Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 04, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | GLOBAL PARTNERS LP | |
Entity Central Index Key | 1,323,468 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,995,563 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 8,594 | $ 1,116 |
Accounts receivable, net | 358,142 | 311,354 |
Accounts receivable-affiliates | 3,862 | 2,578 |
Inventories | 443,994 | 388,952 |
Brokerage margin deposits | 39,363 | 31,327 |
Derivate assets | 29,590 | 66,099 |
Prepaid expenses and other current assets | 67,678 | 65,609 |
Total current assets | 951,223 | 867,035 |
Property and equipment, net | 1,207,239 | 1,242,683 |
Intangible assets, net | 70,200 | 75,694 |
Goodwill | 435,369 | 435,369 |
Other assets | 38,938 | 42,894 |
Total assets | 2,702,969 | 2,663,675 |
Current liabilities: | ||
Accounts payable | 286,807 | 303,781 |
Working capital revolving credit facility-current portion | 218,800 | 98,100 |
Environmental liabilities-current portion | 5,337 | 5,350 |
Trustee taxes payable | 96,364 | 95,264 |
Accrued expenses and other current liabilities | 48,471 | 60,328 |
Derivative liabilities | 24,088 | 31,911 |
Total current liabilities | 679,867 | 594,734 |
Working capital revolving credit facility-less current portion | 150,000 | 150,000 |
Revolving credit facility | 213,400 | 269,000 |
Senior notes | 657,866 | 656,564 |
Environmental liabilities-less current portion | 65,144 | 67,883 |
Financing obligation | 152,371 | 89,790 |
Deferred tax liabilities | 79,738 | 84,836 |
Other long-term liabilities | 56,551 | 56,884 |
Total liabilities | 2,054,937 | 1,969,691 |
Global Partners LP equity: | ||
Common unitholders 33,995,563 units issued and 33,519,030 outstanding at June 30, 2016 and 33,995,563 units issued and 33,506,844 outstanding at December 31, 2015) | 614,042 | 657,071 |
General partner interest (0.67% interest with 230,303 equivalent units outstanding at June 30, 2016 and December 31, 2015) | (1,496) | (1,188) |
Accumulated other comprehensive loss | (6,867) | (8,094) |
Total Global Partners LP equity | 605,679 | 647,789 |
Noncontrolling interest | 42,353 | 46,195 |
Total partners' equity | 648,032 | 693,984 |
Total liabilities and partners' equity | $ 2,702,969 | $ 2,663,675 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jun. 30, 2016 | Dec. 31, 2015 |
CONSOLIDATED BALANCE SHEETS | ||
Common unitholders, units issued | 33,995,563 | 33,995,563 |
Common unitholders, units outstanding | 33,519,030 | 33,506,844 |
General partner interest (as a percent) | 0.67% | 0.67% |
General partner interest, equivalent units outstanding | 230,303 | 230,303 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Sales | $ 2,146,199 | $ 2,680,088 | $ 3,897,011 | $ 5,659,204 |
Cost of sales | 2,016,857 | 2,535,900 | 3,637,610 | 5,346,458 |
Gross profit | 129,342 | 144,188 | 259,401 | 312,746 |
Costs and operating expenses: | ||||
Selling, general and administrative expenses | 36,640 | 45,391 | 71,624 | 94,177 |
Operating expenses | 75,891 | 72,168 | 148,127 | 140,824 |
Amortization expense | 2,359 | 3,070 | 4,868 | 8,411 |
Net loss on sale and disposition of assets and impairment charges | 2,530 | 213 | 8,635 | 650 |
Total costs and operating expenses | 117,420 | 120,842 | 233,254 | 244,062 |
Operating income | 11,922 | 23,346 | 26,147 | 68,684 |
Interest expense | (21,015) | (16,451) | (43,995) | (30,414) |
(Loss) income before income tax benefit (expense) | (9,093) | 6,895 | (17,848) | 38,270 |
Income tax benefit (expense) | 550 | 719 | 1,470 | (247) |
Net (loss) income | (8,543) | 7,614 | (16,378) | 38,023 |
Net loss (income) attributable to noncontrolling interest | 1,233 | (396) | 2,044 | (390) |
Net (loss) income attributable to Global Partners LP | (7,310) | 7,218 | (14,334) | 37,633 |
Less: General partner’s interest in net (loss) income, including incentive distribution rights | (49) | 2,671 | (96) | 4,850 |
Limited partners’ interest in net (loss) income | $ (7,261) | $ 4,547 | $ (14,238) | $ 32,783 |
Basic net (loss) income per limited partner unit | $ (0.22) | $ 0.15 | $ (0.42) | $ 1.06 |
Diluted net (loss) income per limited partner unit | $ (0.22) | $ 0.15 | $ (0.42) | $ 1.06 |
Basic weighted average limited partner units outstanding (in units) | 33,518 | 31,037 | 33,518 | 30,819 |
Diluted weighted average limited partner units outstanding (in units) | 33,518 | 31,214 | 33,518 | 30,978 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||||
Net (loss) income | $ (8,543) | $ 7,614 | $ (16,378) | $ 38,023 |
Other comprehensive income: | ||||
Change in fair value of cash flow hedges | 592 | 1,295 | 853 | 1,478 |
Change in pension liability | 306 | (269) | 374 | (178) |
Total other comprehensive income | 898 | 1,026 | 1,227 | 1,300 |
Comprehensive (loss) income | (7,645) | 8,640 | (15,151) | 39,323 |
Comprehensive loss (income) attributable to noncontrolling interest | 1,233 | (396) | 2,044 | (390) |
Comprehensive (loss) income attributable to Global Partners LP | $ (6,412) | $ 8,244 | $ (13,107) | $ 38,933 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities | ||
Net (loss) income | $ (16,378) | $ 38,023 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 57,949 | 55,240 |
Amortization of deferred financing fees | 2,948 | 2,927 |
Amortization of leasehold interests | 626 | 172 |
Amortization of senior notes discount | 690 | 411 |
Bad debt expense | 50 | 288 |
Unit-based compensation expense | 2,150 | 2,072 |
Write-off of financing fees | 1,828 | |
Net loss on sale and disposition of assets and impairment charges | 8,635 | 650 |
Changes in operating assets and liabilities, excluding net assets acquired | ||
Accounts receivable | (46,838) | 90,971 |
Accounts receivable - affiliate | (1,284) | (1,372) |
Inventories | (55,042) | (72,788) |
Broker margin deposits | (8,036) | (1,792) |
Prepaid expenses, all other current assets and other assets | (2,277) | 3,749 |
Accounts payable | (16,974) | (145,863) |
Trustee taxes payable | 1,100 | (17,225) |
Change in derivatives | 28,686 | 24,232 |
Accrued expenses, all other current liabilities and other long-term liabilities | (17,816) | (36,927) |
Net cash used in operating activities | (59,983) | (57,232) |
Cash flows from investing activities | ||
Acquisitions | (561,757) | |
Capital expenditures | (38,846) | (33,163) |
Proceeds from sale of property and equipment | 11,682 | 1,251 |
Net cash (used in) investing activities | (27,164) | (593,669) |
Cash flows from financing activities | ||
Proceeds from issuance of common units, net | 109,305 | |
Net borrowings from working capital revolving credit facility | 120,700 | 168,200 |
Net (payments on) borrowings from revolving credit facility | (55,600) | 134,200 |
Proceeds from sale-leaseback, net | 62,476 | |
Proceeds from senior notes, net of discount | 295,125 | |
Payments on line of credit | (700) | |
Repurchase of common units | (2,442) | |
Noncontrolling interest capital contribution | 1,880 | |
Distribution to noncontrolling interest | (1,798) | (3,600) |
Distributions to partners | (31,153) | (45,118) |
Net cash provided by financing activities | 94,625 | 656,850 |
Cash and cash equivalents | ||
Increase in cash and cash equivalents | 7,478 | 5,949 |
Cash and cash equivalents at beginning of period | 1,116 | 5,238 |
Cash and cash equivalents at end of period | 8,594 | 11,187 |
Supplemental information | ||
Cash paid during the period for interest | $ 23,016 | $ 25,117 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY - USD ($) $ in Thousands | Common Unitholders | General Partner Interest | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total |
Balance, beginning of period at Dec. 31, 2015 | $ 657,071 | $ (1,188) | $ (8,094) | $ 46,195 | $ 693,984 |
Increase (Decrease) in Partners' Capital | |||||
Net (loss) income | (14,238) | (96) | (2,044) | (16,378) | |
Distribution to noncontrolling interest | (1,798) | (1,798) | |||
Other comprehensive income | 1,227 | 1,227 | |||
Unit-based compensation | 2,150 | 2,150 | |||
Distributions to partners | (31,446) | (212) | (31,658) | ||
Dividends on repurchased units | 505 | 505 | |||
Balance, end of period at Jun. 30, 2016 | 614,042 | (1,496) | (6,867) | 42,353 | 648,032 |
Increase (Decrease) in Partners' Capital | |||||
Net (loss) income | (8,543) | ||||
Other comprehensive income | 898 | ||||
Balance, end of period at Jun. 30, 2016 | $ 614,042 | $ (1,496) | $ (6,867) | $ 42,353 | $ 648,032 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Organization and Basis of Presentation | |
Organization and Basis of Presentation | N ote 1. Organization and Basis of Presentation Organization Global Partners LP (the “Partnership”) is a midstream logistics and marketing master limited partnership formed in March 2005 engaged in the purchasing, selling, storing and logistics of transporting petroleum and related products, including domestic and Canadian crude oil, gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, natural gas and propane. The Partnership also receives revenue from convenience store sales and gasoline station rental income. The Partnership owns, controls or has access to one of the largest terminal networks of refined petroleum products and renewable fuels in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”). The Partnership owns transload and storage terminals in North Dakota and Oregon that extend its origin-to-destination capabilities from the mid-continent region of the United States and Canada to the East and West Coasts. The Partnership is one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. As of June 30, 2016, the Partnership had a portfolio of 1,511 owned, leased and/or supplied gasoline stations, including 290 directly operated convenience stores, in the Northeast, Maryland and Virginia. Global GP LLC, the Partnership’s general partner (the “General Partner”), manages the Partnership’s operations and activities and employs its officers and substantially all of its personnel, except for most of its gasoline station and convenience store employees who are employed by GMG. The General Partner, which holds a 0.67% general partner interest in the Partnership, is owned by affiliates of the Slifka family. As of June 30, 2016, affiliates of the General Partner, including its directors and executive officers and their affiliates, owned 7,434,775 common units, representing a 21.9% limited partner interest. Recent Transactions Sale Leaseback Transaction — On June 29, 2016, the Partnership and its wholly owned subsidiaries Global Companies LLC (“Global Companies”), Global Montello Group Corp. (“GMG”) and Alliance Energy LLC (“Alliance”), and Alliance’s wholly owned subsidiary, Bursaw Oil LLC (“Bursaw”) sold to a premier institutional real estate investor (the “Buyer”) real property assets, including the buildings, improvements and appurtenances thereto, at 30 gasoline stations and convenience stores located in Connecticut, Maine, Massachusetts, New Hampshire and Rhode Island for a purchase price of approximately $63.5 million. In connection with the sale, the Partnership, entered into a Master Unitary Lease Agreement with the Buyer to lease back the real property assets sold with respect to these sites. See Note 6 . Expanded Retail Network —In April 2016, the Partnership expanded its gasoline station and convenience-store network in Western Massachusetts with the addition of 22 leased retail sites. Located in the Pittsfield and Springfield areas, the stores were added through long-term leases. Basis of Presentation On January 7, 2015, the Partnership acquired, through one of its wholly owned subsidiaries , GMG , 100% of the equity interests in Warren Equities, Inc. (“Warren”) from The Warren Alpert Foundation. On January 14, 2015, the Partnership acquired the Revere terminal (the “Revere Terminal”) located in Boston Harbor in Revere, Massachusetts from Global Petroleum Corp. (“ GPC”) and related entities. On June 1, 2015, the Partnership acquired, through one of its wholly owned subsidiaries, Alliance , retail gasoline stations and dealer supply contracts from Capitol Petroleum Group (“Capitol”). See Note 2. The financial results of Capitol for the one month ended June 30, 2015 are included in the accompanying statements of operations for the three and six months ended June 30, 2015. The financial results of Warren and the Revere Terminal for the three and six months ended June 30, 2015 are included in the accompanying statements of operations for the three and six months ended June 30, 2015 . The accompanying consolidated financial statements as of June 30, 2016 and December 31, 2015 and for the three and six months ended June 30, 2016 and 2015 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial condition and operating results for the interim periods. The interim financial information, which has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), should be read in conjunction with the consolidated financial statements for the year ended December 31, 2015 and notes thereto contained in the Partnership’s Annual Report on Form 10-K. The significant accounting policies described in Note 2, “Summary of Significant Accounting Policies,” of such Annual Report on Form 10-K are the same used in preparing the accompanying consolidated financial statements. