Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.77M
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 38K
3: EX-3.8 Articles of Incorporation/Organization or Bylaws HTML 444K
4: EX-21.1 Subsidiaries List HTML 33K
5: EX-23.1 Consent of Expert or Counsel HTML 30K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
16: R1 Cover Page HTML 92K
17: R2 Consolidated Balance Sheets HTML 125K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 36K
19: R4 Consolidated Statements of Income HTML 94K
20: R5 Consolidated Statements of Comprehensive Income HTML 79K
21: R6 Consolidated Statements of Unitholders' Equity HTML 65K
22: R7 Consolidated Statements of Cash Flows HTML 122K
23: R8 Description of Business and Summary of Significant HTML 91K
Accounting Policies
24: R9 Revenue HTML 63K
25: R10 Leases HTML 205K
26: R11 Accumulated Other Comprehensive Loss, Net of Tax HTML 39K
27: R12 Accounts Receivable, Net HTML 72K
28: R13 Inventories HTML 39K
29: R14 Other Current Assets HTML 39K
30: R15 Property, Plant and Equipment, Net HTML 54K
31: R16 Intangibles, Net HTML 55K
32: R17 Other Assets, Net HTML 39K
33: R18 Accrued Liabilities HTML 41K
34: R19 Credit Agreement HTML 53K
35: R20 Related Party Transactions HTML 34K
36: R21 Other Obligations HTML 64K
37: R22 Income Taxes HTML 86K
38: R23 Retirement Plans HTML 36K
39: R24 Segment Reporting HTML 91K
40: R25 Financial Instruments and Off-Balance Sheet Risk HTML 169K
41: R26 Commitments and Contingencies HTML 36K
42: R27 Equity and Equity-Based Compensation HTML 73K
43: R28 Earnings Per Unit HTML 41K
44: R29 Quarterly Financial Data (Unaudited) HTML 69K
45: R30 Partnership Distributions HTML 59K
46: R31 Subsequent Events HTML 46K
47: R32 Description of Business and Summary of Significant HTML 128K
Accounting Policies (Policies)
48: R33 Description of Business and Summary of Significant HTML 44K
Accounting Policies (Tables)
49: R34 Revenue (Tables) HTML 54K
50: R35 Leases (Tables) HTML 112K
51: R36 Accumulated Other Comprehensive Loss, Net of Tax HTML 38K
(Tables)
52: R37 Accounts Receivable, Net (Tables) HTML 73K
53: R38 Inventories (Tables) HTML 39K
54: R39 Other Current Assets (Tables) HTML 38K
55: R40 Property, Plant and Equipment, Net (Tables) HTML 59K
56: R41 Intangibles, Net (Tables) HTML 54K
57: R42 Other Assets, Net (Tables) HTML 38K
58: R43 Accrued Liabilities (Tables) HTML 40K
59: R44 Credit Agreement (Tables) HTML 39K
60: R45 Other Obligations (Tables) HTML 63K
61: R46 Income Taxes (Tables) HTML 90K
62: R47 Segment Reporting (Tables) HTML 83K
63: R48 Financial Instruments and Off-Balance Sheet Risk HTML 217K
(Tables)
64: R49 Equity and Equity-Based Compensation (Tables) HTML 66K
65: R50 Earnings Per Unit (Tables) HTML 38K
66: R51 Quarterly Financial Data (Unaudited) (Tables) HTML 68K
67: R52 Partnership Distributions (Tables) HTML 57K
68: R53 Subsequent Events (Tables) HTML 42K
69: R54 Description of Business and Summary of Significant HTML 98K
Accounting Policies - Additional Information
(Details)
70: R55 Description of Business and Summary of Significant HTML 43K
Accounting Policies - Schedule of Estimated Useful
Lives of Property Plant and Equipment (Details)
71: R56 Revenue (Details) HTML 69K
72: R57 Leases - Narrative (Details) HTML 44K
73: R58 Leases - Operating and Financing Leases (Details) HTML 56K
74: R59 Leases - Supplemental Cash Flow Information HTML 35K
(Details)
75: R60 Leases - Maturities of Operating and Finance Fease HTML 71K
Liabilities (Details)
76: R61 Leases - Undiscounted Cash Flows to be Received HTML 45K
from Operating Leases (Details)
77: R62 Accumulated Other Comprehensive Loss, Net of Tax HTML 40K
(Details)
78: R63 Accounts Receivable, Net (Details) HTML 65K
79: R64 Inventories (Details) HTML 41K
80: R65 Other Current Assets (Details) HTML 37K
81: R66 Property, Plant and Equipment, Net (Details) HTML 73K
82: R67 Intangibles, Net - Schedule of Intangible Assets HTML 55K
Useful Life and Amortization (Details)
83: R68 Intangibles, Net - Additional Information HTML 45K
(Details)
84: R69 Other Assets, Net (Details) HTML 41K
85: R70 Accrued Liabilities (Details) HTML 45K
86: R71 Credit Agreement - Schedule of Debt (Details) HTML 45K
87: R72 Credit Agreement - Additional Information HTML 100K
(Details)
88: R73 Related Party Transactions (Details) HTML 43K
89: R74 Other Obligations - Additional Information HTML 62K
(Details)
90: R75 Other Obligations - Schedule of Other Liabilities HTML 45K
(Details)
91: R76 Other Obligations - Summary of Deferred HTML 53K
Consideration Maturity (Details)
92: R77 Other Obligations - Summary of Change in Asset HTML 46K
Retirement Obligation (Details)
93: R78 Income Taxes - Schedule of Income Tax Provision HTML 58K
(Benefit) Attributable to Operations (Details)
94: R79 Income Taxes - Components of Income (Loss) Before HTML 39K
Income Taxes and Equity in Net Loss of Foreign
Affiliate (Details)
95: R80 Income Taxes - Schedule of Reconciliations of HTML 43K
Statutory U.S. Federal Income Tax to Effective
Income Tax for Operations (Details)
96: R81 Income Taxes - Schedule of Components of Deferred HTML 55K
Tax Assets (Liabilities) (Details)
97: R82 Income Taxes - Additional Information (Details) HTML 36K
98: R83 Retirement Plans (Details) HTML 35K
99: R84 Segment Reporting - Summary of Financial HTML 131K
Information for Partnership's Reportable Segments
(Details)
100: R85 Segment Reporting - Summary of Long-Lived Assets HTML 37K
