829)(7,456)(10,095)
Foreign currency translation adjustment68 (40)(124)92 
Other comprehensive income (loss)280 (1,869)(7,580)(10,003)
Comprehensive income (loss)$9,953 $(11,603)$23,703 $9,406 

















The accompanying notes are an integral part of these financial statements.
3

Table of Contents

Sprague Resources LP
Unaudited Condensed Consolidated Statements of Unitholders’ Equity
(in thousands)
Common-
Public
Common-
Sprague
Holdings
Incentive Distribution RightsAccumulated
Other
Comprehensive
Loss
Total
Three Months Ended September 30, 2019 and 2020
Balance at June 30, 2019$194,167 $(51,044)$— $(19,656)$123,467 
Net loss(5,511)(6,278)2,055 — (9,734)
Other comprehensive loss— — — (1,869)(1,869)
Unit-based compensation59 67 — — 126 
Distributions paid in cash(7,094)(8,081)(2,055)— (17,230)
Balance at September 30, 2019$181,621 $(65,336)$— $(21,525)$94,760 
Balance at June 30, 2020$163,075 $(58,679)$— $(27,548)$76,848 
Net income3,135 4,466 2,072 — 9,673 
        Other comprehensive income— — — 280 280 
Unit-based compensation265 356 — — 621 
Distributions paid in cash(6,656)(8,646)(2,072)— (17,374)
Balance at September 30, 2020$159,819 $(62,503)$— $(27,268)$70,048 
Nine Months Ended September 30, 2019 and 2020
Balance at December 31, 2018$196,680 $(48,182)$— $(11,522)$136,976 
Net income6,192 7,052 6,165 — 19,409 
Other comprehensive loss— — — (10,003)(10,003)
Unit-based compensation32 37 — — 69 
Distributions paid in cash(21,283)(24,243)(6,165)— (51,691)
Balance at September 30, 2019$181,621 $(65,336)$— $(21,525)$94,760 
Balance at December 31, 2019$180,302 $(66,832)$— $(19,688)$93,782 
Net income11,363 13,723 6,197 — 31,283 
Other comprehensive loss— — — (7,580)(7,580)
Unit-based compensation854 1,030 — — 1,884 
Distributions paid in cash(20,898)(24,889)(4,144)— (49,931)
Distribution paid in units— 2,053 (2,053)— — 
Units purchased by Sprague Holdings in private transaction(12,086)12,086 — — — 
Common units issued in connection with annual bonus
423 484 — — 907 
Units withheld for employee tax obligations(139)(158)— — (297)
Balance at September 30, 2020$159,819 $(62,503)$— $(27,268)$70,048 
The accompanying notes are an integral part of these financial statements.
4

Table of Contents

Sprague Resources LP
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
 Nine Months Ended September 30,
 20202019
Cash flows from operating activities
Net income$31,283 $19,409 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (includes amortization of deferred debt issuance costs)29,594 27,955 
Loss on sale of assets(12)(153)
Changes in fair value of contingent consideration368 450 
Provision for doubtful accounts343 471 
Non-cash unit-based compensation1,884 69 
Other — 72 
Deferred income taxes(678)(367)
Changes in assets and liabilities:
Accounts receivable168,477 110,692 
Inventories68,411 103,489 
Other assets52,687 (17,364)
Fair value of commodity derivative instruments(40,683)36,253 
Due to General Partner and affiliates(772)(2,705)
Accounts payable, accrued liabilities and other(86,958)(147,577)
Net cash provided by operating activities223,944 130,694 
Cash flows from investing activities
Purchases of property, plant and equipment(7,789)(10,398)
Proceeds from sale of assets421 236 
Net cash used in investing activities(7,368)(10,162)
Cash flows from financing activities
Net payments under credit agreements(150,081)(65,967)
Payments on finance leases, term debt, and other obligations(4,047)(3,470)
Debt issue costs(6,146)— 
Distributions to unitholders(49,931)(51,691)
Repurchased units withheld for employee tax obligations(297)— 
Net cash used in financing activities(210,502)(121,128)
Effect of exchange rate changes on cash balances held in foreign currencies(93)12 
Net change in cash and cash equivalents5,981 (584)
Cash and cash equivalents, beginning of period5,386 7,530 
Cash and cash equivalents, end of period$11,367 $6,946 
Supplemental disclosure of cash flow information
Cash paid for interest$29,031 $29,274 
Cash paid for taxes$4,343 $6,933 
Assets acquired under finance lease obligations$1,564 $1,722 
ROU assets obtained in exchange for new lease liabilities $— $4,057 
Cash paid for operating leases$4,297 $3,705 
Distribution paid in units$2,053 $— 




The accompanying notes are an integral part of these financial statements.
5

Table of Contents

Sprague Resources LP
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands unless otherwise stated)
1. Description of Business and Summary of Significant Accounting Policies
Partnership Businesses
Sprague Resources LP (the “Partnership”) is a Delaware limited partnership formed on June 23, 2011 by Sprague Holdings and its General Partner and engages in the purchase, storage, distribution and sale of refined products and natural gas, and provides storage and handling services for a broad range of materials.
Unless the context otherwise requires, references to “Sprague Resources,” and the “Partnership,” refer to Sprague Resources LP and its subsidiaries; references to the "General Partner" refer to Sprague Resources GP LLC; references to “Axel Johnson” or the "Sponsor" refer to Axel Johnson Inc. and its controlled affiliates, collectively, other than Sprague Resources, its subsidiaries and its General Partner; references to “Sprague Holdings” refer to Sprague Resources Holdings LLC, a wholly owned subsidiary of Axel Johnson and the owner of the General Partner.
The Partnership owns, operates and/or controls a network of refined products and materials handling terminals located in the Northeast United States and in Quebec, Canada. The Partnership also utilizes third-party terminals in the Northeast United States through which it sells or distributes refined products pursuant to rack, exchange and throughput agreements. The Partnership has four reportable segments: refined products, natural gas, materials handling and other operations.
The refined products segment purchases a variety of refined products, such as heating oil, diesel fuel, residual fuel oil, kerosene, jet fuel and gasoline - primarily from refining companies, trading organizations and producers - and sells them to wholesale and commercial customers.
The natural gas segment purchases natural gas from natural gas producers and trading companies and sells and distributes natural gas to commercial and industrial customers.
The materials handling segment offloads, stores and prepares for delivery a variety of customer-owned products, including asphalt, clay slurry, salt, gypsum, crude oil, residual fuel oil, coal, petroleum coke, caustic soda, tallow, pulp, and heavy equipment.
The other operations segment primarily includes the marketing and distribution of coal and certain commercial trucking activities.
See Note 2 - Revenue for a description of the Partnership's revenue activities within these business segments.
As of September 30, 2020, the Sponsor, through its ownership of Sprague Holdings, owned 12,951,236 common units representing 56.5% of the limited partner interest in the Partnership. Sprague Holdings also owns the General Partner, which in turn owns a non-economic interest in the Partnership. Sprague Holdings currently holds incentive distribution rights (“IDRs”) that entitle it to receive increasing percentages, up to a maximum of 50.0%, of the cash the Partnership distributes from distributable cash flow in excess of $0.474375 per unit per quarter. The maximum distribution of 50% does not include any distributions that Sprague Holdings may receive on any limited partner units that it owns. See Note 12 - Earnings Per Unit and Note 13 - Partnership Distributions.
Basis of Presentation
The Condensed Consolidated Financial Statements include the accounts of the Partnership and its wholly-owned subsidiaries. Intercompany transactions between the Partnership and its subsidiaries have been eliminated. The accompanying unaudited Condensed Consolidated Financial Statements were prepared in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim financial information. As permitted under those rules, certain notes or other financial information that are normally required by U.S. generally accepted accounting principles (“GAAP”) to be included in annual financial statements have been condensed or omitted from these interim financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and related notes of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 5, 2020 (the “2019 Annual Report”).
6

Table of Contents

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and the reported net sales and expenses in the income statement. Actual results could differ from those estimates. Among the estimates made by management are the fair value of derivative assets and liabilities, valuation of contingent consideration, valuation of reporting units within the goodwill impairment assessment, and if necessary long-lived asset impairments and environmental and legal obligations.
The Condensed Consolidated Financial Statements included herein reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the Partnership’s consolidated financial position at September 30, 2020 and December 31, 2019, the consolidated results of operations for the three and nine months ended September 30, 2020 and 2019, consolidated statement of changes in unitholders' equity for the three and nine months ended September 30, 2020 and 2019, and the consolidated cash flows for the nine months ended September 30, 2020 and 2019. The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year. Demand for some of the Partnership’s refined petroleum products, specifically heating oil and residual oil for space heating purposes, and to a lesser extent natural gas, are generally higher during the first and fourth quarters of the calendar year which may result in significant fluctuations in the Partnership’s quarterly operating results.
COVID-19

The global outbreak of the novel coronavirus (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government in March 2020 and has negatively affected the U.S. and global economy, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets.

Beginning in the quarterly period ended March 31, 2020, a wide array of sectors including but not limited to the energy, transportation, manufacturing and commercial, along with global economic conditions generally, have been significantly disrupted by the pandemic. A growing number of the Partnership’s customers in these industries have experienced substantial reductions in their operations due to travel restrictions as well as the extended shutdown of various businesses in affected regions. Furthermore, government measures have also led to a precipitous decline in fuel prices in response to concerns about demand for fuel.
The pandemic and associated impacts on economic activity had an adverse effect on the Partnership’s operating results for the three and nine months ended September 30, 2020, specifically, the Partnership has seen a decline in demand and related sales volume as large sectors of the global economy have been adversely impacted by the crisis. In response to these developments, the Partnership took swift action to ensure the safety of employees and other stakeholders, and initiated a number of initiatives relating to cost reduction, liquidity and operating efficiencies.

The Partnership makes estimates and assumptions that affect the reported amounts on these condensed consolidated financial statements and accompanying notes as of the date of the financial statements. The Partnership assessed accounting estimates that require consideration of forecasted financial information, including, but not limited to, the allowance for credit losses, the carrying value of goodwill, intangible assets, and other long-lived assets. This assessment was conducted in the context of information reasonably available to the Partnership, as well as consideration of the future potential impacts of COVID-19 on the Partnership’s business as of September 30, 2020. At this time, the Partnership is unable to predict with specificity the ultimate impact of the crisis, as it will depend on the magnitude, severity and duration of the pandemic, as well as how quickly, and to what extent, normal economic and operating conditions resume on a sustainable basis globally. Accordingly, if the impact is more severe or longer in duration than the Partnership has assumed, such impact could potentially result in impairments and increases in credit allowances.
Significant Accounting Policies
The Partnership's significant accounting policies are described in Note 1 - Description of Business and Summary of Significant Accounting Policies in the Partnership’s audited consolidated financial statements included in the 2019 Annual Report and are the same as are used in preparing these unaudited interim Condensed Consolidated Financial Statements, except with respect to the Partnership’s policy on credit losses noted within the “Recent Accounting Pronouncements” section below.


7

Table of Contents

Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard requires entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The guidance is effective for interim and annual periods for fiscal years beginning after December 15, 2019, with early adoption permitted. As part of the Partnership’s assessment of the adequacy of its allowances for credit losses, the Partnership consider a number of factors including, but not limited to, history or defaults, age of receivables, and expected loss rates. The adoption of this guidance did not have a material impact to the Partnership's Condensed Consolidated Financial Statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The standard will be applied prospectively, and is effective for fiscal years beginning after December 15, 2019. The adoption of this guidance did not have a material impact to the Partnership's Condensed Consolidated Financial Statements.
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform, if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Partnership has not currently adopted the optional expedients and exceptions provided in this guidance but continues to monitor and evaluate the impact of reference rate reform on relevant transactions.
2. Revenue

Disaggregated Revenue

    In general, the Partnership's business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships which provides meaningful disaggregation of each business segment's results of operations. The Partnership operates its businesses in the Northeast and Mid-Atlantic United States and Eastern Canada.
    
    The refined products segment purchases a variety of refined products, such as heating oil, diesel fuel, residual fuel oil, kerosene, jet fuel and gasoline (primarily from refining companies, trading organizations and producers), and sells them to wholesale and commercial customers. Refined products revenue-producing activities are direct sales to customers, including throughput transactions. Revenue is recognized when the product is delivered. Revenue is not recognized on exchange agreements, which are entered into primarily to acquire refined products by taking delivery of products closer to the Partnership’s end markets. Rather, net differentials or fees for exchange agreements are recorded within cost of products sold (exclusive of depreciation and amortization).

    The natural gas segment purchases natural gas from natural gas producers and trading companies and sells and distributes natural gas to commercial and industrial customers. Natural gas revenue-producing activities are sales to customers at various points on natural gas pipelines or at local distribution companies (i.e., utilities). Natural gas sales not billed by month-end are accrued based upon gas volumes delivered.
    
    The materials handling segment offloads, stores and prepares for delivery a variety of customer-owned products. A majority of the materials handling segment revenue is generated under leasing arrangements with revenue recorded over the lease term generally on a straight-line basis. Contingent rentals are recorded as revenue only when billable under the arrangement. For materials handling contracts that are not leases, the Partnership recognizes revenue either at a point in time after services are performed or over a period of time if the services are performed in a continuous fashion over the period of the contract.
    The other operations segment primarily includes the marketing and distribution of coal and certain commercial trucking activities. Revenue from other operations is recognized when the product is delivered or the services are rendered.