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results of operations that will be realized for the entire year ending December 31, 2016 . The consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 . Due to the nature of the Partnership’s business and its reliance, in part, on consumer travel and spending patterns, the Partnership may experience more demand for gasoline during the late spring and summer months than during the fall and winter. Travel and recreational activities are typically higher in these months in the geographic areas in which the Partnership operates, increasing the demand for gasoline. Therefore, the Partnership’s volumes in gasoline are typically higher in the second and third quarters of the calendar year. As demand for some of the Partnership’s refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, heating oil and residual oil volumes are generally higher during the first and fourth quarters of the calendar year. These factors may result in fluctuations in the Partnership’s quarterly operating results. Noncontrolling Interest These financial statements reflect the application of ASC 810, “Consolidations” (“ASC 810”) which establishes accounting and reporting standards that require: (i) the ownership interest in subsidiaries held by parties other than the parent to be clearly identified and presented in the consolidated balance sheet within shareholder’s equity, but separate from the parent’s equity; (ii) the amount of consolidated net income attributable to the parent and the noncontrolling interest to be clearly identified and presented on the face of the consolidated statements of operations; and (iii) changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary to be accounted for consistently. The Partnership acquired a 60% interest in Basin Transload, LLC (“Basin Transload”) on February 1, 2013. After evaluating ASC 810, the Partnership concluded it is appropriate to consolidate the balance sheet and statements of operations of Basin Transload based on an evaluation of the outstanding voting interests. Amounts pertaining to the noncontrolling ownership interest held by third parties in the financial position and operating results of the Partnership are reported as a noncontrolling interest in the accompanying consolidated balance sheets and statements of operations. Concentration of Risk The following table presents the Partnership’s product sales and other revenues as a percentage of the consolidated sales for the periods presented: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) % % % % Crude oil sales and crude oil logistics revenue % % % % Distillates (home heating oil, diesel and kerosene), residual oil, natural gas and propane sales % % % % Convenience store sales, rental income and sundry sales % % % % Total % % % % The following table presents the Partnership’s product margin by segment as a percentage of the consolidated product margin for the periods presented: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Wholesale segment % % % % GDSO segment % % % % Commercial segment % % % % Total % % % % See Note 10, “Segment Reporting,” for additional information on the Partnership’s operating segments. None of the Partnership’s customers accounted for greater than 10% of total sales for the three and six months ended June 30, 2016 and 2015 . Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. The Partnership has concluded that its operating segments are also its reporting units. At June 30, 2016 and December 31, 2015, goodwill recorded in the accompanying consolidated balance sheets aggregated $435.4 million, of which $121.7 million relates to the Wholesale reporting unit and $313.7 million relates to the Gasoline Distribution and Station Operations (“GDSO”) reporting unit . Goodwill associated with the Partnership’s disposition activities of GDSO sites will be included in the carrying value of assets sold in determinin g the gain or loss on disposal. No goodwill has been derecognized as of June 30, 2016. Goodwill is tested for impairment annually as of October 1 or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The process of testing goodwill for impairment involves numerous judgments, assumptions and estimates made by management which inherently reflect a high degree of uncertainty. The impairment test first includes a qualitative assessment in order to conclude if it is more likely than not that the reporting unit’s fair value exceeds its carrying value. Factors considered in the qualitative analysis include changes in the business and industry, as well as macro-economic conditions, that would influence the fair value of the reporting unit as well as changes in the carrying values of the reporting unit. If necessary, the Partnership will then complete a two-step quantitative assessment. In the quantitative assessment, the fair value of each reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, including goodwill, then the recorded goodwill is impaired to its implied fair value with a charge to operations. The Partnership calculates the fair value of each reporting unit using a combination of discounted cash flows and market comparables. Key assumptions included in the development of the discounted cash flow value for each reporting unit include: Future commodity volumes and margins. The discounted cash flows are based on a five -year forecast with an estimate of terminal value s . In general, the reporting units’ fair values are most sensitive to volume and gross margin assumptions. In particular, the Wholesale segment’s cash flows are impacted by the crude oil market, given the Partnership’s 2013 investment in transloading terminals in North Dakota and Oregon. The significant decline in the price of crude oil and tight crude oil differentials negatively impacted the Partnership’s fiscal 2015 results . The Partnership expects low crude oil prices and tight differentials to continue for a period of time, which has negatively impacted and will continue to negatively impact the Partnership’s 2016 performance , with forecasted recovery expected sometime in 2017. However, with the continuation of low crude oil prices and tight differentials, the Partnership’s assumptions as to the timing of a market recovery , particularly in crude oil, might be more extended than currently estimated within the Partnership’s five - year forecast a nd estimate of terminal values. If market conditions do not improve or timing of recovery is extended and does not become more certain, the Partnership may change such assumptions in future periods . As a result of these market conditions, there is increased uncertainty and sensitivity relating to the Partnership’s future cash flow projections within its crude oil business on which the Wholesale reporting unit’s goodwill impairment analysis relies. If market conditions, and therefore the Partnership’s performance, are worse than its projections, the Partnership may record impairment charges in the future. Actual results may not be consistent with these judgments, assumptions and estimates, and goodwill impairment charges may be required in future periods. This could have an adverse impact on the Partnership’s financial position and results of operations. Discount rate commensurate with the risks involved. The Partnership applies a discount rate to its expected cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. A higher discount rate decreases the net present value of cash flows. Future capital requirements. The Partnership’s estimates of future capital requirements are based upon a combination of authorized spending and internal forecasts. On October 1, 2015, the Partnership completed its quantitative assessments for both the Wholesale and GDSO reporting units, and no impairment indicator was identified for either reporting unit. The declining crude oil prices, changes in certain market conditions and decline in the Partnership’s common unit price, collectively caused the Partnership to reassess its goodwill for impairment as of December 31, 2015 for the Wholesale reporting unit. Based on the results of this assessment, the Partnership concluded that step two of the quantitative assessment was not necessary and no impairment was required. As of June 30, 2016, the Partnership considered whether there was any change of circumstances or events during the second quarter which would more likely than not reduce the fair value of the Wholesale segment’s reporting unit below its carrying amount. The Partnership concluded that such events and c ircumstances have not occurred. However, with the continuation of low crude oil prices and tight differentials, the Partnership’s assumptions as to the timing of a market recovery , particularly in crude oil, might be more extended than currently estimated within the Partnership’s five - year forecast a nd estimate of terminal values. If market conditions do not improve or timing of recovery is extended and does not become more certain, the Partnership may change such assumptions in future periods, which could re sult in a different conclusion. The Partnership continues to monitor the extent and timing of future demand, which may impact the timing of forecasted recovery . The fair values of the Partnership’s reporting units are based on underlying assumptions that represent the Partnership’s best estimates. Many of the factors used in assessing fair value are outside of the control of management. A further sustained decline in commodity prices may cause the Partnership to reassess its long-lived assets and goodwill for impairment and could result in future non-cash impairment charges as a result of such impairment assessments. If the Partners hip is required to perform step two in the future for the Wholesale reporting unit, up to $121.7 million of goodwill assigned to this reporting unit could be written off in the period of such impairment assessment. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations | |
Business Combinations | Note 2. Business Combinations 2015 Acquisitions Warren Equities, Inc. — On January 7, 2015, the Partnership acquired, through GMG, 100% of the equity interests in Warren, one of the largest independent marketers of petroleum products in the Northeast, from The Warren Alpert Foundation. The acquisition included 147 company-owned Xtra Mart convenience stores and related fuel operations, 53 commission agent locations and fuel supply rights for approximately 330 dealers. The acquired properties are located in the Northeast, Maryland and Virginia. The purchase price, inclusive of post-closing adjustments, was approximately $381.8 million, including working capital. The acquisition was funded with borrowings under the Partnership’s credit facility and with proceeds from its December 2014 public offering of 3,565,000 common units. The acquisition was accounted for using the purchase method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) guidance regarding business combinations. The Partnership’s financial statements include the results of operations of Warren subsequent to the acquisition date. In connection with the acquisition of Warren, the Partnership recorded acquisition costs of approximately $1.0 million and $5.4 million for the three and six months ended June 30, 2015, respectively, which are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Additionally, in January 2015 and subsequent to the acquisition date, the Partnership recorded a restructuring charge of approximately $2.3 million, which is included in selling, general and administrative expenses in the accompanying consolidated statement of operations for the six months ended June 30, 2015. Approximately $0 and $0.5 million of the restructuring charge was paid during the three and six months ended June 30, 2015, respectively, and the remaining balance of $1.8 million was paid during the year ended December 31, 2015. Revere Terminal — On January 14, 2015, through the Partnership’s wholly owned subsidiary, Global Companies, the Partnership acquired the Revere Terminal located in Boston Harbor in Revere, Massachusetts from GPC, a privately held affiliate of the Partnership, and related entities for a purchase price of $23.7 million. The acquisition includes contingent consideration which would be payable under specific circumstances involving a subsequent sale of the property during the eight years following the acquisition . The contingent consideration was estimated to be $0 as of the acquisition date as the Partnership concluded that the sale of the terminal for non-petroleum use within the eight years following the acquisition is not probable. There have been no changes to this assessment since the acquisition date. The Partnership financed the transaction with borrowings under its revolving credit facility. In connection with the Revere Terminal transaction, the pre-existing terminal storage rental and throughput agreement between the Partnership and GPC was terminated. The acquisition was accounted for using the purchase method of accounting in accordance with the FASB’s guidance regarding business combinations. As the acquisition transitioned the Revere Terminal from a formerly leased facility to an owned facility, the transaction did not have a material impact on the Partnership’s consolidated financial statements. Capitol Petroleum Group —On June 1, 2015, the Partnership acquired 97 primarily Mobil and Exxon branded owned or leased retail gasoline stations and seven dealer supply contracts in New York City and Prince George’s County, Maryland, along with certain related supply and franchise agreements and third-party leases and other assets associated with the operations from Liberty Petroleum Realty, LLC, East River Petroleum Realty, LLC, Big Apple Petroleum Realty, LLC, White Oak Petroleum, LLC, Anacostia Realty, LLC, Mount Vernon Petroleum Realty, LLC and DAG Realty, LLC (collectively, “Capitol Petroleum Group”). The purchase price was approximately $155.7 million. The acquisition was financed with borrowings under the Partnership’s revolving credit facility. The acquisition was accounted for using the purchase method of accounting in accordance with the FASB’s guidance regarding business combinations. The Partnership’s financial statements include the results of operations of Capitol subsequent to the acquisition date. In connection with the acquisition of Capitol, the Partnership incurred acquisition costs of approximately $3.1 million which was recorded for each of the three and six months ended June 30, 2015 and included in selling, general and administrative expenses in the accompanying consolidated statements of operations . Supplemental Pro Forma Information — Revenues and net income not included in the Partnership’s consolidated operating r esults for Warren from January 1, 2015 through January 7, 2015, the acquisition date, were immaterial. Accordingly, the supplemental pro forma information for the six months ended June 30, 2015 is consistent with the amounts reported in the accompanying consolidated statement of operations for the six months ended June 30, 2015 as it relates to Warren . The following unaudited pro forma information presents the consolidated results of operations of the Partnership for the three and six months ended June 30, 2015 as if the acquisition of Capitol occurred on January 1, 2015 (in thousands, except per unit data): Three Months Ended Six Months Ended June 30, 2015 June 30, 2015 Sales $ $ Net income attributable to Global Partners LP $ $ Net income per limited partner unit, basic and diluted $ $ |
Net (Loss) Income Per Limited P
Net (Loss) Income Per Limited Partner Unit | 6 Months Ended |
Jun. 30, 2016 | |
Net (Loss) Income Per Limited Partner Unit | |