(Exclusive of Intangible and Other Assets, Net and
Goodwill) Classified by Geographic Location
(Details)
101: R86 Financial Instruments and Off-Balance Sheet Risk - HTML 46K
Additional Information (Details)
102: R87 Financial Instruments and Off-Balance Sheet Risk - HTML 90K
Summary of Financial Assets and Financial
Liabilities of Partnership Measured at Fair Value
on Recurring Basis (Details)
103: R88 Financial Instruments and Off-Balance Sheet Risk - HTML 66K
Summary of Offsetting Arrangements (Details)
104: R89 Financial Instruments and Off-Balance Sheet Risk - HTML 37K
Summary of Realized and Unrealized (Losses) and
Gains on Derivative Instruments for Commodity Risk
Management (Details)
105: R90 Financial Instruments and Off-Balance Sheet Risk - HTML 42K
Schedule of Gross Volume of Commodity Derivative
Instruments Outstanding (Detail)
106: R91 Financial Instruments and Off-Balance Sheet Risk - HTML 52K
Interest Rate Derivatives - Notional Amounts
(Details)
107: R92 Financial Instruments and Off-Balance Sheet Risk HTML 43K
Financial Instruments and Off-Balance Sheet Risk -
Level 3 Liabilities Reconciliation (Details)
108: R93 Commitments and Contingencies (Details) HTML 37K
109: R94 Equity and Equity-Based Compensation - Additional HTML 81K
Information (Details)
110: R95 Equity and Equity-Based Compensation - Summary of HTML 71K
Partnership's Unit Awards Subject to Vesting
(Details)
111: R96 Equity and Equity-Based Compensation - Schedule of HTML 58K
Changes in Partnership's Units (Details)
112: R97 Earnings Per Unit (Details) HTML 38K
113: R98 Quarterly Financial Data (Unaudited) (Details) HTML 54K
114: R99 Partnership Distributions (Details) HTML 57K
115: R100 Subsequent Events (Details) HTML 86K
117: XML IDEA XML File -- Filing Summary XML 219K
15: XML XBRL Instance -- srlp-20201231_htm XML 3.51M
116: EXCEL IDEA Workbook of Financial Reports XLSX 150K
11: EX-101.CAL XBRL Calculations -- srlp-20201231_cal XML 357K
12: EX-101.DEF XBRL Definitions -- srlp-20201231_def XML 912K
13: EX-101.LAB XBRL Labels -- srlp-20201231_lab XML 2.21M
14: EX-101.PRE XBRL Presentations -- srlp-20201231_pre XML 1.35M
10: EX-101.SCH XBRL Schema -- srlp-20201231 XSD 238K
118: JSON XBRL Instance as JSON Data -- MetaLinks 511± 775K
119: ZIP XBRL Zipped Folder -- 0001525287-21-000017-xbrl Zip 615K
‘EX-3.3’ — Articles of Incorporation/Organization or Bylaws
This Amendment No. 3 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, a Delaware limited partnership (the “Partnership”), dated as of October 30, 2013 (as amended by Amendment
No. 1, dated as of December 20, 2017, and Amendment No. 2, dated as of October 25, 2019, to the First Amended and Restated Agreement of Limited Partnership of the Partnership, the “Partnership Agreement”), is entered into effective as of March 1, 2021 (the “Effective Date”), by Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
RECITALS
WHEREAS,
Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and
WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that this Amendment to the Partnership Agreement does not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.
NOW,
THEREFORE, it is hereby agreed as follows:
Section 1.Amendment. Section 5.5(d)(i) of the Partnership Agreement is hereby amended and restated in its entirety as follows:
Consistent with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for cash or Contributed Property, an issuance of IDR Reset Common Units pursuant to Section 5.11(a) (or other Partnership Interests as described in Section 5.11(d)), the issuance of Partnership Interests as consideration for the provision of services, or the conversion of the Combined Interest to Common Units pursuant to Section 11.3(b), the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect
any Unrealized Gain or Unrealized Loss attributable to such Partnership property and any such Unrealized Gain or Unrealized Loss shall be treated, for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance and had been allocated among the Partners at such time pursuant to
1
Section 6.1 in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated; provided, however, that in the event of an issuance of Partnership Interests for a de minimis amount of cash or Contributed Property, or in the event of an issuance
of a de minimis amount of Partnership Interests as consideration for the provision of services, the General Partner may determine that such adjustments are unnecessary for the proper administration of the Partnership. In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests shall be determined by the General Partner using such method of valuation as it may adopt. In making its determination of the fair market values of individual properties, the General Partner may determine that it is appropriate to first determine an aggregate value for the Partnership, based on the current trading price of the Common Units, and taking fully into account the fair market value of the Partnership Interests of all Partners at such time, and then allocate such aggregate value among the individual properties of the Partnership
(in such manner as it determines appropriate).
Section 2.Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.
Section 3.Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.
(Signature Page Follows)
2
IN
WITNESS WHEREOF, this Amendment has been executed as of the Effective Date.