8

Table of Contents

Further disaggregation of net sales by business segment and geographic destination is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Net sales:
Refined products
Distillates$234,383 $378,535 $1,149,810 $1,795,264 
Gasoline66,503 81,777 186,468 214,933 
Heavy fuel oil and asphalt30,650 54,709 130,089 209,260 
Total refined products$331,536 $515,021 $1,466,367 $2,219,457 
Natural gas40,592 48,987 184,358 221,262 
Materials handling13,880 13,119 42,411 43,913 
Other operations4,450 5,463 15,415 18,284 
Net sales$390,458 $582,590 $1,708,551 $2,502,916 
Net sales by country:
    United States$347,473 $519,340 $1,578,340 $2,322,763 
    Canada42,985 63,250 $130,211 180,153 
Net sales$390,458 $582,590 $1,708,551 $2,502,916 

Contract Balances

    Contract liabilities primarily relate to advances or deposits received from the Partnership's customers before revenue is recognized. These amounts are included in accrued liabilities and amounted to $8.1 million and $7.5 million as of September 30, 2020 and December 31, 2019, respectively. A substantial portion of the contract liabilities as of December 31, 2019 remains outstanding as of September 30, 2020 as they are primarily deposits. The Partnership does not have any material contract assets as of September 30, 2020 or December 31, 2019.
3. Leases

    From a lessor perspective, the Partnership has entered into various throughput and materials handling arrangements with customers. These arrangements are accounted for as operating leases as determined by the use terms and rights outlined in the underlying agreements. The throughput contracts are agreements with refined products wholesalers that use the Partnership’s terminal facilities for a fee. The materials handling contracts are arrangements involving rentals of dedicated tanks, pads, land and small office locations for the purposes of storage, parking and other related uses. Income related to the operating leases with the Partnership as the lessor, as described above, totaled $11.9 million and $9.7 million for the three months ended September 30, 2020 and 2019, respectively, and $32.1 million and $31.2 million for the nine months ended September 30, 2020 and 2019, respectively.

4. Accumulated Other Comprehensive Loss, Net of Tax
Amounts included in accumulated other comprehensive loss, net of tax, consisted of the following:
September 30,
2020
December 31, 2019
Fair value of interest rate swaps, net of tax$(15,606)$(8,150)
Cumulative foreign currency translation adjustment(11,662)(11,538)
Accumulated other comprehensive loss, net of tax$(27,268)$(19,688)
9

Table of Contents

5. Inventories
September 30,
2020
December 31,
2019
Petroleum and related products$219,845 $285,539 
Coal2,269 4,374 
Natural gas2,699 3,311 
Inventories$224,813 $293,224 
6. Credit Agreement
September 30,
2020
December 31, 2019
Working capital facilities$276,400 $437,184 
Acquisition facility385,200 374,600 
Total credit agreement661,600 811,784 
Less: current portion of working capital facilities(276,400)(437,184)
Long-term portion$385,200 $374,600 
On May 19, 2020, Sprague Operating Resources LLC (the “U.S. Borrower”) and Kildair Service ULC (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), wholly owned subsidiaries of the Partnership, entered into a second amended and restated credit agreement (the “Credit Agreement”), which replaced the amended and restated credit agreement, dated December 9, 2014 (the “Previous Credit Agreement”). Upon the effective date, the Credit Agreement was accounted for as a modification of a syndicated loan arrangement with partial extinguishment to the extent of the decrease in the borrowing capacity. The Credit Agreement matures on May 19, 2022. The Partnership and certain of its subsidiaries (the “Subsidiary Guarantors”) are guarantors of the obligations under the Credit Agreement. Obligations under the Credit Agreement are secured by substantially all of the assets of the Partnership, the Borrowers and the Subsidiary Guarantors (collectively, the “Loan Parties”).
As of September 30, 2020, the revolving credit facilities under the Credit Agreement contained, among other items, the following:
 
A committed U.S. dollar revolving working capital facility of up to $465.0 million, subject to borrowing base limits, to be used for working capital loans and letters of credit;
An uncommitted U.S. dollar revolving working capital facility of up to $200.0 million, subject to borrowing base limits and the sole discretion of the lenders, to be used for working capital loans and letters of credit;
A multicurrency revolving working capital facility of up to $85.0 million, subject to borrowing base limits, to be used for working capital loans and letters of credit;
A revolving acquisition facility of up to $430.0 million, subject to borrowing base limits, to be used for loans and letters of credit to fund capital expenditures and acquisitions and other general corporate purposes; and
Subject to certain conditions, including the receipt of additional commitments from lenders, the ability to increase the U.S. dollar revolving working capital facility to up to $1.2 billion and the multicurrency revolving working capital facility to up to $320.0 million, subject to a maximum combined increase in commitments for both facilities of $470.0 million in the aggregate. Additionally, subject to certain conditions, the revolving acquisition facility may be increased to up to $750.0 million.
Indebtedness under the Credit Agreement bears interest, at the Borrowers’ option, at a rate per annum equal to either (i) the Eurocurrency Rate (which is the LIBOR Rate for loans denominated in U.S. dollars and CDOR for loans denominated in Canadian dollars, in each case adjusted for certain regulatory costs, and in each case with a floor of 0.50%) for interest periods of one, two, three or six months plus a specified margin or (ii) an alternate rate plus a specified margin.
For loans denominated in U.S. dollars, the alternate rate is the Base Rate which is the highest of (a) the U.S. Prime Rate as in effect from time to time, (b) the greater of the Federal Funds Effective Rate and the Overnight Bank Funding Rate as in effect from time to time plus 0.50% and (c) the one-month Eurocurrency Rate for U.S. dollars as in effect from time to time plus 1.00%.
For loans denominated in Canadian dollars, the alternate rate is the Prime Rate which is the higher of (a) the Canadian Prime Rate as in effect from time to time and (b) the one-month Eurocurrency Rate for U.S. dollars as in effect from time to time plus 1.00%.
10

Table of Contents

The specified margins for the working capital revolving facilities vary based on the utilization of the working capital facilities as a whole, measured on a quarterly basis. On or prior to November 19, 2020, the specified margin for (x) the committed U.S. dollar revolving working capital facility will range from 1.25% to 1.75% for loans bearing interest at the Base Rate and from 2.25% to 2.75% for loans bearing interest at the Eurocurrency Rate, (y) the uncommitted U.S. dollar revolving working capital facility will range from 1.00% to 1.50% for loans bearing interest at the Base Rate and 2.00% to 2.50% for loans bearing interest at the Eurocurrency Rate and (z) the multicurrency revolving working capital facility will range from 1.25% to 1.75% for loans bearing interest at the Base Rate and 2.25% to 2.75% for loans bearing interest at the Eurocurrency Rate. After November 19, 2020, the specified margin for (x) the committed U.S. dollar revolving working capital facility will range from 0.75% to 1.25% for loans bearing interest at the Base Rate and from 1.75% to 2.25% for loans bearing interest at the Eurocurrency Rate, (y) the uncommitted U.S. dollar revolving working capital facility will range from 0.50% to 1.00% for loans bearing interest at the Base Rate and 1.50% to 2.00% for loans bearing interest at the Eurocurrency Rate and (z) the multicurrency revolving working capital facility will range from 0.75% to 1.25% for loans bearing interest at the Base Rate and 1.75% to 2.25% for loans bearing interest at the Eurocurrency Rate.
The specified margin for the revolving acquisition facility varies based on the consolidated total leverage of the Loan Parties. The specified margin for the revolving acquisition facility will range from 1.25% to 2.25% for loans bearing interest at the Base Rate and from 2.25% to 3.25% for loans bearing interest at the Eurocurrency Rate.
In addition, the Borrowers will incur a commitment fee on the unused portion of (x) the committed U.S. dollar revolving working capital facility and multicurrency revolving working capital facility ranging from 0.375% to 0.500% per annum and (y) the revolving acquisition facility at a rate ranging from 0.35% to 0.50% per annum. Overdue amounts bear interest at the applicable rates described above plus an additional margin of 2%.
The working capital facilities are subject to borrowing base reporting and as of September 30, 2020 and December 31, 2019, the Credit Agreement had a borrowing base of $402.3 million and the Previous Credit Agreement had a borrowing base of $594.5 million, respectively. As of September 30, 2020 and December 31, 2019, outstanding letters of credit were $28.6 million under the Credit Agreement and $63.6 million under the Previous Credit Agreement, respectively. As of September 30, 2020, excess availability under the working capital facilities was $97.3 million and excess availability under the acquisition facility was $44.8 million.
The weighted average interest rate was 3.3% under the Credit Agreement and 4.5% under the Previous Credit Agreement at September 30, 2020 and December 31, 2019, respectively. No amounts are due under the Credit Agreement until the maturity date. However, the current portion of the Credit Agreement at September 30, 2020 and the current portion of the Previous Credit Agreement at December 31, 2019 represents the amounts of the working capital facility.
The Credit Agreement contains various covenants and restrictive provisions that, among other things, prohibit the Partnership from making distributions to unitholders if any event of default occurs or would result from the distribution or if the Loan Parties would not be in pro forma compliance with the financial covenants after giving effect to the distribution. In addition, the Credit Agreement contains various covenants that are usual and customary for a financing of this type, size and purpose, including, but not limited to, covenants that require the Loan Parties to maintain: a minimum consolidated EBITDA-to fixed-charge ratio, a minimum consolidated net working capital amount and a maximum consolidated total leverage-to-EBITDA ratio. The Credit Agreement also limits the Loan Parties ability to incur debt, grant liens, make certain investments or acquisitions, enter into affiliate transactions and dispose of assets. The Partnership was in compliance with the covenants under the Credit Agreement at September 30, 2020.
The Credit Agreement also contains events of default that are usual and customary for a financing of this type, size and purpose including, among others, non-payment of principal, interest or fees, violation of certain covenants, material inaccuracy of representations and warranties, bankruptcy and insolvency events, cross-payment default and cross-acceleration, material judgments and events constituting a change of control. If an event of default exists under the Credit Agreement, the lenders will be able to terminate the lending commitments, accelerate the maturity of the Credit Agreement and exercise other rights and remedies with respect to the collateral.     
11

Table of Contents

7. Related Party Transactions
The General Partner charges the Partnership for the reimbursements of employee costs and related employee benefits and other overhead costs supporting the Partnership’s operations which amounted to $21.2 million and $23.8 million for the three months ended September 30, 2020 and 2019, respectively, and $65.7 million and $75.6 million for the nine months ended September 30, 2020 and 2019, respectively. Through the General Partner, the Partnership also participates in the Sponsor’s pension and other post-retirement benefits. At September 30, 2020 and December 31, 2019, total amounts due to the General Partner with respect to these benefits and overhead costs were $7.3 million and $8.1 million, respectively.
8. Segment Reporting
The Partnership has four reportable segments that comprise the structure used by the chief operating decision makers (CEO and CFO) to make key operating decisions and assess performance. When establishing a reporting segment, the Partnership aggregates individual operating units that are in the same line of business and have similar economic characteristics. These reportable segments are refined products, natural gas, materials handling and other operations.
The Partnership's refined products segment purchases a variety of refined products, such as heating oil, diesel fuel, residual fuel oil, kerosene, jet fuel and gasoline (primarily from refining companies, trading organizations and producers), and sells them to its customers. The Partnership has wholesale customers who resell the refined products they purchase from the Partnership and commercial customers who consume the refined products they purchase. The Partnership’s wholesale customers consist of home heating oil retailers and diesel fuel and gasoline resellers. The Partnership’s commercial customers include federal and state agencies, municipalities, regional transit authorities, drill sites, large industrial companies, real estate management companies, hospitals and educational institutions. The refined products reportable segment consists of two operating segments.
The Partnership's natural gas segment purchases natural gas from natural gas producers and trading companies and sells and distributes natural gas to commercial and industrial customers primarily in the Northeast and Mid-Atlantic United States. The natural gas reportable segment consists of one operating segment.
The Partnership's materials handling segment offloads, stores, and prepares for delivery a variety of customer-owned products, including asphalt, clay slurry, salt, gypsum, crude oil, residual fuel oil, coal, petroleum coke, caustic soda, tallow, pulp and heavy equipment. These services are generally provided under multi-year agreements as either fee-based activities or as leasing arrangements when the right to use an identified asset (such as storage tanks or storage locations) has been conveyed in the agreement. The materials handling reportable segment consists of two operating segments.
The Partnership's other operations segment primarily consists of marketing and distribution of coal, and commercial trucking activities unrelated to its refined products segment. Other operations are not reported separately as they represent less than 10% of consolidated net sales and adjusted gross margin. The other operations reporting segment consists of two operating segments.
The Partnership evaluates segment performance based on adjusted gross margin, a non-GAAP measure, which is net sales less cost of products sold (exclusive of depreciation and amortization) increased by unrealized hedging losses and decreased by unrealized hedging gains, in each case with respect to refined products and natural gas inventory, and natural gas transportation contracts.
Based on the way the business is managed, it is not reasonably possible for the Partnership to allocate the components of operating costs and expenses among the operating segments. There were no significant intersegment sales for any of the years presented below.
The Partnership had no single customer that accounted for more than 10% of total net sales for the three and nine months ended September 30, 2020 and 2019, respectively. The Partnership’s foreign sales, primarily sales of refined products and natural gas to its customers in Canada, were $43.0 million and $63.3 million for the three months ended September 30, 2020 and 2019, respectively, and $130.2 million and $180.2 million for the nine months ended September 30, 2020 and 2019, respectively.