Net (Loss) Income Per Limited Partner Unit | Note 3. Net (Loss) Income Per Limited Partner Unit Under the Partnership’s partnership agreement, for any quarterly period, the incentive distribution rights (“IDRs”) participate in net income only to the extent of the amount of cash distributions actually declared, thereby excluding the IDRs from participating in the Partnership’s undistributed net income or losses. Accordingly, the Partnership’s undistributed net income or losses is assumed to be allocated to the common unitholders, or limited partners’ interest, and to the General Partner’s general partner interest. Common units outstanding as reported in the accompanying consolidated financial statements at June 30, 2016 and December 31, 2015 excluded 476,553 and 488,719 common units, respectively, held on behalf of the Partnership pursuant to its repurchase program (see Note 13) . These units are not deemed outstanding for purposes of calculating net (loss) income per limited partner unit (basic and diluted). The following table provides a reconciliation of net (loss) income and the assumed allocation of net (loss) income to the limited partners’ interest for purposes of computing net (loss) income per limited partner unit for the three and six months ended June 30, 2016 and 2015 (in thousands, except per unit data): Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 Limited General Limited General Partner Partner Partner Partner Numerator: Total Interest Interest IDRs Total Interest Interest IDRs Net (loss) income attributable to Global Partners LP (1) $ $ $ $ — $ $ $ $ — Declared distribution $ $ $ $ — $ $ $ $ Assumed allocation of undistributed net (loss) income — — Assumed allocation of net (loss) income $ $ $ $ — $ $ $ $ Denominator: Basic weighted average limited partner units outstanding Dilutive effect of phantom units — Diluted weighted average limited partner units outstanding Basic net (loss) income per limited partner unit $ $ Diluted net (loss) income per limited partner unit (2) $ $ (1) As a result of the June 2015 issuance of 3,000,000 common units, the general partner interest was reduced to 0.67% for the three months ended June 30, 2016 and, based on a weighted average, 0.73% for the three months ended June 30, 2015 . (2) Ba sic units were used to calculate diluted net income per limited partner unit for the three months ended June 30, 2016, as using the effects of phantom units would have an anti-dilutive effect on net income per limited partne r unit. Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 Limited General Limited General Partner Partner Partner Partner Numerator: Total Interest Interest IDRs Total Interest Interest IDRs Net (loss) income attributable to Global Partners LP (1) $ $ $ $ — $ $ $ $ — Declared distribution $ $ $ $ — $ $ $ $ Assumed allocation of undistributed net (loss) income — — Assumed allocation of net (loss) income $ $ $ $ — $ $ $ $ Denominator: Basic weighted average limited partner units outstanding Dilutive effect of phantom units — Diluted weighted average limited partner units outstanding Basic net (loss) income per limited partner unit $ $ Diluted net (loss) income per limited partner unit (2) $ $ (1) As a result of the June 2015 issuance of 3,000,000 common units, the general partner interest was reduced to 0.67% for the six months ended June 30, 2016 and, based on a weighted average, 0.73% for the six months ended June 30, 201 5 . (2) Basic units were used to calculate diluted net income per limited partner unit for the six months ended June 30, 2016, as using the effects of phantom units would have an anti-dilutive effect on net income per limited partner unit. During 2016, the board of directors of the General Partner declared the following quarterly cash distributions: Per Unit Cash Distribution Declared for the Cash Distribution Declaration Date Distribution Declared Quarterly Period Ended April 26, 2016 $ March 31, 2016 July 27, 2016 $ June 30, 2016 See Note 8, “ Partners’ Equity and Cash Distributions” for further information . |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventories | |
Inventories | Note 4. Inventories The Partnership hedges substantially all of its petroleum and ethanol inventory using a variety of instruments, primarily exchange-traded futures contracts. These futures contracts are entered into when inventory is purchased and are either designated as fair value hedges against the inventory on a specific barrel basis for inventories qualifying for fair value hedge accounting or not designated and maintained as economic hedges against certain inventory of the Partnership on a specific barrel basis. Changes in fair value of these futures contracts, as well as the offsetting change in fair value on the hedged inventory, is recognized in earnings as an increase or decrease in cost of sales. All hedged inventory designated in a fair value hedge relationship is valued using the lower of cost, as determined by specific identification, or market, as determined at the product level. All petroleum and ethanol inventory not designated in a fair value hedging relationship is carried at the lower of historical cost, on a first-in, first-out basis, or market . Convenience store inventory and Renewable Identification Numbers (“RINs”) inventory are carried at the lower of historical cost or market. Inventories consisted of the following (in thousands): June 30, December 31, 2016 2015 Distillates: home heating oil, diesel and kerosene $ $ Gasoline Gasoline blendstocks Crude oil Residual oil Propane and other Renewable identification numbers (RINs) Convenience store inventory Total $ $ In addition to its own inventory, the Partnership has exchange agreements for petroleum products and ethanol with unrelated third-party suppliers, whereby it may draw inventory from these other suppliers and suppliers may draw inventory from the Partnership. Positive exchange balances are accounted for as accounts receivable and amounted to $8.0 million and $3.4 million at June 30, 2016 and December 31, 2015 , respectively. Negative exchange balances are accounted for as accounts payable and amounted to $13.6 million and $12.1 million at June 30, 2016 and December 31, 2015 , respectively. Exchange transactions are valued using current carrying costs . |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | Note 5. Derivative Financial Instruments The Partnership principally uses derivative instruments, which include regulated exchange-traded futures and options contracts (collectively, “exchange-traded derivatives”) and physical and financial forwards and over-the-counter (“OTC”) swaps (collectively, “OTC derivatives”), to reduce its exposure to unfavorable changes in commodity market prices and interest rates. The Partnership uses these exchange-traded and OTC derivatives to hedge commodity price risk associated with its inventory and undelivered forward commodity purchases and sales (“physical forward contracts”) and uses interest rate swap instruments to reduce its exposure to fluctuations in interest rates associated with the Partnership’s credit facilities. The Partnership accounts for derivative transactions in accordance with ASC 815, “Derivatives and Hedging,” and recognizes derivatives instruments as either assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented currently in earnings, unless specific hedge accounting criteria are met. The fair value of exchange-traded derivative transactions reflects amounts that would be received from or paid to the Partnership’s brokers upon liquidation of these contracts. The fair value of these exchange-traded derivative transactions are presented on a net basis, offset by the cash balances on deposit with the Partnership’s brokers, presented as brokerage margin deposits in the consolidated balance sheets. The fair value of OTC derivative transactions reflects amounts that would be received from or paid to a third party upon liquidation of these contracts under current market conditions. The fair value of these OTC derivative transactions is presented on a gross basis as derivative assets or derivative liabilities in the consolidated balance sheets, unless a legal right of offset exists. The presentation of the change in fair value of the Partnership’s exchange-traded derivatives and OTC derivative transactions depends on the intended use of the derivative and the resulting designation . The following table summarizes the notional values related to the Partnership’s derivative instruments outstanding at June 30, 2016 : Units (1) Unit of Measure Exchange-Traded Derivatives Long Thousands of barrels Short Thousands of barrels OTC Derivatives (Petroleum/Ethanol) Long Thousands of barrels Short Thousands of barrels OTC Derivatives (Natural Gas) Long Thousands of decatherms Short Thousands of decatherms Interest Rate Swaps $ Millions of U.S. dollars Foreign Currency Derivatives $ Millions of Canadian dollars Open Forward Exchange Contracts (2) $ Millions of U.S. dollars (1) Number of open positions and gross notional values do not measure the Partnership’s risk of loss, quantify risk or represent assets or liabilities of the Partnership, but rather indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements. (2) All-in forward rate Canadian dollars $1.2967 to USD $1.00. Derivatives Accounted for as Hedges The Partnership utilizes fair value hedges and cash flow hedges to hedge commodity price risk and interest rate risk. Fair Value Hedges Derivatives designated as fair value hedges are used to hedge price risk in commodity inventories and principally include exchange-traded futures contracts that are entered into in the ordinary course of business. For a derivative instrument designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting change in fair value on the hedged item of the risk being hedged. Gains and losses related to fair value hedges are recognized in the consolidated statement of operations through cost of sales. These futures contracts are settled on a daily basis by the Partnership through brokerage margin accounts. The Partnership’s fair value hedges include exchange-traded futures contracts and OTC derivative contracts that are hedges against inventory with specific futures contracts matched to specific barrels. The change in fair value of these futures contracts and the change in fair value of the underlying inventory generally provide an offset to each other in the consolidated statement of operations . The following table presents the gains and losses from the Partnership’s derivative instruments involved in fair value hedging relationships recognized in the consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 (in thousands): Statement of Gain (Loss) Three Months Ended Six Months Ended Recognized in Income on June 30, June 30, Derivatives 2016 2015 2016 2015 Derivatives in fair value hedging relationship Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products Cost of sales $ $ $ $ Hedged items in fair value hedge relationship Physical inventory Cost of sales $ $ $ $ Cash Flow Hedges Derivatives designated as cash flow hedges are used to hedge interest rate risk from fluctuations in interest rates and may include various interest rate derivative instruments entered into with major financial institutions. For a derivative instrument being designated as a cash flow hedge, the effective portion of the derivative gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently reclassified into the consolidated statement of operations through interest expense in the same period that the hedged exposure affects earnings. The ineffective portion is recognized in the consolidated statement of operations immediately. The Partnership’s cash flow hedges for the three and six months ended June 30, 2016 and 2015 included interest rate swaps and an interest rate cap that were hedges of variability in forecasted interest payments due to changes in the interest rate on LIBOR-based borrowings, a summary of which includes the following designations: · In October 2009, the Partnership executed an interest rate swap with a major financial institution. The swap, which became effective on May 16, 2011 and expired on May 16, 2016, was used to hedge the variability in interest payments due to changes in the one month LIBOR swap curve with respect to $100.0 million of one-month LIBOR -based borrowings on the credit facility at a fixed rate of 3.93% . · In April 2011, the Partnership executed an interest rate cap with a major financial institution. The rate cap, which became effective on April 13, 2011 and expired on April 13, 2016, was used to hedge the variability in interest payments due to changes in the one-month LIBOR rate above 5.5% with respect to $100.0 million of one-month LIBOR-based borrowings on the credit facility. · In September 2013, the Partnership executed an interest rate swap with a major financial institution. The swap, which became effective on October 2, 2013 and expires on October 2, 2018, is used to hedge the variability in cash flows in monthly interest payments due to changes in the one month LIBOR swap curve with respect to $100.0 million of one-month LIBOR -based borrowings on the credit facility at a fixed rate of 1.819% . In the aggregate, these hedging instruments have historically been effective in hedging the variability in interest payments due to changes in the one month LIBOR swap curve or rate with respect to $300.0 million of one month LIBOR based borrowings on the credit facility. In June 2014 and as a result of the issuance of the Partnership’s $375.0 million aggregate principal amount of its 6.25% senior notes due 2022 (see Note 6), the Partnership determined that maintaining an excess of $300.0 million in principal of outstanding floating-rate debt was no longer probable. Therefore, the Partnership elected to de-designate its interest rate cap and discontinued the related hedge accounting for this instrument. The interest rate cap, which expired on April 13, 2016, was not in a hedging relationship for the three and six months ended June 30, 2016 and 2015. Accordingly, all changes in fair value of this instrument subsequent to the date of de-designation were recorded in the consolidated statement of operations through interest expense. At June 30, 2016 , the Partnership had in place one interest rate swap agreement which is hedging $100.0 million of variable rate debt and continues to be accounted for as a cash flow hedge. The following table presents the amount of gains and losses from the Partnership’s derivative instruments designated in cash flow hedging relationships recognized in the consolidated statements of operations and partners’ equity for the three and six months ended June 30, 2016 and 2015 (in thousands): Amount of Gain (Loss) Location of Gain (Loss) Amount of Gain (Loss) Recognized in Reclassified from Reclassified from Other Comprehensive Accumulated Other Other Comprehensive Income on Derivatives Comprehensive Income into Income into Income (Effective Portion) Income (Effective Portion) (Effective Portion) Three Months Ended Three Months Ended Derivatives Designated in June 30, June 30, Cash Flow Hedging Relationship 2016 2015 2016 2015 Interest rate swaps $ $ Interest expense $ — $ — Interest rate cap — Interest expense — — Total $ $ $ — $ — Amount of Gain (Loss) Location of Gain (Loss) Amount of Gain (Loss) Recognized in Reclassified from Reclassified from Other Comprehensive Accumulated Other Other Comprehensive Income on Derivatives Comprehensive Income into Income into Income (Effective Portion) Income (Effective Portion) (Effective Portion) Six Months Ended Six Months Ended Derivatives Designated in June 30, June 30, Cash Flow Hedging Relationship 2016 2015 2016 2015 Interest rate swaps $ $ Interest expense $ — $ — Interest rate cap — Interest expense — — Total $ $ $ — $ — The amount of gain (loss) recognized in income as ineffectiveness for derivatives designated in cash flow hedging relationships was $0 for the three and six months ended June 30, 2016 and 2015 . Derivatives Not Accounted for as Hedges The Partnership utilizes petroleum and ethanol commodity contracts, natural gas commodity contracts and foreign currency derivatives to hedge price and currency risk in certain commodity inventories and physical forward contracts. Petroleum and Ethanol Commodity Contracts The Partnership uses exchange-traded derivative contracts to hedge price risk in certain commodity inventories which do not qualify for fair value hedge accounting or are not designated by the Partnership as fair value hedges. Additionally, the Partnership uses exchange-traded derivative contracts, and occasionally financial forward and OTC swap agreements, to hedge commodity price exposure associated with its physical forward contracts which are not designated by the Partnership as cash flow hedges. These physical forward contracts, to the extent they meet the definition of a derivative, are considered OTC physical forwards and are reflected as derivative assets or derivative liabilities in the consolidated balance sheet. The related exchange-traded derivative contracts (and financial forward and OTC swaps, if applicable) are also reflected as brokerage margin deposits (and derivative assets or derivative liabilities, if applicable) in the consolidated balance sheet, thereby creating an economic hedge. Changes in fair value of these derivative instruments are recognized in the consolidated statement of operations through cost of sales. These exchange-traded derivatives are settled on a daily basis by the Partnership through brokerage margin accounts. While the Partnership seeks to maintain a position that is substantially balanced within its commodity product purchase and sale activities, it may experience net unbalanced positions for short periods of time as a result of variances in daily purchases and sales and transportation and delivery schedules as well as other logistical issues inherent in the business, such as weather conditions. In connection with managing these positions, the Partnership is aided by maintaining a constant presence in the marketplace. The Partnership also engages in a controlled trading program for up to an aggregate of 250,000 barrels of commodity products at any one point in time. Changes in fair value of these derivative instruments are recognized in the consolidated statement of operations through cost of sales. Natural Gas Commodity Contracts The Partnership uses physical forward purchase contracts to hedge price risk associated with the marketing and selling of natural gas to third-party users. These physical forward purchase commitments for natural gas are typically executed when the Partnership enters into physical forward sale commitments of product for physical delivery. These physical forward contracts, to the extent they meet the definition of a derivative, are reflected as derivative assets and derivative liabilities in the consolidated balance sheet. Changes in fair value of the forward purchase and sale commitments are recognized in the consolidated statement of operations through cost of sales. Foreign Currency Contracts The Partnership uses forward foreign currency contracts to hedge certain foreign denominated (Canadian) commodity product purchases. These forward foreign currency contracts are not designated by the Partnership as hedges and are reflected as prepaid expenses and other current assets or accrued expenses and other current liabilities in the consolidated balance sheets. Changes in fair values of these forward foreign currency contracts are reflected in cost of sales. The following table presents the gains and losses from the Partnership’s derivative instruments not involved in a hedging relationship recognized in the consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 (in thousands): Statement of Gain (Loss) Three Months Ended Six Months Ended Derivatives not designated as Recognized in June 30, June 30, hedging instruments Income on Derivatives 2016 2015 2016 2015 Commodity contracts Cost of sales $ $ $ $ Forward foreign currency contracts Cost of sales Total $ $ $ $ M argin Deposits All of the Partnership’s exchange-traded derivative contracts (designated and not designated) are transacted through clearing brokers. The Partnership deposits initial margin with the clearing brokers, along with variation margin, which is paid or received on a daily basis, based upon the changes in fair value of open futures contracts and settlement of closed futures contracts. Cash balances on deposit with clearing brokers and open equity are presented on a net basis within brokerage margin deposits in the consolidated balance sheets. Commodity Contract Derivative s and Other Derivative Activity The Partnership’s commodity contract derivatives and other derivative activity include: (i) exchange-traded derivative contracts that are hedges against inventory and either do not qualify for hedge accounting or are not designated in a hedge accounting relationship, (ii) exchange-traded derivative contracts used to economically hedge physical forward contracts, (iii) financial forward and OTC swap agreements used to economically hedge physical forward contracts and (iv) the derivative instruments under the Partnership’s controlled trading program. The Partnership does not take the normal purchase and sale exemption available under ASC 815 for its physical forward contrac ts. The following table presents the fair value of each classification of the Partnership’s derivative instruments and its location in the consolidated balance sheets at June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ $ $ Forward derivative contracts (1) Derivative assets — Forward foreign currency contracts Other assets — Total asset derivatives $ $ $ Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ $ $ Forward derivative contracts (1) Derivative liabilities — Interest rate swap contracts Other long-term liabilities — Total liability derivatives $ $ $ December 31, 2015 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ $ $ Forward derivative contracts (1) Derivative assets — Forward foreign currency contracts Other assets — Total asset derivatives $ $ $ Liability Derivatives: Forward derivative contracts (1) Derivative liabilities $ — $ $ Interest rate swap contracts Other long-term liabilities — Total liability derivatives $ — $ $ (1) Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps. Credit Risk The Partnership’s derivative financial instruments do not contain credit risk related to other contingent features that could cause accelerated payments when these financial instruments are in net liability positions. The Partnership is exposed to credit loss in the event of nonperformance by counterparties to the Partnership’s exchange-traded and OTC derivative contracts, but the Partnership has no current reason to expect any material nonperformance by any of these counterparties. Exchange-traded derivative contracts, the primary derivative instrument utilized by the Partnership, are traded on regulated exchanges, greatly reducing potential credit risks. The Partnership utilizes primarily three clearing brokers, all major financial institutions, for all New York Mercantile Exchange (“NYMEX”), Chicago Mercantile Exchange (“CME”) and Intercontinental Exchange (“ICE”) derivative transactions and the right of offset exists with these financial institutions under master netting agreements. Accordingly, the fair value of the Partnership’s exchange-traded derivative instruments is presented on a net basis in the consolidated balance sheets. Exposure on OTC derivatives is limited to the amount of the recorded fair value as of the balance sheet dates. |
Debt and Financing Obligations
Debt and Financing Obligations | 6 Months Ended |
Jun. 30, 2016 | |
Debt and Financing Obligations | |
Debt and Financing Obligations | Note 6. Debt and Financing Obligation s Credit Agreement Certain subsidiaries of the Partnership, as borrowers, and the Partnership and certain of its subsidiaries, as guarantors, have a senior secured credit facility (the “Credit Agreement”). On February 24, 2016, the Partnership entered into the fifth amendment to the Credit Agreement (the “Fifth Amendment”) which reflects, among other things, the Partnership’s voluntary election to reduce its working capital revolving credit facility from $1.0 billion to $900.0 million and its revolving credit facility from $775.0 million to $575.0 million, for a total available commitment of $1.475 billion. The Credit Agreement will mature on April 30, 2018. As of June 30, 2016 , the two facilities under the Credit Agreement included: · a working capital revolving credit facility to be used for working capital purposes and letters of credit in the principal amount equal to the lesser of the Partnership’s borrowing base and $900.0 million; and · a $575.0 million revolving credit facility to be used for acquisitions, joint ventures, capital expenditures, letters of credit and general corporate purposes. In addition, the Credit Agreement has an accordion feature whereby the Partnership may request on the same terms and conditions of its then-existing credit agreement, provided no Event of Default (as defined in the Credit Agreement) then exists, an increase to the working capital revolving credit facility , the revolving credit facility , or both, by up to another $300.0 million, in the aggregate, for a total credit facility of up to $1.775 billion. The Partnership cannot provide assurance, however, that its lending group will agree to fund any request by the Partnership for additional amounts in excess of the total available commitments of $1.475 billion. In addition, the Credit Agreement includes a swing line pursuant to which Bank of America, N.A., as the swing line lender, may make swing line loans in U.S. Dollars in an aggregate amount equal to the lesser of (a) $50.0 million and (b) the Aggregate WC Commitments (as defined in the Credit Agreement). Swing line loans will bear interest at the Base Rate (as defined in the Credit Agreement). The swing line is a sub-portion of the working capital revolving credit facility and is not an addition to the total available commitments of $1.475 billion. Pursuant to the Credit Agreement, and in connection with any agreement by and between a Loan Party and a Lender (as such terms are defined in the Credit Agreement) or affiliate thereof (an “AR Buyer”), a Loan Party may sell certain of its accounts receivables to an AR Buyer. The Loan Parties are permitted to sell or transfer any account receivable to an AR Buyer only pursuant to the provisions provided in the Credit Agreement. To date, the level of receivables sold has not been significant, and the Partnership has accounted for such transfers as sales pursuant to ASC 860, “Transfers and Servicing.” Due to the short term nature of the receivables sold to date, no servicing obligation has been recorded because it would have been de minimis. Availability under the working capital revolving credit facility is subject to a borrowing base which is redetermined from time to time based on specific advance rates on eligible current assets. Under the Credit Agreement, borrowings under the working capital revolving credit facility cannot exceed the then current borrowing base. Availability under the borrowing base may be affected by events beyond the Partnership’s control, such as changes in petroleum product prices, collection cycles, counterparty performance, advance rates and limits and general economic conditions. These and other events could require the Partnership to seek waivers or amendments of covenants or alternative sources of financing or to reduce expenditures. The Partnership can provide no assurance that such waivers, amendments or alternative financing could be obtained or, if obtained, would be on terms acceptable to the Partnership. Borrowings under the working capital revolving credit facility bear interest at (1) the Eurocurrency rate plus 2.00% to 2.50% , (2) the cost of funds rate plus 2.00% to 2.50% , or (3) the base rate plus 1.00% to 1.50% , each depending on the Utilization Amount (as defined in the Credit Agreement). Pursuant to the Fifth Amendment, borrowings under the revolving credit facility bear interest at (1) the Eurocurrency rate plus 2.25% to 3.50% , (2) the cost of funds rate plus 2.25% to 3.50% , or (3) the base rate plus 1.25% to 2.50% , each depending on the Combined Total Leverage Ratio (as defined in the Credit Agreement). The average interest rates for the Credit Agreement were 3.5% and 3.4% for the three months ended June 30, 2016 and 2015 , respectively, and 3.7% and 3.4% for the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016 , the Partnership had one interest rate swap which was used to hedge the variability in interest payments under the Credit Agreement due to changes in LIBOR rates. See Note 5 for additional information. The Credit Agreement provides for a letter of credit fee equal to the then applicable working capital rate or then applicable revolver rate (each such rate as defined in the Credit Agreement) per annum for each letter of credit issued. In addition, the Partnership incurs a commitment fee on the unused portion of each facility under the Credit Agreement, ranging from 0.375% to 0.50% per annum. The Partnership classifies a portion of its working capital revolving credit facility as a current liability and a portion as a long-term liability. The portion classified as a long-term liability represents the amounts expected to be outstanding during the entire year based on an analysis of historical daily borrowings under the working capital revolving credit facility, the seasonality of borrowings, forecasted future working capital requirements and forward product curves , and because the Partnership has a multi-year, long-term commitment