12

Table of Contents

Summarized financial information for the Partnership's reportable segments is presented in the table below:
Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Net sales:
Refined products$331,536 $515,021 $1,466,367 $2,219,457 
Natural gas40,592 48,987 184,358 221,262 
Materials handling13,880 13,119 42,411 43,913 
Other operations4,450 5,463 15,415 18,284 
Net sales$390,458 $582,590 $1,708,551 $2,502,916 
Adjusted gross margin (1):
Refined products$40,449 $33,400 $129,099 $105,783 
Natural gas588 3,681 28,130 40,649 
Materials handling13,811 13,101 42,287 43,886 
Other operations1,747 1,565 5,374 5,146 
Adjusted gross margin56,595 51,747 204,890 195,464 
Reconciliation to operating income (2):
Add/(deduct):
Change in unrealized gain (loss) on inventory (3)
17,680 3,428 (1,097)(1,169)
Change in unrealized value on natural gas transportation contracts (4)
(8,498)(7,005)4,824 6,429 
Operating costs and expenses not allocated to operating segments:
Operating expenses(18,504)(20,461)(57,787)(65,325)
Selling, general and administrative(18,045)(17,570)(57,002)(56,309)
Depreciation and amortization(8,470)(8,466)(25,585)(25,263)
Operating income20,758 1,673 68,243 53,827 
Other income— — 64 128 
Interest income34 121 282 447 
Interest expense(9,552)(9,918)(31,626)(31,915)
Income tax provision(1,567)(1,610)(5,680)(3,078)
Net income (loss)$9,673 $(9,734)$31,283 $19,409 

(1)The Partnership trades, purchases, stores and sells energy commodities that experience market value fluctuations. To manage the Partnership’s underlying performance, including its physical and derivative positions, management utilizes adjusted gross margin, which is a non-GAAP financial measure. Adjusted gross margin is also used by external users of the Partnership’s consolidated financial statements to assess the Partnership’s economic results of operations and its commodity market value reporting to lenders. In determining adjusted gross margin, the Partnership adjusts its segment results for the impact of unrealized gains and losses with regard to refined products and natural gas inventory, and natural gas transportation contracts, which are not marked to market for the purpose of recording unrealized gains or losses in net income.
(2)Reconciliation of adjusted gross margin to operating income, the most directly comparable GAAP measure.
(3)Inventory is valued at the lower of cost or net realizable value. The adjustment related to change in unrealized gain on inventory which is not included in net income, represents the estimated difference between inventory valued at the lower of cost or net realizable value as compared to market values. The fair value of the derivatives the Partnership uses to economically hedge its inventory declines or appreciates in value as the value of the underlying inventory appreciates or declines, which creates unrealized hedging losses (gains) with respect to the derivatives that are included in net income.
(4)Represents the Partnership’s estimate of the change in fair value of the natural gas transportation contracts which are not recorded in net income until the transportation is utilized in the future (i.e., when natural gas is delivered to the customer), as these contracts are executory contracts that do not qualify as derivatives. As the fair value of the natural gas transportation contracts decline or appreciate, the offsetting physical or financial derivative will also appreciate or decline creating unmatched unrealized hedging (gains) losses in net income (loss).
Segment Assets
Due to the commingled nature and uses of the Partnership’s fixed assets, the Partnership does not track its fixed assets between its refined products and materials handling operating segments or its other operations. There are no significant fixed assets attributable to the natural gas reportable segment.
13

Table of Contents

As of September 30, 2020, goodwill recorded for the refined products, natural gas, materials handling and other operations segments amounted to $71.4 million, $35.5 million, $6.9 million and $1.2 million, respectively.
9. Financial Instruments and Off-Balance Sheet Risk
As of September 30, 2020 and December 31, 2019, the carrying amounts of cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities approximated fair value because of the short maturity of these instruments. As of September 30, 2020 and December 31, 2019, the carrying value of the Partnership’s margin deposits with brokers approximates fair value and consists of initial margin with futures transaction brokers, along with variation margin, which is paid or received on a daily basis, and is included in other current assets or other current liabilities. As of September 30, 2020 and December 31, 2019, the carrying value of the Partnership’s debt approximated fair value due to the variable interest nature of these instruments.
The Partnership’s deferred consideration was recorded in connection with an acquisition on April 18, 2017 using an estimated fair value discount at the time of the transaction. As of September 30, 2020, the carrying value of the deferred consideration approximated fair value because there has been no significant subsequent change in the estimated fair value discount rate or probability of outcome.
The following table presents financial assets and financial liabilities of the Partnership measured at fair value on a recurring basis:
 As of September 30, 2020
Fair Value
Measurement
Quoted
Prices in
Active
Markets
Level 1
Significant
Other
Observable
Inputs
Level 2
Significant
Unobservable
Inputs
Level 3
Derivative assets:
Commodity fixed forwards$66,038 $— $66,038 $— 
Futures, swaps and options117,488 117,476 12 — 
Commodity derivatives183,526 117,476 66,050 — 
Total derivative assets$183,526 $117,476 $66,050 $— 
Derivative liabilities:
Commodity exchange contracts$$$— $— 
Commodity fixed forwards18,888 — 18,888 — 
Futures, swaps and options108,638 108,621 17 — 
Commodity derivatives127,531 108,626 18,905 — 
Interest rate swaps15,729 — 15,729 — 
Currency swaps13 — 13 — 
Total derivative liabilities$143,273 $108,626 $34,647 $— 
14

Table of Contents

 As of December 31, 2019
 Fair Value
Measurement
Quoted
Prices in
Active
Markets
Level 1
Significant
Other
Observable
Inputs
Level 2
Significant
Unobservable
Inputs
Level 3
Derivative assets:
Commodity fixed forwards$62,580 $— $62,580 $— 
Futures, swaps and options32,083 32,057 26 — 
Commodity derivatives94,663 32,057 62,606 — 
Currency swaps15 — 15 — 
Total derivative assets$94,678 $32,057 $62,621 $— 
Derivative liabilities:
Commodity exchange contracts$$$— $— 
Commodity fixed forwards16,017 — 16,017 — 
Futures, swaps and options63,360 63,359 — 
Commodity derivatives79,379 63,361 16,018 — 
Interest rate swaps8,214 — 8,214 — 
Total derivative liabilities$87,593 $63,361 $24,232 $— 
Contingent consideration$7,590 $— $— $7,590 
Commodity Derivative Instruments
The Partnership utilizes derivative instruments consisting of futures contracts, forward contracts, swaps, options and other derivatives individually or in combination, to mitigate its exposure to fluctuations in prices of refined petroleum products and natural gas. The use of these derivative instruments within the Partnership's risk management policy may, on a limited basis, generate gains or losses from changes in market prices. The Partnership enters into futures and over-the-counter (“OTC”) transactions either on regulated exchanges or in the OTC market. Futures contracts are exchange-traded contractual commitments to either receive or deliver a standard amount or value of a commodity at a specified future date and price, with some futures contracts based on cash settlement rather than a delivery requirement. Futures exchanges typically require margin deposits as security. OTC contracts, which may or may not require margin deposits as security, involve parties that have agreed either to exchange cash payments or deliver or receive the underlying commodity at a specified future date and price. The Partnership posts initial margin with futures transaction brokers, along with variation margin, which is paid or received on a daily basis, and is included in other current assets or other current liabilities. In addition, the Partnership may either pay or receive margin based upon exposure with counterparties. Payments made by the Partnership are included in other current assets, whereas payments received by the Partnership are included in accrued liabilities. A majority of all of the Partnership’s commodity derivative contracts outstanding as of September 30, 2020 will settle prior to March 31, 2022.
The Partnership enters into some master netting arrangements to mitigate credit risk with significant counterparties. Master netting arrangements are standardized contracts that govern all specified transactions with the same counterparty and allow the Partnership to terminate all contracts upon occurrence of certain events, such as a counterparty’s default. The Partnership has elected not to offset the fair value of its derivatives, even where these arrangements provide the right to do so.
The Partnership’s derivative instruments are recorded at fair value, with changes in fair value recognized in net income (loss) each period. The Partnership’s fair value measurements are determined using the market approach and includes non-performance risk and time value of money considerations. Counterparty credit is considered for receivable balances, and the Partnership’s credit is considered for payable balances.
The Partnership determines fair value based on a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (Level 1) to estimates determined using significant unobservable inputs (Level 3). Multiple inputs may be used to measure fair value; however, the level of fair value is based on the lowest significant input level within this fair value hierarchy.



15

Table of Contents

Details on the methods and assumptions used to determine the fair values are as follows:
Fair value measurements based on Level 1 inputs: Measurements that are most observable and are based on quoted prices of identical instruments obtained from the principal markets in which they are traded. Closing prices are both readily available and representative of fair value. Market transactions occur with sufficient frequency and volume to assure liquidity.
Fair value measurements based on Level 2 inputs: Measurements derived indirectly from observable inputs or from quoted prices from markets that are less liquid are considered Level 2. Measurements based on Level 2 inputs include OTC derivative instruments that are priced on an exchange traded curve, but have contractual terms that are not identical to exchange traded contracts. The Partnership utilizes fair value measurements based on Level 2 inputs for its fixed forward contracts, over-the-counter commodity price swaps, interest rate swaps and forward currency contracts.
Fair value measurements based on Level 3 inputs: Measurements that are least observable are estimated from significant unobservable inputs determined from sources with little or no market activity for comparable contracts or for positions with longer durations. The Partnership utilizes fair value measurements based on Level 3 inputs for its contingent consideration obligation.
The Partnership does not offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against the fair value of derivative instruments executed with the same counterparty under the same master netting arrangement. The Partnership had no right to reclaim or obligation to return cash collateral as of September 30, 2020 and December 31, 2019.

The Partnership enters into derivative contracts with counterparties, some of which are subject to master netting arrangements, which allow net settlements under certain conditions. The Partnership presents derivatives at gross fair values in the Condensed Consolidated Balance Sheets. The maximum amount of loss due to credit risk that the Partnership would incur if its counterparties failed completely to perform according to the terms of the contracts, based on the net fair value of these financial instruments, exclusive of cash collateral, was $72.3 million at September 30, 2020. Information related to these offsetting arrangements is set forth below:

 As of September 30, 2020
Gross Amount Not Offset in
the Balance Sheet
 Gross Amount of Assets/Liabilities
in the Balance Sheet
Financial
Instruments
Cash
Collateral
Posted
Net Amount
Commodity derivative assets$183,526 $(111,222)$(1,707)$70,597 
Fair value of derivative assets$183,526 $(111,222)$(1,707)$70,597 
Commodity derivative liabilities$(127,531)$111,222 $— $(16,309)
Interest rate swap derivative liabilities(15,729)— — (15,729)
Currency swaps(13)— — (13)
Fair value of derivative liabilities$(143,273)$111,222 $— $(32,051)

16

Table of Contents

 As of December 31, 2019
Gross Amount Not Offset in
the Balance Sheet
 Gross Amount of Assets/Liabilities
in the Balance Sheet
Financial
Instruments
Cash
Collateral
Posted
Net Amount
Commodity derivative assets$94,663 $(36,885)$— $57,778 
Currency swaps15 — — 15 
Fair value of derivative assets$94,678 $(36,885)$— $57,793 
Commodity derivative liabilities$(79,379)$36,885 $31,303 $(11,191)
Interest rate swap derivative liabilities(8,214)— — (8,214)
Fair value of derivative liabilities$(87,593)$36,885 $31,303 $(19,405)

    The following table presents total realized and unrealized gains (losses) on derivative instruments utilized for commodity risk management purposes included in cost of products sold (exclusive of depreciation and amortization):
 
 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Refined products contracts$21,841 $6,221 $79,177 $(15,675)
Natural gas contracts(5,853)(2,421)33,492 21,646 
Total$15,988 $3,800 $112,669 $5,971 
There were no discretionary trading activities for the three and nine months ended September 30, 2020 and 2019. The following table presents gross volume of commodity derivative instruments outstanding for the periods indicated:
 
 As of September 30, 2020As of December 31, 2019
Refined Products
(Barrels)
Natural Gas
(MMBTUs)
Refined Products
(Barrels)
Natural Gas
(MMBTUs)
Long contracts17,076 183,713 8,332 168,818 
Short contracts(21,495)(93,232)(11,475)(91,011)
Interest Rate Derivatives
The Partnership has entered into interest rate swaps to manage its exposure to changes in interest rates on its Credit Agreement. The Partnership’s interest rate swaps hedge the interest rate risk associated with LIBOR based borrowings and have been designated as cash flow hedges. Counterparties to the Partnership’s interest rate swaps are large multinational banks and the Partnership does not believe there is a material risk of counterparty non-performance. The Partnership expects to continue to utilize interest rate swaps to hedge cash flow risk and to manage our exposure to LIBOR interest rates or its replaced equivalent for the foreseeable future.
The Partnership's interest rate swap agreements outstanding as of September 30, 2020 were as follows:
BeginningEndingNotional Amount
January 2020January 2021$300,000 
April 2020April 2021$25,000 
January 2021January 2022$300,000 
April 2021April 2022$25,000 
January 2022January 2023$250,000 
April 2022April 2023$25,000 
January 2023January 2024$225,000 
January 2024January 2025$50,000 
17