from its bank group. Accordingly, at June 30, 2016 , the Partnership estimated working capital revolving credit facility borrowings will equal or exceed $150.0 million over the next 12 months and, therefore, classified $218.8 million as the current portion at June 30, 2016 , representing the amount the Partnership expects to pay down over the next 12 months. The long-term portion of the working capital revolving credit facility was $150.0 million and $150.0 million at June 30, 2016 and December 31, 2015 , respectively, and the current portion was $218.8 million and $98.1 million at June 30, 2016 and December 31, 2015 , respectively. The increase in total borrowings under the working capital revolving credit facility of $120.7 million from December 31, 2015 was primarily due to cash used in operating assets and liabilities during the year. Inventory and accounts receivable increased due to higher prices, and accounts payable decreased as the Partnership exited the heating season. Lower crude oil volume also contributed to the decline in accounts payable. As of June 30, 2016 , the Partnership had total borrowings outstanding under the Credit Agreement of $582.2 million, including $213.4 million outstanding on the revolving credit facility. In addition, the Partnership had outstanding letters of credit of $66.9 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was $825.9 million and $1.2 billion at June 30, 2016 and December 31, 2015 , respectively. The Credit Agreement is secured by substantially all of the assets of the Partnership and the Partnership’s wholly owned subsidiaries and is guaranteed by the Partnership and its subsidiaries with the exception of Basin Transload. The Credit Agreement imposes certain requirements on the borrowers including, for example, a prohibition against distributions if any potential default or Event of Default (as defined in the Credit Agreement) would occur as a result thereof, and certain limitations on the Partnership’s ability to grant liens, make certain loans or investments, incur additional indebtedness or guarantee other indebtedness, make any material change to the nature of the Partnership’s business or undergo a fundamental change, make any material dispositions, acquire another company, enter into a merger, consolidation, sale leaseback transaction or purchase of assets or make capital expenditures in excess of specified levels. The Credit Agreement imposes financial covenants that require the Partnership to maintain certain minimum working capital amounts, a minimum combined interest coverage ratio, a maximum senior secured leverage ratio and a maximum total leverage ratio. The Fifth Amendment amended the definition of “Total Combined Leverage Ratio” to permit for an increased maximum ratio of 5.50:1 .00 through the first quarter of 2017 and 5.0:1.00 thereafter. The Partnership was in compliance with the foregoing covenants at June 30, 2016 . The Credit Agreement also contains a representation whereby there can be no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement). In addition, the Credit Agreement limits distributions by the Partnership to its unitholders to the amount of Available Cash (as defined in the Partnership’s partnership agreement). 6.25% Senior Notes On June 19, 2014, the Partnership and GLP Finance Corp. (“GLP Finance” and, together with the Partnership, the “Issuers”) entered into a Purchase Agreement (the “Purchase Agreement”) with the Initial Purchasers (as defined therein) (the “Initial Purchasers”) pursuant to which the Issuers agreed to sell $375.0 million aggregate principal amount of the Issuers’ 6.25% senior notes due 2022 (the “6.25% Notes”) to the Initial Purchasers in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The 6.25% Notes were resold by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. The Purchase Agreement contained customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers and the subsidiary guarantors, on one hand, and the Initial Purchasers, on the other, agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. In addition, the Purchase Agreement required the execution of a registration rights agreement, described below, relating to the 6.25% Notes. Closing of the offering occurred on June 24, 2014. Indenture In connection with the private placement of the 6.25% Notes on June 24, 2014, the Issuers and the subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, entered into an indenture (the “Indenture”). The 6.25% Notes mature on July 15, 2022 with interest accruing at a rate of 6.25% per annum and payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2015. The 6.25% Notes are guaranteed on a joint and several senior unsecured basis by each of the Issuers and the subsidiary guarantors to the extent set forth in the Indenture. Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the 6.25% Notes may declare the 6.25% Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Partnership, any restricted subsidiary of the Partnership that is a significant subsidiary or any group of its restricted subsidiaries that, taken together, would constitute a significant subsidiary of the Partnership, will automatically cause the 6.25% Notes to become due and payable. The Issuers have the option to redeem up to 35% of the 6.25% Notes prior to July 15, 2017 at a redemption price (expressed as a percentage of principal amount) of 106.25% plus accrued and unpaid interest, if any. The Issuers have the option to redeem the 6.25% Notes, in whole or in part, at any time on or after July 15, 2017, at the redemption prices of 104.688% for the twelve-month period beginning on July 15, 2017, 103.125% for the twelve-month period beginning July 15, 2018, 101.563% for the twelve-month period beginning July 15, 2019, and 100.0% beginning on July 15, 2020 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption. In addition, before July 15, 2017, the Issuers may redeem all or any part of the 6.25% Notes at a redemption price equal to the sum of the principal amount thereof, plus a make whole premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date. The holders of the notes may require the Issuers to repurchase the 6.25% Notes following certain asset sales or a Change of Control (as defined in the Indenture) at the prices and on the terms specified in the Indenture. The Indenture contains covenants that will limit the Partnership’s ability to, among other things, incur additional indebtedness and issue preferred securities, make certain dividends and distributions, make certain investments and other restricted payments, restrict distributions by its subsidiaries, create liens, enter into sale-leaseback transactions, sell assets or merge with other entities. Events of default under the Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 6.25% Notes, (ii) breach of the Partnership’s covenants under the Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of the Partnership or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $15.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $15.0 million. Registration Rights Agreement On June 24, 2014, the Issuers and the subsidiary guarantors entered into a registration rights agreement (the “Registration Rights Agreement”) with the Initial Purchasers in connection with the Issuers’ private placement of the 6.25% Notes. Under the Registration Rights Agreement, the Issuers and the subsidiary guarantors agreed to file and use commercially reasonable efforts to cause to become effective a registration statement relating to an offer to exchange the 6.25% Notes for an issue of SEC-registered notes with terms identical to the 6.25% Notes (except that the exchange notes are not subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with the Registration Rights Agreement) that are registered under the Securities Act so as to permit the exchange offer to be consummated by the 360th day after June 24, 2014. The exchange offer was completed on April 21, 2015, and 100% of the 6.25% Notes were exchanged for SEC-registered notes. 7.00% Senior Notes On June 1, 2015, the Issuers entered into a Purchase Agreement (the “7.00% Notes Purchase Agreement”) with the Initial Purchasers (as defined therein) (the “7.00% Notes Initial Purchasers”) pursuant to which the Issuers agreed to sell $300.0 million aggregate principal amount of the Issuers’ 7.00% senior notes due 2023 (the “7.00% Notes”) to the 7.00% Notes Initial Purchasers in a private placement exempt from the registration requirements under the Securities Act. The 7.00% Notes were resold by the 7.00% Notes Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. The 7.00% Notes Purchase Agreement contained customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers and the subsidiary guarantors, on one hand, and the 7.00% Notes Initial Purchasers, on the other, agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. In addition, the 7.00% Notes Purchase Agreement required the execution of a registration rights agreement, described below, relating to the 7.00% Notes. Closing of the offering occurred on June 4, 2015. Indenture In connection with the private placement of the 7.00% Notes on June 4, 2015 the Issuers and the subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, entered into an indenture (the “7.00% Notes Indenture”). The 7.00% Notes will mature on June 15, 2023 with interest accruing at a rate of 7.00% per annum and payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2015. The 7.00% Notes are guaranteed on a joint and several senior unsecured basis by each of the Issuers and the subsidiary guarantors to the extent set forth in the 7.00% Notes Indenture. Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the 7.00% Notes may declare the 7.00% Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Partnership, any restricted subsidiary of the Partnership that is a significant subsidiary or any group of its restricted subsidiaries that, taken together, would constitute a significant subsidiary of the Partnership, will automatically cause the 7.00% Notes to become due and payable. The Issuers will have the option to redeem up to 35% of the 7.00% Notes prior to June 15, 2018 at a redemption price (expressed as a percentage of principal amount) of 107.00% plus accrued and unpaid interest, if any. The Issuers have the option to redeem the 7.00% Notes, in whole or in part, at any time on or after June 15, 2018, at the redemption prices of 105.250% for the twelve-month period beginning June 15, 2018, 103.500% for the twelve-month period beginning June 15, 2019, 101.750% for the twelve-month period beginning June 15, 2020, and 100.0% beginning June 15, 2021 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption. In addition, before June 15, 2018, the Issuers may redeem all or any part of the 7.00% Notes at a redemption price equal to the sum of the principal amount thereof, plus a make whole premium, plus accrued and unpaid interest, if any, to the redemption date. The holders of the 7.00% Notes may require the Issuers to repurchase the 7.00% Notes following certain asset sales or a Change of Control (as defined in the 7.00% Notes Indenture) at the prices and on the terms specified in the 7.00% Notes Indenture. The 7.00% Notes Indenture contains covenants that will limit the Partnership’s ability to, among other things, incur additional indebtedness and issue preferred securities, make certain dividends and distributions, make certain investments and other restricted payments, restrict distributions by its subsidiaries, create liens, enter into sale-leaseback transactions, sell assets or merge with other entities. Events of default under the 7.00% Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 7.00% Notes, (ii) breach of the Partnership’s covenants under the 7.00% Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of the Partnership or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million. Registration Rights Agreement On June 4, 2015, the Issuers and the subsidiary guarantors entered into a registration rights agreement (the “7.00% Notes Registration Rights Agreement”) with the 7.00% Notes Initial Purchasers in connection with the Issuers’ private placement of the 7.00% Notes. Under the 7.00% Notes Registration Rights Agreement, the Issuers and the subsidiary guarantors agreed to file and use commercially reasonable efforts to cause to become effective a registration statement relating to an offer to exchange the 7.00% Notes for an issue of SEC-registered notes with terms identical to the 7.00% Notes (except that the exchange notes are not subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with the 7.00% Notes Registration Rights Agreement) that are registered under the Securities Act so as to permit the exchange offer to be consummated by the 420 th day after June 4, 2015. The exchange offer was completed on October 22, 2015, and 100% of the 7.00% Notes were exchanged for SEC-registered notes. Financing Obligations Capitol Acquisition In connection with the Capitol acquisition on June 1, 2015 (see Note 2), the Partnership assumed a financing obligation of $89.6 million associated with two sale-leaseback transactions by Capitol for 53 leased sites that did not meet the criteria for sale accounting. During the term of these leases, which expire in May 2028 and September 2029, in lieu of recognizing lease expense for the lease rental payments, the Partnership incurs interest expense associated with the financing obligation. Interest expense of approximately $2.4 million and $0.8 million was recorded for the three months ended June 30, 2016 and 2015, respectively, and $4.8 million and $0.8 million was recorded for the six months ended June 30, 2016 and 2015, respectively, and is included in interest expense in the accompanying statements of operations. The financing obligation will amortize through expiration of the lease based upon the lease rental payments which were $2.4 million and $0.8 million for the three months ended June 30, 2016 and 2015, respectively, and $4.7 million and $0.8 million for the six months ended June 30, 2016 and 2015, respectively. The financing obligation balance outstanding at June 30, 2016 was $89.9 million associated with the Capitol acquisition. Sale Leaseback Transaction On June 29, 2016, the Partnership, through its wholly owned subsidiaries, Global Companies, GMG and Alliance, and Alliance’s wholly owned subsidiary, Bursaw, sold to a premier institutional real estate investor (the “Buyer”) real property assets, including the buildings, improvements and appurtenances thereto, at 30 gasoline stations and convenience stores located in Connecticut, Maine, Massachusetts, New Hampshire and Rhode Island (the “Sale Leaseback Sites”) for a purchase price of approximately $63.5 million. In connection with the sale, the Partnership entered into a Master Unitary Lease Agreement with the Buyer to lease back the real property assets sold with respect to the Sale Leaseback Sites (such Master Lease Agreement, together with the Sale Leaseback Sites, the “Sale Leaseback Transaction”). The Master Unitary Lease Agreement provides for an initial term of fifteen years that expires in 2031. The Partnership has one successive option to renew the lease for a ten -year period followed by two successive options to renew the lease for five -year periods on the same terms, covenants, conditions and rental as the primary non-revocable lease term. The Partnership does not have any residual interest nor the option to repurchase any of the sites at the end of the lease term. Th e proceeds from the Sale Leaseback Transaction were used to reduce indebtedness outstanding under the Partnership’s revolving credit facility. The sale did not meet the criteria for sale accounting as of June 30, 2016 due to prohibited continuing involvement. Specifically, the sale is considered a partial-sale transaction, which is a form of continuing involvement as the Partnership did not transfer to the Buyer the storage tank systems which are considered integral equipment of the Sale Leaseback Sites. Additionally, a portion of the sold sites have material sub-lease arrangements, which is also a form of continuing involvement. As the sale of the Sale-Leaseback Sites did not meet the criteria for sale accounting, the Partnership did not recognize a gain or loss on the sale of the Sale Leaseback Sites for the three and six months ended Jun e 30, 2016, respectively. As a result of not meeting the criteria for sale accounting for these sites, the Sale Leaseback Transaction is accounted for as a financing arrangement. As such, the property and equipment sold and leased back by the Partnership has not been derecognized and will continue to be depreciated. The Partnership recognized a corresponding financing obligation of $62.5 million equal to the $63.5 million cash proceeds received for the sale of these sites, net of $1.0 million financing fees. During the term of the lease, which expires in June 2031, in lieu of recognizing lease expense for the lease rental payments, the Partnership will incur interest expense associated with the financing obligation. Lease rental payments will be recognized as both interest expense and a reduction of the principal balance associated with the financing obligation. Interest expense and lease rental payments were immaterial for the three and six months ended June 30, 2016. The financing obligation balance outstanding at June 30, 2016 was $62.5 million associated with the Sale Leaseback Transaction. The following provides future minimum lease payments, which are subject to annual adjustments based on a consumer price index based calculation, for the non-cancelable operating lease for each of the next five years ending December 31: 2016 (7/1/16 - 12/31/16) $ 2017 2018 2019 2020 Thereafter Total $ The following provides future minimum sublease rentals from third-party tenants of the sold Sale Leaseback Sites for each of the next five years ending December 31: 2016 (7/1/16 - 12/31/16) $ 2017 2018 2019 2020 Total $ Total rental income from third - party tenants of the sold Sale Leaseback Sites was immaterial for the three and six months ended June 30, 2016. Deferred Financing Fees The Partnership incurs bank fees related to its Credit Agreement and other financing arrangements. These deferred financing fees are capitalized and amortized over the life of the Credit Agreement or other financing arrangements. The Partnership capitalized additional financing fees of $1.0 million for each of the three and six months ended June 30, 2016, including recording, deed transfer, survey and legal fees associated with the financing obligation recognized as part of the Sale Leaseback Transaction. The Partnership had unamortized deferred financing fees of $17.2 million and $19.0 million at June 30, 2016 and December 31, 2015, respectively. Unamortized fees related to the Credit Agreement are included in other current assets and other long-term assets and amounted to $9.0 million and $11.2 million at June 30, 2016 and December 31, 2015, respectively. Unamortized fees related to the senior notes are presented as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, and amounted to $7.2 million and $7.8 million at June 30, 2016 and December 31, 2015, respectively. Unamortized fees related to the Sale-Leaseback Transaction are presented as a direct deduction from the carrying amount of the financing obligation and amounted to $1.0 million at June 30, 2016. On February 24, 2016, the Partnership voluntarily elected to reduce its working capital revolving credit facility from $1.0 billion to $900.0 million and its revolving credit facility from $775.0 million to $575.0 million. As a result, the Partnership incurred expenses of approximately $1.8 million associated with the write-off of a portion of its deferred financing fees. These expenses are included in interest expense in the accompanying statement of operations for the six months ended June 30, 2016. Amortization expense of approximately $1.5 million and $1.4 million for the three months ended June 30, 2016 and 2015 , respectively, and $2.9 million and $2.9 million for the six months ended June 30, 2016 and 2015, respectively, is included in interest expense in the accompanying consolidated statements of operati ons. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions | |
Related Party Transactions | Note 7. Related Party Transactions The Partnership was a party to an exclusive Second Amended and Restated Terminal Storage Rental and Throughput Agreement, as amended (the “Terminal Storage Rental and Throughput Agreement”), with GPC, an affiliate of the Partnership that is 100% owned by members of the Slifka family, with respect to the Revere Terminal in Revere, Massachusetts. On January 14, 2015, the Partnership acquired the Revere Terminal from GPC and related entities, and the Terminal Storage Rental and Throughput Agreement was terminated. Prior to the acquisition, the agreement was accounted for as an operating lease. The expenses under this agreement totaled $0.8 million for the six months ended June 30, 2015. The Partnership was a party to an Amended and Restated Services Agreement with GPC, whereby GPC provided certain terminal operating management services to the Partnership and used certain administrative, accounting and information processing services of the Partnership. The expenses from these services totaled approximately $8,000 for the six months ended June 30, 2015 . On March 11, 2015, the Partnership entered into the following amendments and restatements to its shared services agreements: (i) Global Companies entered into an Amended and Restated Services Agreement with AE Holdings Corp. (the “AE Holdings Amended and Restated Services Agreement”), and (ii) certain of the Partnership’s subsidiaries entered into a Second Amended and Restated Services Agreement with GPC (the “GPC Second Amended and Restated Services Agreement”). Under the AE Holdings Amended and Restated Services Agreement, the Partnership provided AE Holdings with certain tax, accounting, treasury and legal support services for which AE Holdings paid the Partnership an aggregate of $15,000 per year in equal monthly installments until it was voluntarily dissolved effective on July 10, 2015. Under the GPC Second Amended and Restated Services Agreement, GPC no longer provides the Partnership with terminal, environmental and operational support services, but the Partnership continues to provide GPC with certain tax, accounting, treasury, legal, information technology, human resources and financial operations support services for which GPC pays the Partnership a monthly services fee at an agreed amount subject to the approval by the Conflicts Committee of the board of directors of the General Partner. The GPC Second Amended and Restated Services Agreement is for an indefinite term and any party may terminate some or all of the services upon ninety (90) days’ advanced written notice. As of June 30, 2016 , no such notice of termination was given by GPC. The General Partner employs substantially all of the Partnership’s employees, except for most of its gasoline station and convenience store employees, who are employed by GMG. The Partnership reimburses the General Partner for expenses incurred in connection with these employees. These expenses, including payroll, payroll taxes and bonus accruals, were $22.9 million and $26.8 million for the three months ended June 30, 2016 and 2015 , respectively, and $48.6 million and $56.2 million for the six months ended June 30, 2016 and 2015, respectively. The Partnership also reimburses the General Partner for its contributions under the General Partner’s 401(k) S avings and Profit Sharing Plan s and the General Partner’s qualified and non-qualified pension plans. Receivables from the General Partner, which primarily include the Partnership’s prepayment of payroll taxes and payroll accruals to the General Partner, were $3.9 million and $2.6 million and recorded in accounts receivable-affiliates in the accompanying balance sheets at June 30, 2016 and December 31, 2015, respectively. |
Partners' Equity and Cash Distr
Partners' Equity and Cash Distributions | 6 Months Ended |
Jun. 30, 2016 | |
Partners' Equity and Cash Distribution | |
Partners' Equity and Cash Distributions | Note 8. Partners’ Equity and Cash Distributions Partners’ Equity Partners’ equity at June 30, 2016 consisted of 33,995,563 common units issued, including 7,434,775 common units held by affiliates of the General Partner, including directors and executive officers, collectively representing a 99.33% limited partner interest in the Partnership, and 230,303 general partner units representing a 0.67% general partner interest in the Partnership. There have been no changes to partners’ equity during the six months ended June 30, 2016. Cash Distributions The Partnership intends to make cash distributions to unitholders on a quarterly basis, although there is no assurance as to the future cash distributions since they are dependent upon future earnings, capital requirements, financial condition and other factors. The Credit Agreement prohibits the Partnership from making cash distributions if any potential default or Event of Default, as defined in the Credit Agreement, occurs or would result from the cash distribution. The indentures governing the Partnership’s outstanding senior notes also limit the Partnership’s ability to make distributions to its unitholders in certain circumstances. Within 45 days after the end of each quarter, the Partnership will distribute all of its Available Cash (as defined in its partnership agreement) to unitholders of record on the applicable record date. The amount of Available Cash is all cash on hand on the date of determination of Available Cash for the quarter, less the amount of cash reserves established by the General Partner to provide for the proper conduct of the Partnership’s business, to comply with applicable law, any of the Partnership’s debt instruments, or other agreements or to provide funds for distributions to unitholders and the General Partner for any one or more of the next four quarters. The Partnership will make distributions of Available Cash from distributable cash flow for any quarter in the following manner: 99.33% to the common unitholders, pro rata, and 0.67% to the General Partner, until the Partnership distributes for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; and thereafter, cash in excess of the minimum quarterly distribution is distributed to the unitholders and the General Partner based on the percentages as provided below. As holder of the IDRs, the General Partner is entitled to incentive distributions if the amount that the Partnership distributes with respect to any quarter exceeds specified target levels shown below : Marginal Percentage Total Quarterly Distribution Interest in Distributions Target Amount Unitholders General Partner First Target Distribution up to $0.4625 % % Second Target Distribution above $0.4625 up to $0.5375 % % Third Target Distribution above $0.5375 up to $0.6625 % % Thereafter above $0.6625 % % The Partnership paid the following cash distributions during 2016 (in thousands, except per unit data): Earned for the Per Unit Cash Distribution Quarter Cash Common General Incentive Total Cash Payment Date Ended Distribution Units Partner Distribution Distribution 2/16/2016 12/31/15 $ $ $ $ — $ 5/16/2016 03/31/16 — In addition , on July 27, 2016, the board of directors of the General Partner declared a quarterly cash distribution of $0 .4625 per unit ( $1.85 per unit on an annualized basis) on all of its outstanding common units for the period from April 1, 2016 through June 30, 2016 to the Partnership’s unitholders of record as of the close of business on August 8, 201 6. |
Unitholders' Equity
Unitholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Unitholders' Equity | |
Unitholders' Equity | Note 9. Unitholders’ Equity Equity Offering On June 11, 2015, the Partnership entered into an underwriting agreement relating to the public offering of 3,000,000 common units at a price to the public of $38.12 per common unit. On June 16, 2015, the Partnership completed the offering, and the net proceeds of approximately $109.3 million (after deducting underwriting discounts and estimated expenses) were used to reduce indebtedness outstanding under the Partnership’s revolving credit facility. At-the-Market Offering Program On May 19, 2015, the Partnership entered into an equity distribution agreement pursuant to which the Partnership may sell from time to time through its sales agents, following a standard due diligence effort, the Partnership’s common units having an aggregate offering price of up to $50.0 million. Sales of the common units, if any, will be made by any method permitted by law deemed to be an “at-the-market” offering, including ordinary brokers’ transactions through the facilities of the New York Stock Exchange, to or through a market maker, or directly on or through an electronic communication network, a “dark pool” or any similar market venue, at market prices, in block transactions, or as otherwise agreed upon by the Partnership and one or more of its sales agents. The Partnership may also sell common units to one or more of its sales agents as principal for its own account at a price to be agreed upon at the time of sale. Any sale of common units to a sales agent as principal would be pursuant to the terms of a separate agreement between the Partnership and such sales agent. The Partnership intends to use the net proceeds from any sales pursuant to the at-the-market offering program, after deducting the sales agents’ commissions and the Partnership’s offering expenses, for general partnership purposes, which may include, among other things, repayment of indebtedness, acquisitions and capital expenditures. The sales agents and/or affiliates of each of the sales agents have, from time to time, performed, and may in the future perform, various financial advisory and commercial and investment banking services for the Partnership and its affiliates, for which they have received and in the future will receive customary compensation and expense reimbursement. Affiliates of the sales agents are lenders under the Partnership’s credit facility and, accordingly, may receive a portion of the net proceeds from this offering if and to the extent any proceeds are used to reduce outstanding borrowings under the Partnership’s credit facility. As of June 30, 2016 , no common units were sold by the Partnership pursuant to the at-the-market offering progra m. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting | |
Segment Reporting | Note 10. Segment Reporting The Partnership engages in the purchasing, selling, storing and logistics of transporting petroleum and related products, including domestic and Canadian crude oil, gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, natural gas and propane. The Partnership also receives revenue from convenience store sales and gasoline station rental income. The Partnership’s operating segments are based upon the revenue sources for which discrete financial information is reviewed by the chief operating decision maker (the “CODM”) and include Wholesale, GDSO and Commercial. Each of these operating segments generates revenues and incurs expenses and is evaluated for operating performance on a regular basis. These operating segments are also the Partnership’s reporting segments based on the way the CODM manages the business and on the similarity of customers and expected long-term financial performance of each segment. For the three and six months ended June 30, 2016 and 2015 , the Commercial operating segment did not meet the quantitative metrics for disclosure as a reportable segment on a stand-alone basis as defined in accounting guidance related to segment reporting. However, the Partnership has elected to present segment disclosures for the Commercial operating segment as management believes such disclosures are helpful to the user of the Partnership’s financial information. The accounting policies of the segments are the same as those described in Note 2, “Summary of Significant Accounting Policies,” in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 . In the Wholesale reporting segment, the Partnership sells branded and unbranded gasoline and gasoline blendstocks and diesel to wholesale distributors. The Partnership transports these products by railcars, barges and/or pipelines pursuant to spot or long ‑term contracts. The Partnership aggregates crude oil by truck or pipeline in the mid-continent region of the United States and Canada, transports it by train and ships it by barge to refiners on the East Coast. The Partnership sells home heating oil, diesel, kerosene, residual oil and propane to home heating oil and propane retailers and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline and distillates at bulk terminals and inland storage facilities that the Partnership owns or controls or with which it has throughput or exchange arrangements. Additionally, ethanol is shipped primarily by rail and by barge. In the GDSO reporting segment, gasoline distribution includes sales of branded and unbranded gasoline to gasoline station operators and sub jobbers. Station operations include (i) convenience stores, (ii) rental income from gasoline stations leased to dealers, from commissioned agents and from cobranding arrangements and (iii) sundries (such as car wash sales, lottery and ATM commissions). In the Commercial segment, the Partnership includes sales and deliveries to end user customers in the public sector and to large commercial and industrial end users of unbranded gasoline, home heating oil, diesel, kerosene, residual oil, bunker fuel and natural gas. In the case of public sector commercial and industrial end user customers, the Partnership sells products primarily either through a competitive bidding process or through contracts of various terms. The Partnership generally arranges for the delivery of the product to the customer’s designated location, and the Partnership responds to publicly-issued requests for product proposals and quotes. The Commercial segment also includes sales of custom blended fuels delivered by barges or from a terminal dock to ships through bunkering activity. The Partnership evaluates segment performance based on product margins before allocations of corporate and indirect operating costs, depreciation, amortization (including non-cash charges) and interest. Based on the way the CODM manages the business, it is not reasonably possible for the Partnership to allocate the components of operating costs and expenses among the reportable segments . Summarized financial information for the Partnership’s reportable segments is presented in the table below (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Wholesale Segment: Sales Gasoline and gasoline blendstocks $ $ $ $ Crude oil (1) Other oils and related products (2) Total $ $ $ $ Product margin Gasoline and gasoline blendstocks $ $ $ $ Crude oil (1) Other oils and related products (2) Total $ $ $ $ Gasoline Distribution and Station Operations Segment: Sales Gasoline $ $ $ $ Station operations (3) Total $ $ $ $ Product margin Gasoline $ $ $ $ Station operations (3) Total $ $ $ $ Commercial Segment: Sales $ $ $ $ Product margin $ $ $ $ Combined sales and Product margin: Sales $ $ $ $ Product margin (4) $ $ $ $ Depreciation allocated to cost of sales Combined gross profit $ $ $ $ (1) Crude oil consists of the Partnership’s crude oil sales and revenue from its logistics activities. (2) Other oils and related products primarily consist of distillates, residual oil and propane. (3) Station operations primarily consist of convenience store sales and rental income. (4) Product margin is a non-GAAP financial measure used by management and external users of the Partnership’s consolidated financial statements to assess its business. The table above includes a reconciliation of product margin on a combined basis to gross profit, a directly comparable GAAP measure. Approximately 121 million gallons and 115 million gallons of the GDSO segment’s sales for the three months ended June 30, 2016 and 2015, respectively, and 232 million gallons and 226 million gallons of the GDSO segment’s sales for the six months ended June 30, 2016 and 2015, respectively, were supplied from petroleum products and renewable fuels sourced by the Wholesale segment. Except for natural gas, predominantly all of the Commercial segment’s sales are sourced by the Wholesale segment. These intra-segment sales are not reflected as sales in the Wholesale segment as they are eliminated. A reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Combined gross profit $ $ $ $ Operating costs and expenses not allocated to operating segments: Selling, general and administrative expenses Operating expenses Amortization expense Net loss on sale and disposition of assets and impairment charges Total operating costs and expenses Operating income Interest expense Income tax benefit (expense) Net (loss) income Net loss (income) attributable to noncontrolling interest Net income attributable to Global Partners LP $ $ $ $ The Partnership’s foreign assets and foreign sales were immaterial as of and for the three and six months ended June 30, 2016 and 2015 . Segment Assets The Partnership’s terminal assets are allocated to the Wholesale and Commercial segments, and its acquired retail gasoline stations are allocated to the GDSO segment. Due to the commingled nature and uses of the remainder of the Partnership’s assets, it is not reasonably possible for the Partnership to allocate these assets among its reportable segments. The table below presents total assets by reportable segment at June 30, 2016 and December 31, 2015 (in thousands): Wholesale Commercial GDSO Unallocated Total June 30, 2016 $ $ $ $ $ December 31, 2015 $ $ $ $ $ |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property and Equipment | |
Property and Equipment | Note 11. Property and Equipment Property and equipment consisted of the following (in thousands): June 30, December 31, 2016 2015 Buildings and improvements $ $ Land Fixtures and equipment Construction in process Capitalized internal use software Total property and equipment Less accumulated depreciation Total $ $ Property and equipment includes assets held for sale of $44.7 million and $7.4 million at June 30, 2016 and December 31, 2015, respectively (see Note 15). Construction in process At June 30, 2016 and December 31, 2015 , construction in process included $30.5 million related to the Partnership’s ethanol plant acquired from Cascade Kelly Holdings LLC (“Cascade Kelly”) in 2013. The Partnership began taking steps to utilize this location by shifting the terminalling facility from crude oil to ethanol transloading. This measure was substantially related to cleaning of tanks and modifications to associated infrastructure, which commenced during the first quarter of 2016 and was completed early in the third quarter of 2016. Therefore, as of June 30, 2016 and December 31, 2015 , the recorded value of the ethanol plant was included in construction in process. After the plant has been successfully placed into service, depreciation will commence. Evaluation of Impairment The Partnership evaluates its assets for impairment on a quarterly basis. As a result of its analysis, an impairment of two discrete asset groups was required, and the Partnership recorded an impairment charge of $2.2 million for the three and six months ended June 30, 2016, which is included in net loss on sale and disposition of assets and impairment charges in the accompanying consolidated statements of operations. The Partnership recognized an impairment charge of $1.9 million associated with the long-lived assets used in supplying compressed natural gas (“CNG”) which is viewed as an alternative fuel to oil. The long-term recoverability of these assets has been adversely impacted by the decline in commodity prices and the cost differential between natural gas and oil. As oil has remained an attractive alternative to CNG due to lower oil prices, the related impact on the CNG operating and cash flows was determined to be an impairment indicator, resulting in the impairment of the CNG long-lived assets during the three and six months ended June 30, 2016. The method used for determining fair value of the CNG assets predominately relied on the market approach. The CNG assets are allocated to the Commercial segment. Additionally, the Partnership recognized an impairment charge of $0.3 million for the three and six months ended June 30, 2016 associated with the long-lived assets of one discrete GDSO site. The meth od used for determining fair value of th is GDSO site predominately relied on the market approach. At June 30, 2016, the Partnership had a $42.1 million remaining net book value of long-lived assets used at its crude oil transloading terminals in North Dakota. The long-term recoverability of these assets may be adversely impacted by a prolonged decline in crude oil prices or crude oil differentials. Over the long-term, if these market conditions remain, this may become an indicator of the potential impairment of these North Dakota assets in the future. The Partnership will monitor the pricing environment and the related impact this may have on the North Dakota operating and cash flows and whether this would constitute an impairment indicator . At June 30, 2016, the Partnership had a $66.2 million remaining net book value of long-lived assets used at its West Coast facility and had substantially complete d with the measures necessary to shift the facility from crude oil to ethanol transloading. The Partnership will need to take certain measures to prepare the facility for ethanol production to place the plant in service. If the Partnership is unable to generate cash flows to support the recoverability of the plant and facility assets, this may become an indicator of potential impairment. The Partnership will monitor the market for ethanol, the continued business development of this facility for either ethanol or crude oil transloading and the related impact this may have on the facility’s operating cash flows and whether this would constitute an impairment indicator. |
Environmental Liabilities, Asse
Environmental Liabilities, Asset Retirement Obligations and Renewable Identification Numbers | 6 Months Ended |
Jun. 30, 2016 | |
Environmental Liabilities and Renewable Identification Numbers (RINs) | |