Table of Contents

The Partnership records unrealized gains and losses on its interest rate swaps as a component of accumulated other comprehensive loss, net of tax, which is reclassified to earnings as interest expense when the payments are made. As of September 30, 2020, the amount of unrealized losses, net of tax, expected to be reclassified to earnings during the following twelve-month period was $5.6 million.
Contingent Consideration
As part of the Coen Energy acquisition in 2017, the Partnership is obligated to pay contingent consideration of up to $12.0 million if certain earnings objectives during the first three years following the acquisition are met. Prior to September 30, 2020, the estimated fair value of the contingent consideration arrangement was classified within Level 3 and was determined using an income approach based on probability-weighted discounted cash flows. Under this method, a set of discrete potential future earnings was determined using internal estimates based on various revenue growth rate assumptions for each scenario. A probability was assigned to each discrete potential future earnings estimate. The resulting probability-weighted contingent consideration amounts were discounted using a weighted average discount rate of 7.0%. Changes in either the revenue growth rates, related earnings or the discount rate would result in a material change to the amount of contingent consideration accrued and such changes would be recorded in the Partnership's Condensed Consolidated Income Statements. As of September 30, 2020, the contingent consideration payment calculation has been finalized as the earnings objective period has ended and a payment of $8.0 million was made in October 2020. As a result, the contingent consideration payment is no longer included in the fair value measurement table within Level 3.
The Partnership records changes in the estimated fair value of the contingent consideration within selling, general and administrative expenses in the Condensed Consolidated Income Statements. Changes in the contingent consideration liability as of September 30, 2020 were measured at fair value on a recurring basis using unobservable inputs (Level 3) are as follows:
Contingent consideration - December 31, 2019$7,590 
Change in estimated fair value368 
Contingent consideration - September 30, 2020$7,958 
10. Commitments and Contingencies
Legal, Environmental and Other Proceedings

    The Partnership is subject to a tax on sales made in Quebec from product it imports into the province. During a recent audit by the Quebec Energy Board (QEB) of the annual filings, the Partnership initiated legal action seeking a declaration to limit the applicability of the tax to direct imports, as well as the periods subject to review. Since filing this legal action in June 2018, the Partnership has been assessed $7.0 million of tax, including interest and penalties, for the period of 2007 to 2019. Similarly, since the filing, the Partnership has been assessed $9.1 million, including a 15% penalty and interest, from the Ministry of the Environment, and the Fight Against Climate Change (known as MELCC) under separate regulation that was in effect for the period from 2007 through 2014. The Partnership is disputing this assessment on the same basis as set out in the QEB legal action described above. The Partnership has accrued an amount which it believes to be a reasonable estimate of the low end of a range of loss related to these matters and such amount is not material to the consolidated financial statements.
    The Partnership is involved in other various lawsuits, other proceedings and environmental matters, all of which arose in the normal course of business. The Partnership believes, based upon its examination of currently available information, its experience to date, and advice from legal counsel, that the individual and aggregate liabilities resulting from the resolution of these contingent matters will not have a material adverse impact on the Partnership’s consolidated results of operations, financial position or cash flows.
11. Equity and Equity-Based Compensation
Equity Awards - Performance-based Phantom Units
The board of directors of the General Partner grants performance-based phantom unit awards to key employees that vest at the end of a performance period (generally three years). Phantom unit awards granted since 2016 include a performance criteria that considers Sprague Holdings operating cash flow, as defined ("OCF"), over a three year period. The number of common units that may be received in settlement of each phantom unit award can range between 0 and 200% of the number of phantom units granted based on the level of OCF achieved during the vesting period. These awards are equity awards with performance and service conditions which result in compensation cost being recognized over the requisite service period once payment is determined to be probable. Compensation expense is estimated each reporting period by multiplying the number of
18

Table of Contents

common units underlying such awards that, based on the Partnership's estimate of OCF, are probable to vest, by the grant-date fair value of the award and is recognized over the requisite service period using the straight-line method. The number of units that the Partnership estimates are probable to vest could change over the vesting period. Any such change in estimate is recognized as a cumulative adjustment calculated as if the new estimate had been in effect from the grant date.
The Partnership's long-term incentive phantom unit awards include tandem distribution equivalent rights ("DERs") which entitle the participant to a cash payment upon vesting that is equal to any cash distribution paid on a common unit between the grant date and the date the phantom units were settled.
The following table presents a summary of the Partnership’s phantom unit awards subject to vesting during the nine months ended September 30, 2020:
 2020 Awards2019 Awards2018 Awards
UnitsWeighted
Average
Grant Date
Fair Value
(per unit)
UnitsWeighted
Average
Grant Date
Fair Value
(per unit)
UnitsWeighted
Average
Grant Date
Fair Value
(per unit)
Nonvested at December 31, 2019— $— 163,531 $15.04 110,993 $23.30 
  Granted179,250 17.40 — — — — 
  Forfeited— — (6,444)(15.04)(2,543)(23.30)
Nonvested at September 30, 2020179,250 $17.40 157,087 $15.04 108,450 $23.30 
Unit-based compensation expense for the nine months ended September 30, 2020 was $1.9 million as compared to $0.1 million for the nine months ended September 30, 2019. The increase over prior year is due improved performance with relation to compensation targets and a change in estimate recorded in September 30, 2019 which resulted in a reversal of stock based compensation expense during 2019.
Unit-based compensation is included in selling, general and administrative expenses. Unrecognized compensation cost related to performance-based phantom units totaled $1.8 million as of September 30, 2020 which is expected to be recognized over a weighted average period of 18 months.
Equity - Changes in Partnership Units
The following table provides information with respect to changes in the Partnership’s units:
 Common Units
 PublicSprague
Holdings
Balance as of December 31, 201810,627,629 12,106,348 
Director vested awards13,932 — 
Balance as of December 31, 201910,641,561 12,106,348 
Units issued in connection with employee bonus53,843 — 
Distribution paid in units— 121,150 
Units purchased by Sprague Holdings in private transaction(723,738)723,738 
Balance as of September 30, 20209,971,666 12,951,236 
12. Earnings Per Unit
The Partnership has identified the IDRs as participating securities and uses the two-class method when calculating the net income per unit applicable to limited partners. Earnings per unit applicable to limited partners is computed by dividing limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common units. The Partnership’s net income is allocated to the limited partners in accordance with their respective ownership percentages, after giving effect to priority income allocations for incentive distributions, which are declared and paid following the close of each quarter. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Diluted earnings per unit includes the effects of potentially dilutive units on the Partnership’s common units, consisting of unvested phantom units.
19

Table of Contents

Payments made to the Partnership’s unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of earnings per unit. Quarterly net income per limited partner and per unit amounts are stand-alone calculations and may not be additive to year to date amounts due to rounding and changes in outstanding units.
The table below shows the weighted average common units outstanding used to compute net income per common unit for the periods indicated.
Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Weighted average limited partner common units - basic22,922,902 22,733,977 22,889,053 22,733,977 
Dilutive effect of unvested phantom units109,014 — 81,890 23,802 
Weighted average limited partner common units - dilutive23,031,916 22,733,977 22,970,943 22,757,779 
13. Partnership Distributions
The Partnership's partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common unitholders will receive. Payments made in connection with DERs are recorded as a distribution.
Cash distributions for the periods indicated were as follows:
Quarter EndedPayment Date Per UnitCommonIDRTotal
December 31, 2019February 10, 2020$0.6675$15,184 $2,053 (1)$17,236 
March 31, 2020May 11, 2020$0.6675$15,301 $2,072 $17,373 
June 30, 2020August 10, 2020$0.6675$15,301 $2,072 $17,373 
(1)On February 10, 2020, the Sponsor received 121,150 common units, in lieu of cash, in respect of the incentive distribution rights payable in connection with the distribution for the fourth quarter of 2019.

In addition, on October 26, 2020, the Partnership declared a cash distribution for the three months ended September 30, 2020, of $0.6675 per unit, totaling $17.4 million (including a $2.1 million IDR distribution). Such distributions are to be paid on November 12, 2020, to unitholders of record on November 6, 2020.
20

Table of Contents

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
As used in this Quarterly Report on Form 10-Q ("Quarterly Report"), unless the context otherwise requires, references to "Sprague Resources," the "Partnership," "we," "our," "us," or like terms, refer to Sprague Resources LP and its subsidiaries; references to our "General Partner" refer to Sprague Resources GP LLC; references to "Axel Johnson" or the "Sponsor" refer to Axel Johnson Inc. and its controlled affiliates, collectively, other than Sprague Resources, its subsidiaries and its General Partner; and references to "Sprague Holdings" refer to Sprague Resources Holdings LLC, a wholly owned subsidiary of Axel Johnson and the owner of our General Partner. Our General Partner is a wholly owned subsidiary of Axel Johnson.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report and any information incorporated by reference, contains statements that we believe are “forward-looking statements”. Forward looking statements are statements that express our belief, expectations, estimates, or intentions, as well as those statements we make that are not statements of historical fact. Forward-looking statements provide our current expectations and contain projections of results of operations, or financial condition, and/ or forecasts of future events. Words such as “may”, “assume”, “forecast”, “position”, “seek”, “predict”, “strategy”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “project”, “budget”, “outlook”, “potential”, “will”, “could”, “should”, or “continue”, and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties which could cause our actual results to differ materially from those contained in any forward-looking statement. Consequently, no forward-looking statements can be guaranteed. You are cautioned not to place undue reliance on any forward-looking statements.

Factors that could cause actual results to differ from those in the forward-looking statements include, but are not limited to: (i) changes in federal, state, local, and foreign laws or regulations including those that permit us to be treated as a partnership for federal income tax purposes, those that govern environmental protection and those that regulate the sale of our products to our customers; (ii) changes in the marketplace for our products or services resulting from events such as dramatic changes in commodity prices, increased competition, increased energy conservation, increased use of alternative fuels and new technologies, changes in local, domestic or international inventory levels, seasonality, changes in supply, weather and logistics disruptions, or general reductions in demand; (iii) security risks including terrorism and cyber-risk, (iv) adverse weather conditions, particularly warmer winter seasons and cooler summer seasons, climate change, environmental releases and natural disasters; (v) adverse local, regional, national, or international economic conditions, including but not limited to, public health crises that reduce economic activity, affect the demand for travel (public and private), as well as impacting costs of operation and availability of supply (including the recent coronavirus COVID-19 outbreak), unfavorable capital market conditions and detrimental political developments such as the inability to move products between foreign locales and the United States; (vi) nonpayment or nonperformance by our customers or suppliers; (vii) shutdowns or interruptions at our terminals and storage assets or at the source points for the products we store or sell, disruptions in our labor force, as well as disruptions in our information technology systems; (viii) unanticipated capital expenditures in connection with the construction, repair, or replacement of our assets; (ix) our ability to integrate acquired assets with our existing assets and to realize anticipated cost savings and other efficiencies and benefits; and (x) our ability to successfully complete our organic growth and acquisition projects and/or to realize the anticipated financial and operational benefits. These are not all of the important factors that could cause actual results to differ materially from those expressed in our forward-looking statements. Other known or unpredictable factors could also have material adverse effects on future results. Consequently, all of the forward-looking statements made in this Quarterly Report are qualified by these cautionary statements, and we cannot assure you that actual results or developments that we anticipate will be realized or, even if realized, will have the expected consequences to or effect on us or our business or operations. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report may not occur.

When considering these forward-looking statements, please note that we provide additional cautionary discussion of risks and uncertainties in our Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 5, 2020 (the “2019 Annual Report”), in Part I, Item 1A “Risk Factors”, in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk”, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the SEC on May 7, 2020, in Part II, Item 1A “Risk Factors” and in in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as filed with the SEC on August 6, 2020, in Part II, Item 1A “Risk Factors”. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report may not occur.

Forward-looking statements contained in this Quarterly Report speak only as of the date of this Quarterly Report (or other date as specified in this Quarterly Report) or as of the date given if provided in another filing with the SEC. We undertake no obligation, and disclaim any obligation, to publicly update, review or revise any forward-looking statements to reflect events or circumstances after the date of such statements. All forward looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in our existing and future periodic reports filed with the SEC.
21

Table of Contents

Overview
We are a Delaware limited partnership formed in June 2011 by Sprague Holdings and our General Partner. We engage in the purchase, storage, distribution and sale of refined products and natural gas, and provide storage and handling services for a broad range of materials. In October 2013, we became a publicly traded master limited partnership ("MLP") and our common units representing limited partner interests are listed on the New York Stock Exchange ("NYSE") under the ticker symbol “SRLP".
Our Predecessor was founded in 1870 as the Charles H. Sprague Company in Boston, Massachusetts; and, in 1905, the company opened the Penobscot Coal and Wharf Company, a tidewater terminal located in Searsport, Maine. By World War II, the company was operating eleven terminals and a fleet of two dozen vessels transporting coal and other products throughout the world. As fuel needs diversified in the United States, the company expanded its product offerings and invested in terminals, tankers, and product handling activities. In 1959, the company expanded its oil marketing activities via entry into the distillate oil market. In 1970, the company was sold to Royal Dutch Shell’s Asiatic Petroleum subsidiary; and, in 1972, Royal Dutch Shell sold the company to Axel Johnson Inc., a member of the Axel Johnson Group of Stockholm, Sweden.
We are one of the largest independent wholesale distributors of refined products in the Northeast United States based on aggregate terminal capacity. We own, operate and/or control a network of refined products and materials handling terminals and storage facilities predominantly located in the Northeast United States from New York to Maine and in Quebec, Canada that have a combined storage tank capacity of approximately 14.7 million barrels for refined products and other liquid materials, as well as approximately 2.0 million square feet of materials handling capacity. We also have access to approximately 40 third-party terminals in the Northeast United States through which we sell or distribute refined products pursuant to rack, exchange and throughput agreements.
We operate under four business segments: refined products, natural gas, materials handling and other operations. See Note 8 - Segment Reporting to our Condensed Consolidated Financial Statements for a presentation of financial results by reportable segment and see Part I, Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for a discussion of financial results by segment.
In our refined products segment we purchase a variety of refined products, such as heating oil, diesel fuel, residual fuel oil, kerosene, jet fuel and gasoline (primarily from refining companies, trading organizations and producers), and sell them to our customers. We have wholesale customers who resell the refined products we sell to them and commercial customers who consume the refined products directly. Our wholesale customers consist of approximately 800 home heating oil retailers and diesel fuel and gasoline resellers. Our commercial customers include federal and state agencies, municipalities, regional transit authorities, drill sites, large industrial companies, real estate management companies, hospitals, educational institutions, and asphalt paving companies. In addition, as a result of our acquisition of Coen Energy in 2017, our customers include businesses engaged in the development of natural gas resources in Pennsylvania and surrounding states.
In our natural gas segment we purchase natural gas from natural gas producers and trading companies and sell and distribute natural gas to approximately 15,000 commercial and industrial customer locations across 13 states in the Northeast and Mid-Atlantic United States.
Our materials handling segment is generally conducted under multi-year agreements as either fee-based activities or as leasing arrangements when the right to use an identified asset (such as storage tanks or storage locations) has been conveyed in the agreement. We offload, store and/or prepare for delivery a variety of customer-owned products, including asphalt, clay slurry, salt, gypsum, crude oil, residual fuel oil, coal, petroleum coke, caustic soda, tallow, pulp and heavy equipment. Historically, a majority of our materials handling activity has generated qualified income.
Our other operations segment primarily includes the marketing and distribution of coal conducted in our Portland, Maine terminal, and commercial trucking activity conducted by our Canadian subsidiary.
We take title to the products we sell in our refined products and natural gas segments. In order to manage our exposure to commodity price fluctuations, we use derivatives and forward contracts to maintain a position that is substantially balanced between product purchases and product sales. We do not take title to any of the products in our materials handling segment.
22

Table of Contents

As of September 30, 2020, our Sponsor, through its ownership of Sprague Holdings, owns 12,951,236 common units representing an aggregate of 56.5% of the limited partner interest in the Partnership. Sprague Holdings also owns the General Partner, which in turn owns a non-economic interest in the Partnership. Sprague Holdings currently holds incentive distribution rights (“IDRs”) which entitle it to receive increasing percentages, up to a maximum of 50.0%, of the cash the Partnership distributes from distributable cash flow in excess of $0.474375 per unit per quarter. The maximum IDR distribution of 50.0% does not include any distributions that Sprague Holdings may receive on any limited partner units that it owns.
COVID-19

Beginning in the quarterly period ended March 31, 2020, a wide array of sectors including but not limited to the energy, transportation, manufacturing and commercial, along with global economic conditions generally, have been significantly disrupted by the COVID-19 pandemic. A growing number of our customers in these industries have experienced substantial reductions in their operations due to travel restrictions as well as the extended shutdown of various businesses in affected regions. Furthermore, government measures have also led to a precipitous decline in fuel prices in response to concerns about demand for fuel.

The pandemic and associated impacts on economic activity had an adverse effect on our operating results for the three and nine months ended September 30, 2020, specifically, the Partnership has seen a decline in demand and related sales volume as large sectors of the global economy have been adversely impacted by the crisis. In response to these developments, we took swift action to ensure the safety of employees and other stakeholders, and initiated a number of initiatives relating to cost reduction, liquidity and operating efficiencies.

At this time, we are unable to predict with specificity the ultimate impact of the crisis, as it will depend on the magnitude, severity and duration of the pandemic, as well as how quickly, and to what extent, normal economic and operating conditions resume on a sustainable basis globally. We continue to work with our customers, employees, suppliers and communities to address the impacts of COVID-19. In addition, we continue to assess possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences.

How Management Evaluates Our Results of Operations
Our management uses a variety of financial and operational measurements to analyze our performance. These measurements include: (1) adjusted EBITDA and adjusted gross margin, (2) operating expenses, (3) selling, general and administrative (or SG&A) expenses and (4) heating degree days.
EBITDA, adjusted EBITDA and adjusted gross margin used in this Quarterly Report are non-GAAP financial measures.
EBITDA and Adjusted EBITDA
Management believes that adjusted EBITDA is an aid in assessing repeatable operating performance that is not distorted by non-recurring items or market volatility and the ability of our assets to generate sufficient revenue, that when rendered to cash, will be available to pay interest on our indebtedness and make distributions to our unitholders.
We define EBITDA as net income before interest, income taxes, depreciation and amortization. We define adjusted EBITDA as EBITDA adjusted for the change in unrealized hedging gains (losses) with respect to refined products and natural gas inventory, and natural gas transportation contracts, adjusted for changes in the fair value of contingent consideration, adjusted for the impact of acquisition related expenses, and adjusted for the impact of biofuel excise tax credits resulting from retroactive tax legislation changes that occurred in 2018.
EBITDA and adjusted EBITDA are used as supplemental financial measures by external users of our financial statements, such as investors, trade suppliers, research analysts and commercial banks to assess:
 
The financial performance of our assets, operations and return on capital without regard to financing methods, capital structure or historical cost basis;

The ability of our assets to generate sufficient revenue, that when rendered to cash, will be available to pay interest on our indebtedness and make distributions to our equity holders;

Repeatable operating performance that is not distorted by non-recurring items or market volatility; and

The viability of acquisitions and capital expenditure projects.
23

Table of Contents

EBITDA and adjusted EBITDA are not prepared in accordance with GAAP and should not be considered alternatives to net income or operating income, or any other measure of financial performance presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude some, but not all, items that affect net income and operating income.
The GAAP measure most directly comparable to EBITDA and adjusted EBITDA is net income. EBITDA and adjusted EBITDA should not be considered as alternatives to net income or cash provided by (used in) operating activities, or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and adjusted EBITDA are not presentations made in accordance with GAAP and have important limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Because EBITDA and adjusted EBITDA exclude some, but not all, items that affect net income and are defined differently by different companies, our definitions of EBITDA and adjusted EBITDA may not be comparable to similarly titled measures of other companies.
We recognize that the usefulness of EBITDA and adjusted EBITDA as evaluative tools may have certain limitations, including:
 
EBITDA and adjusted EBITDA do not include interest expense. Because we have borrowed money in order to finance our operations, interest expense is a necessary element of our costs and impacts our ability to generate profits and cash flows. Therefore, any measure that excludes interest expense may have material limitations;
EBITDA and adjusted EBITDA do not include depreciation and amortization expense. Because capital assets, depreciation and amortization expense is a necessary element of our costs and ability to generate profits, any measure that excludes depreciation and amortization expense may have material limitations;
EBITDA and adjusted EBITDA do not include provision for income taxes. Because the payment of income taxes is a necessary element of our costs, any measure that excludes income tax expense may have material limitations;
EBITDA and adjusted EBITDA do not reflect capital expenditures or future requirements for capital expenditures or contractual commitments;
EBITDA and adjusted EBITDA do not reflect changes in, or cash requirements for, working capital needs; and
EBITDA and adjusted EBITDA do not allow us to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss.
Adjusted Gross Margin
Management purchases, stores and sells energy commodities that experience market value fluctuations. To manage the Partnership’s underlying performance, including its physical and derivative positions, management utilizes adjusted gross margin. In determining adjusted gross margin, management adjusts its segment results for the impact of unrealized gains and losses with regard to refined products and natural gas inventory, and natural gas transportation contracts, which are not marked to market for the purpose of recording unrealized gains or losses in net income. Adjusted gross margin is also used by external users of our consolidated financial statements to assess our economic results of operations and our commodity market value reporting to lenders.
We define adjusted gross margin as net sales less cost of products sold (exclusive of depreciation and amortization) adjusted for the impact of unrealized gains and losses with regard to refined products and natural gas inventory, and natural gas transportation contracts, which are not marked to market for the purpose of recording unrealized gains or losses in net income. Adjusted gross margin has no impact on reported volumes or net sales.
Adjusted gross margin is used as a supplemental financial measure by management to describe our operations and economic performance to investors, trade suppliers, research analysts and commercial banks to assess:
 
The economic results of our operations;

The market value of our inventory and natural gas transportation contracts for financial reporting to our lenders, as well as for borrowing base purposes; and

Repeatable operating performance that is not distorted by non-recurring items or market volatility.
Adjusted gross margin is not prepared in accordance with GAAP and should not be considered as an alternative to net income or operating income or any other measure of financial performance presented in accordance with GAAP.

24

Table of Contents

We define adjusted unit gross margin as adjusted gross margin divided by units sold, as expressed in gallons for refined products and in MMBtus for natural gas.
For a reconciliation of adjusted gross margin and adjusted EBITDA to the GAAP measures most directly comparable, see the reconciliation tables included in "Results of Operations." See Note 8 - Segment Reporting to our Condensed Consolidated Financial Statements for a presentation of our financial results by reportable segment.
Management evaluates our segment performance based on adjusted gross margin. Based on the way we manage our business, it is not reasonably possible for us to allocate the components of operating expenses, selling, general and administrative expenses and depreciation and amortization among the operating segments.
Operating Expenses
Operating expenses are costs associated with the operation of the terminals and truck fleet used in our business. Employee wages, pension and 401(k) plan expenses, boiler fuel, repairs and maintenance, utilities, insurance, property taxes, services and lease payments comprise the most significant portions of our operating expenses. Employee wages and related employee expenses included in our operating expenses are incurred on our behalf by our General Partner and reimbursed by us. These expenses remain relatively stable independent of the volumes through our system but can fluctuate depending on the activities performed during a specific period.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") include employee salaries and benefits, discretionary bonus, marketing costs, corporate overhead, professional fees, information technology and office space expenses. Employee wages, related employee expenses and certain rental costs included in our SG&A expenses are incurred on our behalf by our General Partner and reimbursed by us.
Heating Degree Days
A “degree day” is an industry measurement of temperature designed to evaluate energy demand and consumption. Degree days are based on how much 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 over the course of a year and can be compared to a monthly or a long-term average ("normal") to see if a month or a year was warmer or cooler than usual. Degree days are officially observed by the National Weather Service and archived by the National Climate Data Center. In order to incorporate more recent average information and to better reflect the geographic locations of our customer base, we report degree day information for Boston and New York City (weighted equally) with a historical average for the same geographic locations over the previous ten-year period.
Hedging Activities
We hedge our inventory within the guidelines set in our risk management policies. In a rising commodity price environment, the market value of our inventory will generally be higher than the cost of our inventory. For GAAP purposes, we are required to value our inventory at the lower of cost or net realizable value. The hedges on this inventory will lose value as the value of the underlying commodity rises, creating hedging losses. Because we do not utilize hedge accounting, GAAP requires us to record those hedging losses in our income statements. In contrast, in a declining commodity price market we generally incur hedging gains. GAAP requires us to record those hedging gains in our income statements.
The refined products inventory market valuation is calculated using daily independent bulk market price assessments from major pricing services (either Platts or Argus). These third-party price assessments are primarily based in large, liquid trading hubs including but not limited to, New York Harbor (NYH) or US Gulf Coast (USGC), with our inventory values determined after adjusting these prices to the various inventory locations by adding expected cost differentials (primarily freight) compared to one of these supply sources. Our natural gas inventory is limited, with the valuation updated monthly based on the volume and prices at the corresponding inventory locations. The prices are based on the most applicable monthly Inside FERC, or IFERC, assessments published by Platts near the beginning of the following month.
Similarly, we can hedge our natural gas transportation assets (i.e., pipeline capacity) within the guidelines set in our risk management policy. Although we do not own any natural gas pipelines, we secure the use of pipeline capacity to support our natural gas requirements by either leasing capacity over a pipeline for a defined time period or by being assigned capacity from a local distribution company for supplying our customers. As the spread between the price of gas between the origin and delivery point widens (assuming the value exceeds the fixed charge of the transportation), the market value of the natural gas
25

Table of Contents

transportation contracts assets will typically increase. If the market value of the transportation asset exceeds costs, we may seek to hedge or “lock in” the value of the transportation asset for future periods using available financial instruments. For GAAP purposes, the increase in value of the natural gas transportation assets is not recorded as income in the income statements until the transportation is utilized in the future (i.e., when natural gas is delivered to our customer). If the value of the natural gas transportation assets increase, the hedges on the natural gas transportation assets lose value, creating hedging losses in our income statements. The natural gas transportation assets market value is calculated daily based on the volume and prices at the corresponding pipeline locations. The daily prices are based on trader assessed quotes which represent observable transactions in the market place, with the end-month valuations primarily based on Platts prices where available or adding a location differential to the price assessment of a more liquid location.
As described above, pursuant to GAAP, we value our commodity derivative hedges at the end of each reporting period based on current commodity prices and record hedging gains or losses, as appropriate. Also as described above, and pursuant to GAAP, our refined products and natural gas inventory and natural gas transportation contract rights, to which the commodity derivative hedges relate, are not marked to market for the purpose of recording gains or losses. In measuring our operating performance, we rely on our GAAP financial results, but we also find it useful to adjust those numbers to reflect the unrealized gains and losses with regard to refined products and natural gas inventory, and natural gas transportation contracts. By making such adjustments, as reflected in adjusted gross margin and adjusted EBITDA, we believe that we are able to align more closely hedging gains and losses to the period in which the revenue from the sale of inventory and income from transportation contracts relating to those hedges is realized.
Trends and Factors that Impact our Business
In addition to the other information set forth in this report, please refer to our 2019 Annual Report for a discussion of the trends and factors that impact our business.
26

Table of Contents

Results of Operations
Our current and future results of operations may not be comparable to our historical results of operations. Our results of operations may be impacted by, among other things, swings in commodity prices, primarily in refined products and natural gas, and acquisitions or dispositions. We use economic hedges to minimize the impact of changing prices on refined products and natural gas inventory. As a result, commodity price increases at the end of a period can create lower gross margins as the economic hedges, or derivatives, for such inventory may lose value, whereas an increase in the value of such inventory is disregarded for GAAP financial reporting purposes and recorded at the lower of cost or net realizable value. Please read “How Management Evaluates Our Results of Operations.”
The following tables set forth information regarding our results of operations for the periods presented:
 Three Months Ended September 30,Increase/(Decrease)
 20202019$%
 (in thousands)
Net sales$390,458 $582,590 $(192,132)(33)%
Cost of products sold (exclusive of depreciation and amortization)324,681 534,420 (209,739)(39)%
Operating expenses18,504 20,461 (1,957)(10)%
Selling, general and administrative18,045 17,570 475 %
Depreciation and amortization8,470 8,466 — %
Total operating costs and expenses369,700 580,917 (211,217)(36)%
Operating income20,758 1,673 19,085 1,141 %
Interest income34 121 (87)(72)%
Interest expense(9,552)(9,918)279 (3)%
Income (loss) before income taxes11,240 (8,124)19,364 238 %
Income tax provision(1,567)(1,610)43 (3)%
Net income (loss)$9,673 $(9,734)$19,407 199 %
 Nine Months Ended September 30,Increase/(Decrease)
 20202019$%
 (in thousands)
Net sales$1,708,551 $2,502,916 $(794,365)(32)%
Cost of products sold (exclusive of depreciation and amortization)1,499,934 2,302,192 (802,258)(35)%
Operating expenses57,787 65,325 (7,538)(12)%
Selling, general and administrative57,002 56,309 693 %
Depreciation and amortization25,585 25,263 322 %
Total operating costs and expenses1,640,308 2,449,089 (808,781)(33)%
Operating income68,243 53,827 14,416 27 %
Other income64 128 (64)(50)%
Interest income282 447 (165)(37)%
Interest expense(31,626)(31,915)289 (1)%
Income before income taxes36,963 22,487 14,476 64 %
Income tax provision(5,680)(3,078)(2,602)85 %
Net income$31,283 $19,409 $11,874 61 %


27

Table of Contents

Reconciliation to Adjusted Gross Margin, EBITDA and Adjusted EBITDA
The following table sets forth a reconciliation of our consolidated operating income to our total adjusted gross margin, a non-GAAP measure, for the periods presented and a reconciliation of our consolidated net income to EBITDA and Adjusted EBITDA, non-GAAP measures, for the periods presented. See above “Management’s Discussion and Analysis of Financial Condition and Results of Operations - How Management Evaluates Our Results of Operations - EBITDA and Adjusted EBITDA” of this report. The table below also presents information on weather conditions for the periods presented.
Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
(in thousands)
Reconciliation of Operating Income to Adjusted Gross Margin:
Operating income$20,758 $1,673 $68,243 $53,827 
Operating costs and expenses not allocated to operating segments:
Operating expenses18,504 20,461 57,787 65,325 
Selling, general and administrative18,045 17,570 57,002 56,309 
Depreciation and amortization8,470 8,466 25,585 25,263 
Add/(deduct):
Change in unrealized (loss) gain on inventory (1)(17,680)(3,428)1,097 1,169 
Change in unrealized value on natural gas transportation contracts (2)8,498 7,005 (4,824)(6,429)
Total adjusted gross margin (3):$56,595 $51,747 $204,890 $195,464 
Adjusted Gross Margin by Segment:
Refined products$40,449 $33,400 $129,099 $105,783 
Natural gas588 3,681 28,130 40,649 
Materials handling13,811 13,101 42,287 43,886 
Other operations1,747 1,565 5,374 5,146 
Total adjusted gross margin$56,595 $51,747 $204,890 $195,464 
Reconciliation of Net Income to Adjusted EBITDA
Net income (loss)$9,673 $(9,734)$31,283 $19,409 
Add/(deduct):
Interest expense, net9,518 9,797 31,344 31,468 
Tax provision1,567 1,610 5,680 3,078 
Depreciation and amortization8,470 8,466 25,585 25,263 
EBITDA (3):$29,228 $10,139 $93,892 $79,218 
Add/(deduct):
Change in unrealized (loss) gain on inventory (1)(17,680)(3,428)1,097 1,169 
Change in unrealized value on natural gas transportation contracts (2)8,498 7,005 (4,824)(6,429)
     Acquisition related expenses (4)— 11 21 
Other adjustments (5)162 176 484 521 
Adjusted EBITDA $20,208 $13,903 $90,650 $74,500 
Other Data:
Ten Year Average Heating Degree Days (6)34 40 3,248 3,279 
Heating Degree Days (6)54 18 3,004 3,177 
Variance from average heating degree days59 %(55)%(8)%(3)%
Variance from prior period heating degree days200 %(31)%(5)%(3)%
28

Table of Contents

(1)Inventory is valued at the lower of cost or net realizable value. The adjustment related to change in unrealized gain on inventory which is not included in net income, represents the estimated difference between inventory valued at the lower of cost or net realizable value as compared to market values. The fair value of the derivatives we use to economically hedge our inventory declines or appreciates in value as the value of the underlying inventory appreciates or declines, which creates unrealized hedging losses (gains) with respect to the derivatives that are included in net income.
(2)Represents our estimate of the change in fair value of the natural gas transportation contracts which are not recorded in net income until the transportation is utilized in the future (i.e., when natural gas is delivered to the customer), as these contracts are executory contracts that do not qualify as derivatives. As the fair value of the natural gas transportation contracts decline or appreciate, the offsetting physical or financial derivative will also appreciate or decline creating unmatched unrealized hedging losses (gains) in net income.
(3)For a discussion of the non-GAAP financial measures EBITDA, adjusted EBITDA and adjusted gross margin, see “How Management Evaluates Our Results of Operations.”
(4)We incur expenses in connection with acquisitions and given the nature, variability of amounts, and the fact that these expenses would not have otherwise been incurred as part of our continuing operations, adjusted EBITDA excludes the impact of acquisition related expenses. 
(5)Represents the change in the fair value of contingent consideration related to the 2017 Coen Energy acquisition and other expense.
(6)For purposes of evaluating our results of operations, we use heating degree day amounts as reported by the NOAA Regional Climate Center. In order to incorporate recent average information and to reflect the geographic locations of our customer base, we report degree day information for Boston and New York City (weighted equally) with a historical average for the same geographic locations over the previous ten-year period.
















29

Table of Contents

Analysis of Operating Segments

Three Months Ended September 30, 2020 compared to Three Months Ended September 30, 2019
 Three Months Ended September 30,Increase/(Decrease)
 20202019$%
 (in thousands, except adjusted unit gross margin)
Volumes:
Refined products (gallons)245,460 261,379 (15,919)(6)%
Natural gas (MMBtus)10,381 12,202 (1,821)(15)%
Materials handling (short tons)449 584 (135)(23)%
Materials handling (gallons)108,020 117,897 (9,877)(8)%
Net Sales:
Refined products$331,536 $515,021 $(183,485)(36)%
Natural gas40,592 48,987 (8,395)(17)%
Materials handling13,880 13,119 761 %
Other operations4,450 5,463 (1,013)(19)%
Total net sales$390,458 $582,590 $(192,132)(33)%
Adjusted Gross Margin:
Refined products$40,449 $33,400 $7,049 21 %
Natural gas588 3,681 (3,093)(84)%
Materials handling13,811 13,101 710 %
Other operations1,747 1,565 182 12 %
Total adjusted gross margin$56,595 $51,747 $4,848 %
Adjusted Unit Gross Margin:
Refined products$0.165 $0.128 $0.037 29 %
Natural gas$0.057 $0.302 $(0.245)(81)%

Refined Products
Refined products net sales decreased $183.5 million, or 36%, compared to the same period last year, due primarily to a 31% decline in average sales price, with a reduction in volumes also a factor. Oil prices remained markedly weaker than last year, reflecting the demand pressure due to the impact of the COVID-19 pandemic, as well as the general surplus supply / inventory environment. The 6%, decline in volume was due to declines in volume for both distillates and heavy oil, with the lower distillate demand largely a result of reduced diesel requirements to support on-road transportation and marine bunkering in the pandemic environment. The decrease in heavy oil volume due to both reduced requirements for marine bunkering and industrial applications. Gasoline volumes were higher, partially offsetting the lower demand for the other product groups.

Refined products adjusted gross margin increased $7.0 million, or 21%, compared to the same period last year. This gain was primarily a result of a substantially improved market structure to purchase and store oil supply products. Other adjusted gross margin results in the U.S. changed only modestly, as reductions on discretionary sales largely offset the gains in contractual volumes. Results were lower in the Canadian operations due to a combination of a decrease in marine bunkering requirements and less supply optimization / hedging gains. Overall, the unit margins were 29% higher than last year, reflecting the substantial increase in adjusted gross margin.
Natural Gas
Natural gas net sales decreased $8.4 million, or 17%, compared to the same period last year due mostly to a 15% reduction in volume. The reduced volume was primarily a result of the economic slowdown associated with the COVID-19 pandemic. The 3% lower average sales price reflects the ongoing weakness in natural gas prices.

Natural gas adjusted gross margin decreased $3.1 million, or 84%, compared to the same period last year, with an 81% reduction in average adjusted unit gross margin the key factor. The decline in adjusted unit gross margins reflects various market dynamics, in particular the continuing impact of the COVID-19 economic slowdown leading to near-term competitive pressures and limited supply optimization opportunities. Other factors that affected the adjusted gross margin decline included the 15% reduction in volume, unrealized valuation adjustments on forward hedge positions, and a higher proportion of shorter-term deals for larger customers in the uncertain market environment.

30

Table of Contents

Materials Handling
Materials handling net sales and adjusted gross margin were $13.9 million and $13.8 million, respectively, or approximately 6% and 5% higher, respectively, than the same period last year. The increase was driven by gains at Kildair, due to higher tank rental income for refined products. Contributing to this improvement at Kildair was additional 2020 storage deals agreed to in May and June when the refined products market was in strong contango, in conjunction with the COVID-19 driven demand decline and the tight storage capacity environment. At Sprague’s U.S. operations, adjusted gross margin increased modestly, with additional revenue from windmill component handling largely offset by decreased clay handling revenue for coated paper due to COVID-19 related weakness.
Other Operations
Net sales from other operations decreased $1.0 million, or 19%, due to a combination of lower coal volumes and prices compared to the same period last year. Adjusted gross margin was $0.2 million higher than last year, due to improved coal adjusted unit gross margins and to a lesser extent higher boiler service requirements and additional 3rd-party trucking margin at our Canadian operations.
Nine Months Ended September 30, 2020 compared to Nine Months Ended September 30, 2019
 Nine Months Ended September 30,Increase/(Decrease)
 20202019$%
 (in thousands, except adjusted unit gross margin)
Volumes:
Refined products (gallons)990,273 1,090,433 (100,160)(9)%
Natural gas (MMBtus)39,850 44,935 (5,085)(11)%
Materials handling (short tons)1,726 2,029 (303)(15)%
Materials handling (gallons)335,339 368,807 (33,468)(9)%
Net Sales:
Refined products$1,466,367 $2,219,457 $(753,090)(34)%
Natural gas184,358 221,262 (36,904)(17)%
Materials handling42,411 43,913 (1,502)(3)%
Other operations15,415 18,284 (2,869)(16)%
Total net sales$1,708,551 $2,502,916 $(794,365)(32)%
Adjusted Gross Margin:
Refined products$129,099 $105,783 $23,316 22 %
Natural gas28,130 40,649 (12,519)(31)%
Materials handling42,287 43,886 (1,599)(4)%
Other operations5,374 5,146 228 %
Total adjusted gross margin$204,890 $195,464 $9,426 %
Adjusted Unit Gross Margin:
Refined products$0.130 $0.097 $0.033 34 %
Natural gas$0.706 $0.905 $(0.199)(22)%

Refined Products
Refined products net sales decreased $753.1 million, or 34%, compared to the same period last year, due principally to lower prices, with a 9% reduction in volumes also a contributor. The 27% reduction in average sales price reflects the substantially lower market price environment during the nine months ended September 30, 2020 compared to the same period last year, with the key factors being surplus supply driven by the key global producers and lower demand driven by the pandemic. The decline in volume was primarily due to a reduction in distillates, with a decrease in heavy oil also a contributor. The lower distillate volumes were due primarily to a combination of less supportive winter weather affecting heating oil demand and a reduction in diesel fuel requirements driven by the COVID-19 slowdown. The reduction in heavy oil volumes was a combination of lower demand with the milder winter weather limiting the number of natural gas interruptions and the pandemic-driven economic slowdown affecting industrial and marine bunker requirements. Gasoline volumes increased, with sales to new customers more than offsetting weaker overall market demand.
31

Table of Contents

Refined products adjusted gross margin increased $23.3 million, or 22%, compared to the same period last year due to a 34% higher average adjusted unit gross margin. The gain in adjusted unit gross margin occurred primarily because of the improved market structure to purchase, store and hedge oil inventory that ensued in the spring in conjunction with the surplus supply and weakened demand environment. This market environment led to significant mark-to-market gains on inventory and hedge activity (non-GAAP measures). Another significant factor in the improved results was improved adjusted unit gross margins on sales in our Canadian operations.
Natural Gas
Natural gas net sales decreased $36.9 million, or 17%, compared to the same period last year, with both reduced volumes and the lower natural gas price environment contributing to the decline. The 11% lower volumes are due primarily to a combination of the mild winter weather and the subsequent economic slowdown following the onset of the COVID-19 pandemic.

Natural gas adjusted gross margin decreased by $12.5 million, or 31%, compared to the same period last year, with the 22% lower average adjusted unit gross margin the key factor. The decrease in adjusted unit gross margins reflects a reduction compared to the results achieved with the higher cash prices and margin opportunities in the winter period last year. In addition, the weaker near-term unit gross margin environment this year following the pandemic-induced slowdown increased competitive intensity, exacerbated the limited supply optimization opportunities and led to unrealized valuation losses on forward hedge positions. The 11% reduction in volumes also contributed to the adjusted gross margin decrease.
Materials Handling
Materials handling net sales and adjusted gross margin decreased $1.5 million and $1.6 million, or 3% and 4%, respectively, compared to the same period last year. This decline was a result of the reduction in our Canadian operations due to the expiration of the crude handling contract at the end of May 2019. The lack of crude handling revenue was partially offset by gains from various refined products tank rental agreements. At Sprague’s U.S. operations, adjusted gross margin increased by $0.3 million, with higher revenue from windmill component handling the primary factor. This increase along with some other lesser gains, was substantially offset by the exit from newsprint handling, fewer clay handling requirements for paper production, and a reduction in heating revenue in the lower commodity price environment.
Other Operations
Net sales from other operations decreased by $2.9 million, or 16%, due primarily to reduced coal volumes compared to the same period last year. Adjusted gross margin was $0.2 million, or 4% higher than last year, with higher coal adjusted gross unit margins more than offsetting a reduction in the 3rd-party trucking requirements at our Canadian operations.

Operating Costs and Expenses
Three Months Ended September 30, 2020 compared to Three Months Ended September 30, 2019
 Three Months Ended September 30,Increase/(Decrease)
 20202019$%
 (in thousands)
Operating expenses$18,504 $20,461 $(1,957)(10)%
Selling, general and administrative$18,045 $17,570 $475 3%
Depreciation and amortization$8,470 $8,466 $0%
Interest expense, net$9,518 $9,797 $(279)(3)%
Operating Expenses. Operating expenses decreased $2.0 million, or 10%, compared to the same period last year, primarily reflecting a decrease of $1.5 million of employee-related expenses as well as a $0.6 million decrease in repairs and maintenance expense.
Selling, General and Administrative Expenses. SG&A expenses increased $0.5 million, or 3%, compared to the same period last year driven by an increase of $1.1 million in incentive compensation expense and a $0.3 million increase in employee-related costs partially offset by a $0.9 million decrease in travel, marketing and other corporate overhead items related to the impact of COVID-19.
Depreciation and Amortization. Depreciation and amortization was approximately flat as increased depreciation expense offset decreased amortization expense.
Interest Expense, net. Interest expense, net decreased $0.3 million, or 3%, compared to the same period last year primarily due to decreased net borrowing rates.
32

Table of Contents


Nine Months Ended September 30, 2020 compared to Nine Months Ended September 30, 2019
 Nine Months Ended September 30,Increase/(Decrease)
 20202019$%
 (in thousands)
Operating expenses$57,787 $65,325 $(7,538)(12)%
Selling, general and administrative$57,002 $56,309 $693 1%
Depreciation and amortization$25,585 $25,263 $322 1%
Interest expense, net$31,344 $31,468 $(124)0%
Operating Expenses. Operating expenses decreased $7.5 million, or 12%, compared to the same period last year, reflecting $4.3 million of decreased employee-related costs, $1.5 million of decreased repair and maintenance expenses, $1.2 million of decreased utilities and boiler fuel expenses and $1.0 million of decreased Energy Field Services expenses.
Selling, General and Administrative Expenses. SG&A expenses increased $0.7 million or 1%, compared to the same period last year. This increase was driven by $3.2 million in higher incentive compensation and $0.8 million of increased legal and audit expenses partially offset by $1.5 million reduction in employee-related costs attributed to our cost reduction initiatives and a $1.2 million decrease in travel, marketing and other corporate overhead items related to the impact of COVID-19.
Depreciation and Amortization. Depreciation and amortization increased $0.3 million or 1% as increased depreciation expense was partially offset by decreased amortization expense.
Interest Expense, net. Interest expense, net decreased $0.1 million, or 0%, compared to the same period last year as a non-recurring write-off of certain deferred financing fees in the second quarter related to our credit facility refinancing transaction was slightly more than offset by decreased net borrowing rates.

Liquidity and Capital Resources
Liquidity
Our primary liquidity needs are to fund our working capital requirements, operating expenses, capital expenditures and quarterly distributions. Cash generated from operations, our borrowing capacity under our Credit Agreement (as defined below) and potential future issuances of additional partnership interests or debt securities are our primary sources of liquidity. At September 30, 2020, we had working capital of $1.3 million.
As of September 30, 2020, the undrawn borrowing capacity under the working capital facilities of our Credit Agreement was $97.3 million and the undrawn borrowing capacity under the acquisition facility was $44.8 million. We enter our seasonal peak period during the fourth quarter of each year, during which inventory, accounts receivable and debt levels increase. As we move out of the winter season at the end of the first quarter of the following year, typically inventory is reduced, accounts receivable are collected and converted into cash and debt is paid down. During the nine months ended September 30, 2020, the amount drawn under the working capital facilities of our Credit Agreement fluctuated from a low of $205.8 million to a high of $452.9 million.
We believe that we have sufficient liquid assets, cash flow from operations and borrowing capacity under our Credit Agreement 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 flow would likely have an adverse effect on our ability to meet our financial commitments and debt service obligations.
Credit Agreement
On May 19, 2020, Sprague Operating Resources LLC (the “U.S. Borrower”) and Kildair Service ULC (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), wholly owned subsidiaries of the Partnership, entered into a second amended and restated credit agreement (the “Credit Agreement”), which replaced the amended and restated credit agreement, dated December 9, 2014. Upon the effective date, the Credit Agreement was accounted for as a modification of a syndicated loan arrangement with partial extinguishment to the extent of the decrease in the borrowing capacity. The Credit Agreement matures on May 19, 2022. The Partnership and certain of its subsidiaries (the “Subsidiary Guarantors”) are guarantors of the obligations under the Credit Agreement. Obligations under the Credit Agreement are secured by substantially all of the assets of the Partnership, the Borrowers and the Subsidiary Guarantors (collectively, the “Loan Parties”).
33

Table of Contents

As of September 30, 2020, the revolving credit facilities under the Credit Agreement contained, among other items, the following:

A committed U.S. dollar revolving working capital facility of up to $465.0 million, subject to borrowing base limits, to be used for working capital loans and letters of credit;
An uncommitted U.S. dollar revolving working capital facility of up to $200.0 million, subject to borrowing base limits and the sole discretion of the lenders, to be used for working capital loans and letters of credit;
A multicurrency revolving working capital facility of up to $85.0 million, subject to borrowing base limits, to be used for working capital loans and letters of credit;
A revolving acquisition facility of up to $430.0 million, subject to borrowing base limits, to be used for loans and letters of credit to fund capital expenditures and acquisitions and other general corporate purposes; and
Subject to certain conditions including the receipt of additional commitments from lenders, the ability to increase the U.S. dollar revolving working capital facility to up to $1.2 billion and the multicurrency revolving working capital facility to up to $320.0 million, subject to a maximum combined increase in commitments for both facilities of $470.0 million in the aggregate. Additionally, subject to certain conditions, the revolving acquisition facility may be increased to up to $750.0 million.
Indebtedness under the Credit Agreement bears interest, at the Borrowers' option, at a rate per annum equal to either (i) the Eurocurrency Rate (which is the LIBOR Rate for loans denominated in U.S. dollars and CDOR for loans denominated in Canadian dollars, in each case adjusted for certain regulatory costs, and in each case with a floor of 0.50%) for interest periods of one, two, three or six months plus a specified margin or (ii) an alternate rate plus a specified margin.
For loans denominated in U.S. dollars, the alternate rate is the Base Rate which is the highest of (a) the U.S. Prime Rate as in effect from time to time, (b) the greater of the Federal Funds Effective Rate and the Overnight Bank Funding Rate as in effect from time to time plus 0.50% and (c) the one-month Eurocurrency Rate for U.S. dollars as in effect from time to time plus 1.00%.
For loans denominated in Canadian dollars, the alternate rate is the Prime Rate which is the higher of (a) the Canadian Prime Rate as in effect from time to time and (b) the one-month Eurocurrency Rate for U.S. dollars as in effect from time to time plus 1.00%.
The specified margins for the working capital revolving facilities vary based on the utilization of the working capital facilities as a whole, measured on a quarterly basis. On or prior to November 19, 2020, the specified margin for (x) the committed U.S. dollar revolving working capital facility will range from 1.25% to 1.75% for loans bearing interest at the Base Rate and from 2.25% to 2.75% for loans bearing interest at the Eurocurrency Rate, (y) the uncommitted U.S. dollar revolving working capital facility will range from 1.00% to 1.50% for loans bearing interest at the Base Rate and 2.00% to 2.50% for loans bearing interest at the Eurocurrency Rate and (z) the multicurrency revolving working capital facility will range from 1.25% to 1.75% for loans bearing interest at the Base Rate and 2.25% to 2.75% for loans bearing interest at the Eurocurrency Rate. After November 19, 2020, the specified margin for (x) the committed U.S. dollar revolving working capital facility will range from 0.75% to 1.25% for loans bearing interest at the Base Rate and from 1.75% to 2.25% for loans bearing interest at the Eurocurrency Rate, (y) the uncommitted U.S. dollar revolving working capital facility will range from 0.50% to 1.00% for loans bearing interest at the Base Rate and 1.50% to 2.00% for loans bearing interest at the Eurocurrency Rate and (z) the multicurrency revolving working capital facility will range from 0.75% to 1.25% for loans bearing interest at the Base Rate and 1.75% to 2.25% for loans bearing interest at the Eurocurrency Rate.
The specified margin for the revolving acquisition facility varies based on the consolidated total leverage of the Loan Parties. The specified margin for the revolving acquisition facility will range from 1.25% to 2.25% for loans bearing interest at the Base Rate and from 2.25% to 3.25% for loans bearing interest at the Eurocurrency Rate.
In addition, the Borrowers will incur a commitment fee on the unused portion of (x) the committed U.S. dollar revolving working capital facility and multicurrency revolving working capital facility ranging from 0.375% to 0.500% per annum and (y) the revolving acquisition facility at a rate ranging from 0.35% to 0.50% per annum. Overdue amounts bear interest at the applicable rates described above plus an additional margin of 2%.
34

Table of Contents

The Credit Agreement contains various covenants and restrictive provisions that, among other things, prohibit the Partnership from making distributions to unitholders if any event of default occurs or would result from the distribution or if the Loan Parties would not be in pro forma compliance with the financial covenants after giving effect to the distribution. In addition, the Credit Agreement contains various covenants that are usual and customary for a financing of this type, size and purpose, including, but not limited to, covenants that require the Loan Parties to maintain: a minimum consolidated EBITDA-to-fixed charge ratio, a minimum consolidated net working capital amount and a maximum consolidated total leverage-to-EBITDA ratio. The Credit Agreement also limits the Loan Parties ability to incur debt, grant liens, make certain investments or acquisitions, enter into affiliate transactions and dispose of assets. The Partnership was in compliance with the covenants under the Credit Agreement at September 30, 2020.
The Credit Agreement also contains events of default that are usual and customary for a financing of this type, size and purpose including, among others, non-payment of principal, interest or fees, violation of certain covenants, material inaccuracy of representations and warranties, bankruptcy and insolvency events, cross-payment default and cross-acceleration, material judgments and events constituting a change of control. If an event of default exists under the Credit Agreement, the lenders will be able to terminate the lending commitments, accelerate the maturity of the Credit Agreement and exercise other rights and remedies with respect to the collateral.

Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Capital Expenditures
Our terminals require investments to maintain, expand, upgrade or enhance existing assets and to comply with environmental and operational regulations. Our capital requirements primarily consist of maintenance capital expenditures and expansion capital expenditures. We define maintenance capital expenditures as capital expenditures made to replace assets, or to maintain the long-term operating capacity of our assets or operating income. Examples of maintenance capital expenditures are expenditures required to maintain equipment reliability, terminal integrity and safety and to address environmental laws and regulations. Costs for repairs and minor renewals to maintain facilities in operating condition and that do not extend the useful life of existing assets will be treated as maintenance expenses as we incur them. We define expansion capital expenditures as capital expenditures made to increase the long-term operating capacity of our assets or our operating income whether through construction or acquisition of additional assets. Examples of expansion capital expenditures include the acquisition of equipment and the development or acquisition of additional storage capacity, to the extent such capital expenditures are expected to expand our operating capacity or our operating income.
The following table summarizes expansion and maintenance capital expenditures for the periods indicated. This information excludes property, plant and equipment acquired in business combinations:
Capital Expenditures
ExpansionMaintenanceTotal
 (in thousands)
Nine Months Ended September 30,
2020$3,105 $4,684 $7,789 
2019$4,425 $5,973 $10,398 

We anticipate that future maintenance capital expenditures will be funded with cash generated by operations and that future expansion capital requirements will be provided through long-term borrowings or other debt financings and/or equity offerings.
Cash Flows
 Nine Months Ended September 30,
 20202019
 (in thousands)
Net cash provided by operating activities$223,944 $130,694 
Net cash used in investing activities$(7,368)$(10,162)
Net cash used in financing activities$(210,502)$(121,128)
35

Table of Contents

Operating Activities
Net cash provided by operating activities for the nine months ended September 30, 2020 was $223.9 million. Cash inflows for the period were the result of a decrease of $68.4 million in inventories largely due to reductions in the cost of inventory purchases, a decrease of $168.5 million in accounts receivable driven by combination of lower sales prices and volumes, net income of $31.3 million, and a decrease of $52.7 million in other assets driven by changes in collateral. These inflows were offset by cash outflows as a result of a reduction of $87.0 million in accounts payable and accrued liabilities primarily relating to the timing of invoice payments for product purchases and $40.7 million representing the net impact in our derivative instruments as a result of contract activity and changes in commodity prices during the period.
Net cash provided by operating activities for the nine months ended September 30, 2019 was $130.7 million. Cash inflows for the period were the result of a decrease of $103.5 million in inventories due to a reduction in inventory requirements, a decrease of $110.7 million in accounts receivable due to a seasonal reduction in sales volume, $19.4 million in net income and $36.3 million representing the net impact in our derivative instruments as a result of contract activity and changes in commodity prices during the period. These inflows were offset by cash outflows as a result of a reduction of $147.6 million in accounts payable and accrued liabilities primarily relating to the timing of invoice payments for product purchases.

Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2020 was $7.4 million, and primarily resulted from $3.1 million related to expansion capital expenditures and $4.7 million related to maintenance capital expenditure projects across our terminal system.
Net cash used in investing activities for the nine months ended September 30, 2019 was $10.2 million, and primarily resulted from $4.4 million related to expansion capital expenditures and $6.0 million related to maintenance capital expenditure projects across our terminal system.

Financing Activities
Net cash used in financing activities for the nine months ended September 30, 2020 was $210.5 million, and primarily resulted from $150.1 million of payments under our Credit Agreement due to reduced financing requirements from accounts receivable levels, the reduction of inventory levels and distributions of $49.9 million.
Net cash used in financing activities for the nine months ended September 30, 2019 was $121.1 million, and primarily resulted from $66.0 million of payments under our Credit Agreement due to reduced financing requirements from accounts receivable levels, the reduction of inventory levels and distributions of $51.7 million.
Impact of Inflation
Inflation in the United States and Canada has been relatively low in recent years and did not have a material impact on our results of operations for the nine months ended September 30, 2020 and 2019.
Critical Accounting Policies and Estimates
Part I, Item, 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions or conditions.
These estimates are based on our knowledge and understanding of current conditions and actions that we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial condition and results of operations and are recorded in the period in which they become known. We have identified the following estimates that, in our opinion, are subjective in nature, require the exercise of judgment and involve complex analysis: the fair value of derivative assets and liabilities, goodwill impairment assessment, and revenue recognition and cost of products sold.
The significant accounting policies and estimates that have been adopted and followed in the preparation of our Condensed Consolidated Financial Statements are detailed in Note 1 - Description of Business and Summary of Significant Accounting Policies included in our 2019 Annual Report. There have been no changes in these policies and estimates that had a significant impact on the financial condition and results of operations for the periods covered in this Quarterly Report.
36

Table of Contents

Recent Accounting Pronouncements
For information on recent accounting pronouncements impacting our business, see "Recent Accounting Pronouncements" included under Note 1 - Description of Business and Summary of Significant Accounting Policies to our Condensed Consolidated Financial Statements.
37

Table of Contents

Item 3.Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices. The principal market risks to which we are exposed are commodity price risk, interest rate risk and market/credit risk. We utilize various derivative instruments to manage exposure to commodity risk and swaps to manage exposure to interest rate risk.
Commodity Price Risk
We use various financial instruments as we seek to hedge our commodity price risk. We sell our refined products and natural gas primarily in the Northeast. We hedge our refined products positions primarily with a combination of futures contracts that trade on the New York Mercantile Exchange, or NYMEX, and fixed-for-floating price swaps in the form of bilateral contracts that are traded “over-the-counter” or "OTC". Although there are some notable differences between futures and the fixed-for-floating price swaps, both can provide a fixed price while the counterparty receives a price that fluctuates as market prices change.
As indicated in the table below, we primarily use futures contracts to hedge light oil transactions and swaps contracts for hedging residual fuel oils. There are no residual fuel oil futures contracts that actively trade in the United States. Each of the financial instruments trade by month for many months forward, allowing us the ability to hedge future contractual commitments.
 
Product Group  Primary Financial Hedging Instrument
Gasolines  NYMEX RBOB futures contract
Distillates  NYMEX Ultra Low Sulfur Diesel futures contract
Residual Fuel Oils  New York Harbor 1% Sulfur Residual Fuel Oil swaps contract
In addition to the financial instruments listed above, we may periodically use the ethanol futures contract that trades on Chicago Board of Trade, or CBOT, to hedge ethanol that is used for blending into our gasoline. This ethanol contract is based on Chicago delivery. There are also swaps alternatives available in the market to hedge ethanol. In addition, we also use Rotterdam Barge 0.1% Sulfur Gasoil swaps as the primary means to hedge Kildair's marine gas oil positions.
For natural gas, there are no quality differences that need to be considered when hedging. Our primary hedging requirements relate to fixed price and basis (location) exposure. We largely hedge our natural gas fixed price exposure using fixed-for-floating price swaps that trade on the Intercontinental Exchange ("ICE") with the prices based on the Henry Hub location near Erath, Louisiana. The Henry Hub is the most active natural gas trading location in the United States. Although we typically use swaps, there is also an actively traded NYMEX Henry Hub natural gas futures contract that we can use. We primarily use ICE basis swaps as the key financial instrument type to hedge our natural gas basis risk. Similar to the natural gas futures and ICE Henry Hub swaps, basis swaps for major locations trade actively for many months. These swaps are financially settled, typically using prices quoted by Platts. We also directly hedge our price exposure in oil and natural gas by using forward purchases or sales that require physical delivery of the product.
The following table presents total realized and unrealized gains and (losses) on derivative instruments utilized for commodity risk management purposes. Such amounts are included in cost of products sold (exclusive of depreciation and amortization) for the periods presented.
 
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)
 2020201920202019
Refined products contracts$21,841 $6,221 $79,177 $(15,675)
Natural gas contracts(5,853)(2,421)33,492 21,646 
Total$15,988 $3,800 $112,669 $5,971 
Substantially all of our commodity derivative contracts outstanding as of September 30, 2020 will settle prior to March 31, 2022.
38

Table of Contents

Interest Rate Risk
We enter into interest rate swaps to manage exposures in changing interest rates. We swap the variable LIBOR interest rate payable under our Credit Agreement for fixed LIBOR interest rates. These interest rate swaps meet the criteria to receive cash flow hedge accounting treatment. Counterparties to our interest rate swaps are large multi-national banks and we do not believe there is a material risk of counterparty nonperformance. Additionally, we may enter into seasonal swaps which are intended to manage our increase in borrowings during the winter, as a result of higher inventory and accounts receivable levels.
Our interest rate swap agreements outstanding as of September 30, 2020 were as follows (in thousands):
BeginningEndingNotional Amount
January 2020January 2021$300,000 
April 2020April 2021$25,000 
January 2021January 2022$300,000 
April 2021April 2022$25,000 
January 2022January 2023$250,000 
April 2022April 2023$25,000 
January 2023January 2024$225,000 
January 2024January 2025$50,000 
During the two year period ended September 30, 2020 we hedged approximately 46% of our floating rate debt with fixed-for-floating interest rate swaps. We expect to continue to utilize interest rate swaps to manage our exposure to LIBOR interest rates. Based on a sensitivity analysis for the twelve months ended September 30, 2020, we estimate that if short-term interest rates increased or decreased 100 basis points, our interest expense would have increased approximately $3.7 million and decreased approximately $3.4 million, respectively. These amounts were estimated by considering the effect of the hypothetical short-term interest rates on variable-rate debt outstanding, adjusted for interest rate hedges.
Derivative Instruments
The following tables present our derivative assets and derivative liabilities measured at fair value on a recurring basis as of September 30, 2020:
 As of September 30, 2020
Fair Value
Measurement
Active
Markets
Level 1
Observable
Inputs
Level 2
Unobservable
Inputs
Level 3
(in thousands)
Derivative assets:
Commodity fixed forwards$66,038 $— $66,038 $— 
Futures, swaps and options117,488 117,476 12 — 
Commodity derivatives183,526 117,476 66,050 — 
Total derivative assets$183,526 $117,476 $66,050 $— 
Derivative liabilities:
Commodity exchange contracts$$$— $— 
Commodity fixed forwards18,888 — 18,888 — 
Futures, swaps and options108,638 108,621 17 — 
Commodity derivatives127,531 108,626 18,905 — 
Interest rate swaps15,729 — 15,729 — 
Currency swaps13 — 13 — 
Total derivative liabilities$143,273 $108,626 $34,647 $— 
39

Table of Contents

Market and Credit Risk
The risk management activities for our refined products and natural gas segments involve managing exposures to the impact of market fluctuations in the price and transportation costs for commodities through the use of derivative instruments. The prices for energy commodities can be significantly influenced by market liquidity and changes in seasonal demand, weather conditions, transportation availability, and federal and state regulations. We monitor and manage our exposure to market risk on a daily basis in accordance with approved policies.
We maintain a control environment under the direction of our Chief Risk Officer through our risk management policy, processes and procedures, which our senior management has approved. Control measures include volumetric, value at risk, and stop loss limits, as well as contract term limits. Our Chief Risk Officer and Risk Management Committee must approve the use of new instruments or new commodities. Risk limits are monitored and reported daily to senior management. Our risk management department also performs independent verifications of sources of fair values. These controls apply to all of our commodity risk management activities.
We use a value at risk model to monitor commodity price risk within our risk management activities. The value at risk model uses both linear and simulation methodologies based on historical information, with the results representing the potential loss in fair value over one day at a 95% confidence level. Results may vary from time to time as hedging coverage, market pricing levels and volatility change.
We have a number of financial instruments that are potentially at risk including cash and cash equivalents, receivables and derivative contracts. Our primary exposure is credit risk related to our receivables and counterparty performance risk related to the fair value of derivative assets, which is the loss that may result from a customer’s or counterparty’s non-performance. We use credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, employing credit mitigation measures such as analyzing customer financial statements, credit insurance with a third party provider and accepting personal guarantees and forms of collateral. We believe that our counterparties will be able to satisfy their contractual obligations. Credit risk is limited by the large number of customers and counterparties comprising our business and their dispersion across different industries.

Cash is held in demand deposit and other short-term investment accounts placed with federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. We have not experienced any losses on such accounts.
40

Table of Contents

Item 4.Controls and Procedures

Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Partnership's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Partnership's reports under the Exchange Act is accumulated and communicated to the Partnership's management, including the President and Chief Executive Officer and the Chief Financial Officer of our General Partner, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As of September 30, 2020, the Partnership carried out an evaluation, under the supervision and with the participation of management (including the President and Chief Executive Officer and Chief Financial Officer of the General Partner) of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based on this evaluation, the General Partner's President and Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of September 30, 2020.
Changes in Internal Control Over Financial Reporting
There have been no changes in our system of internal control over financial reporting during the three months ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

41

Table of Contents

PART II—OTHER INFORMATION
 
Item 1.Legal Proceedings
From time to time, we are a party to various legal proceedings or claims arising in the ordinary course of business. For information related to legal proceedings, see the discussion under the caption Legal, Environmental and Other Proceedings in Note 10 - Commitments and Contingencies to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report, which information is incorporated by reference into this Part II, Item 1.
Item 1A.Risk Factors
In addition to other information set forth in this report as well as the excerpt below, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” included in our 2019 Annual Report, which could materially affect our business, financial condition or future results.
The novel coronavirus outbreak (COVID-19) could adversely impact our business, financial condition and results of operations.
The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government in March 2020 and has negatively affected the U.S. and global economy, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets.  We have taken measures to protect the health and safety of our employees, work with our customers to minimize potential disruptions and support our community in addressing the challenges posed by this global pandemic. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, all of which are uncertain and cannot be predicted. However, we do anticipate a decline in volumes of natural gas and petroleum products sold in the next several months until the pandemic response moves through Phase I, II and Phase III along with a corresponding reduction in revenue, gross margin and EBITDA.  We continue to work with our customers, employees, suppliers and communities to address the impacts of COVID-19. We continue to assess possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.Defaults Upon Senior Securities
None.
Item 4.Mine Safety Disclosures
Not applicable.
Item 5.Other Information
None.

42

Table of Contents

Item 6.      Exhibits
The exhibits listed in the accompanying Exhibits Index are filed or incorporated by reference as part of this Form 10-Q.
EXHIBIT INDEX
Exhibit
No.
 Description
2.1***
3.1
3.2
3.3
3.4
3.5 
3.6 
3.7
31.1* 
31.2* 
32.1** 
32.2** 
101.INS* Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation
101.DEFInline XBRL Taxonomy Extension Definition
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*Inline XBRL Taxonomy Extension Presentation
104*Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)
43

Table of Contents

*Filed herewith.
**Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K.
***Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules to the Asset Purchase Agreements have been omitted. The registrant hereby agrees to furnish supplementally to the SEC, upon its request, any or all omitted schedules.

44

Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
SPRAGUE RESOURCES LP
By:Sprague Resources GP LLC,
Its General Partner
Date: November 5, 2020/s/ David C. Long
David C. Long
Chief Financial Officer (on behalf of the registrant, and in his capacity as Principal Financial Officer)

45