Environmental Liabilities, Asset Retirement Obligations and Renewable Identification Numbers (RINs) | Note 12. Environmental Liabilities, Asset Retirement Obligations and Renewable Identification Numbers Environmental Liabilities The Partnership owns or leases properties where refined petroleum products, renewable fuels and crude oil are being or may have been handled. These properties and the refined petroleum products, renewable fuels and crude oil handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, the Partnership could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to clean up contaminated property arising from the release of liquids or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination. The Partnership maintains insurance of various types with varying levels of coverage that it considers adequate under the circumstances to cover its operations and properties. The insurance policies are subject to deductibles that the Partnership considers reasonable and not excessive. In addition, the Partnership has entered into indemnification agreements with various sellers in conjunction with several of its acquisitions. Allocation of a known environmental liability is an issue negotiated in connection with each of the Partnership’s acquisition transactions. In each case, the Partnership makes an assessment of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, the Partnership determines whether to, and the extent to which it will, assume liability for existing environmental conditions. In connection with the June 2015 acquisition of retail gasoline stations from Capitol, the Partnership assumed certain environmental liabilities, including future remediation activities required by applicable federal, state or local law or regulation at certain of the retail gasoline stations owned by Capitol. Certain environmental remediation obligations at most of the acquired retail gasoline station assets from Capitol are being funded by third parties who assumed certain liabilities in connection with Capitol’s acquisition of these assets from ExxonMobil Corporation (“ExxonMobil”) in 2009 and 2010 and, therefore, cost estimates for such obligations at these stations are not included in this estimate of liability to the Partnership . As a result, the Partnership initially recorded, on an undiscounted basis, a total environmental liability of approximately $0.3 million for those locations not covered by third parties. In connection with the January 2015 acquisition of the Revere Terminal, the Partnership assumed certain environmental liabilities, including certain ongoing environmental remediation efforts. As a result, the Partnership initially recorded, on an undiscounted basis, a total environmental liability of approximately $3.1 million. In connection with the January 2015 acquisition of Warren, the Partnership assumed certain environmental liabilities, including certain ongoing environmental remediation efforts at certain of the retail gasoline stations owned or leased by Warren and future remediation activities required by applicable federal, state or local law or regulation. As a result, the Partnership initially recorded, on an undiscounted basis, a total environmental liability of approximately $36.5 million. In connection with the December 2012 acquisition of six New England retail gasoline stations from Mutual Oil Company, the Partnership assumed certain environmental liabilities , including certain ongoing remediation efforts. As a result, the Partnership initially recorded, on an undiscounted basis, a total environmental liability of approximately $0.6 million. In connection with the March 2012 acquisition of Alliance , the Partnership assumed Alliance’s environmental liabilities, including ongoing environmental remediation at certain of the retail gasoline stations owned by Alliance and future remediation activities required by applicable federal, state or local law or regulation. Remedial action plans are in place, as may be applicable , with the state agencies regulating such ongoing remediation. Based on reports from environmental consultants , the Partnership’s estimated cost of the ongoing environmental remediation for which Alliance was responsible and future remediation activities required by applicable federal, state or local law or regulation is estimated to be approximately $16.1 million to be expended over an extended period of time. Certain environmental remediation obligations at the retail stations acquired by Alliance from ExxonMobil in 2011 are being funded by a third party who assumed the liability in connection with the Alliance/ExxonMobil transaction in 2011 and, therefore, cost estimates for such obligations at these stations are not included in this estimate. As a result, the Partnership initially recorded, on an undiscounted basis, total environmental liabilities of approximately $ 16.1 million. In connection with the September 2010 acquisition of retail gasoline stations from ExxonMobil, the Partnership assumed certain environmental liabilities, including ongoing environmental remediation at and monitoring activities at certain of the acquired sites and future remediation activities required by applicable federal, state or local law or regulation. Remedial action plans are in place with the applicable state regulatory agencies for the majority of these locations, including plans for soil and groundwater treatment systems at certain sites. Based on consultations with environmental consultants , the Partnership’s estimated cost of the remediation is expected to be approximately $30.0 million to be expended over an extended period of time. As a result, the Partnership initially recorded, on an undiscounted basis, total environmental liabilities of approximately $ 30.0 million. In connection with the June 2010 acquisition of three refined petroleum products terminals in Newburgh, New York, the Partnership assumed certain environmental liabilities, including certain ongoing remediation efforts. As a result, the Partnership initially recorded, on an undiscounted basis, a total environmental liability of approximately $1.5 million. In addition to the above-mentioned environmental liabilities related to the Partnership's retail gasoline stations, the Partnership retains some of the environmental obligations associated with certain gasoline stations that the Partnership has sold. The following table presents a summary roll forward of the Partnership’s environmental liabilities at June 30, 2016 (in thousands): Balance at Other Balance at December 31, Payments in Dispositions Adjustments June 30, Environmental Liability Related to: 2015 2016 2016 2016 2016 Retail gasoline stations $ $ $ $ $ Terminals — — Total environmental liabilities $ $ $ $ $ Current portion $ $ Long-term portion Total environmental liabilities $ $ The Partnership’s estimates used in these environmental liabilities are based on all known facts at the time and its assessment of the ultimate remedial action outcomes. Among the many uncertainties that impact the Partnership’s estimates are the necessary regulatory approvals for, and potential modification of, its remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment, relief of obligations through divestures of sites and the possibility of existing legal claims giving rise to additional claims. Dispositions generally represent relief of legal obligations through the sale of the related property with no retained obligation. Other adjustments generally represent changes in estimates for existing obligations or obligations associated with new sites. Therefore, although the Partnership believes that these environmental liabilities are adequate, no assurances can be made that any costs incurred in excess of these environmental liabilities or outside of indemnifications or not otherwise covered by insurance would not have a material adverse effect on the Partnership’s financial condition, results of operations or cash flows. Asset Retirement Obligations The Partnership is required to account for the legal obligations associated with the long-lived assets that result from the acquisition, construction, development or operation of long-lived assets. Such asset retirement obligations specifically pertain to the treatment of underground gasoline storage tanks (“USTs”) that exist in those states which statutorily require removal of the USTs at a certain point in time. Specifically, the Partnership’s retirement obligations consist of the estimated costs of removal and disposals of USTs. The liability for an asset retirement obligation is recognized on a discounted basis in the year in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying cost of the asset. The Partnership had approximately $8.1 million and $7.8 million in total asset retirement obligations at June 30, 2016 and December 31, 2015 , respectively, which are included in other long-term liabilities in the accompanying balance sheets. Renewable Identification Numbers ( RINs) A RIN is a serial number assigned to a batch of renewable fuel for the purpose of tracking its production, use and trading as required by the U.S. Environmental Protection Agency’s (“EPA”) Renewable Fuel Standard that originated with the Energy Policy Act of 2005 and modified by the Energy Independence and Security Act of 2007. To evidence that the required volume of renewable fuel is blended with gasoline and diesel motor vehicle fuels, obligated parties must retire sufficient RINs to cover their Renewable Volume Obligation (“RVO”). The Partnership’s EPA obligations relative to renewable fuel reporting are largely limited to the foreign gasoline that the Partnership may choose to import and a small amount of blending operations at certain facilities. As a wholesaler of transportation fuels through its terminals, the Partnership separates RINs from renewable fuel through blending with gasoline and can use those separated RINs to settle its RVO. While the annual compliance period for the RVO is a calendar year and the settlement of the RVO typically occurs by March 31 of the following year, the settlement of the RVO can occur, under certain EPA deferral actions, more than one year after the close of the compliance period. The Partnership’s Wholesale segment’s operating results may be sensitive to the timing associated with its RIN position relative to its RVO at a point in time, and the Partnership may recognize a mark-to-market liability for a shortfall in RINs at the end of each reporting period. To the extent that the Partnership does not have a sufficient number of RINs to satisfy the RVO as of the balance sheet date, the Partnership charges cost of sales for such deficiency based on the market price of the RINs as of the balance sheet date and records a liability representing the Partnership’s obligation to purchase RINs. The Partnership’s RVO deficiency was $0.1 million and $0.4 million at June 30, 2016 and December 31, 2015 , respectively. The Partnership may enter into RIN forward purchase and sales commitments. Total losses from firm non-cancellable commitments were immaterial at June 30, 2016 and December 31, 2015 . |
Long-Term Incentive Plan
Long-Term Incentive Plan | 6 Months Ended |
Jun. 30, 2016 | |
Long-Term Incentive Plan | |
Long-Term Incentive Plan | Note 13. Long-Term Incentive Plan The Partnership has a Long Term Incentive Plan, as amended (the “LTIP”), whereby a total of 4,300,000 common units were authorized for delivery with respect to awards under the LTIP. The LTIP provides for awards to employees, consultants and directors of the General Partner and employees and consultants of affiliates of the Partnership who perform services for the Partnership. The LTIP allows for the award of options, unit appreciation rights, restricted units, phantom units, distribution equivalent rights, unit awards and substitute awards. Awards granted under the LTIP are authorized by the Compensation Committee of the board of directors of the General Partner (the “Committee”) from time to time. Additionally and in accordance with the LTIP, the Committee established a “CEO Authorized LTIP” program pursuant to which the Chief Executive Officer (“CEO”) may grant awards of phantom units without distribution equivalent rights to employees of the General Partner and the Partnership’s subsidiaries, other than named executive officers. The CEO Authorized LTIP program was approved for three consecutive calendar years commencing January 1, 2014, subject to modification or earlier termination by the Committee. During each calendar year of the program, the CEO is authorized to grant awards of up to an aggregate amount of $2.0 million of phantom units payable in common units upon vesting, with unused dollar amounts carrying over in the next year, and no individual grant may be made for an award valued at the time of grant of more than $550,000 , unless otherwise previously approved by the Committee. Awards granted pursuant to the CEO Authorized LTIP generally would be for a term of six years and vest in equal tranches at the end of each of the fourth, fifth and sixth anniversary dates of the particular award. Phantom Unit Awards In 2013, the Committee granted a total of 498,112 phantom units under the LTIP to certain employees and non-employee directors of the General Partner. In 2014, a total of 44,902 phantom units were granted to certain employees. In 2015, a total of 76,893 phantom units were granted to certain employees and the non-employee directors. No awards were granted during the three and six months ended June 30, 2016. The phantom units for these awards vest pursuant to the terms of the grant agreements. The Partnership currently intends and reasonably expects to issue and deliver the common units upon vesting. The Partnership recorded total compensation expense related to the above awards of $1.1 million and $1.1 million for the three months ended June 30, 2016 and 2015 , respectively, and $2.2 million and $2.1 million for the six months ended June 30, 2016 and 2015, respectively, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. The total compensation cost related to the non-vested awards not yet recognized at June 30, 2016 was approximately $12.2 million and is expected to be recognized ratably over the remaining requisite service periods. The following table presents a summary of the status of the non-vested phantom units: Weighted Number of Average Non-vested Grant Date Units Fair Value ($) Outstanding non—vested units at December 31, 2015 Vested Forfeited Outstanding non—vested units at June 30, 2016 Repurchase Program In May 2009, the board of directors of the General Partner authorized the repurchase of the Partnership’s common units (the “Repurchase Program”) for the purpose of meeting the General Partner’s anticipated obligations to deliver common units under the LTIP and meeting the General Partner’s obligations under existing employment agreements and other employment related obligations of the General Partner (collectively, the “General Partner’s Obligations”). The General Partner is authorized to acquire up to 1,242,427 of its common units in the aggregate over an extended period of time, consistent with the General Partner’s Obligations. Common units may be repurchased from time to time in open market transactions, including block purchases, or in privately negotiated transactions. Such authorized unit repurchases may be modified, suspended or terminated at any time and are subject to price and economic and market conditions, applicable legal requirements and available liquidity. Since the Repurchase Program was implemented, the General Partner has repurchased 838,505 common units pursuant to the Repurchase Program for approximately $24.8 m illion. No units were purchased during the three and six months ended June 30, 2016 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | Note 14. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Partnership utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Partnership primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Partnership utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Partnership is able to classify fair value balances based on the observability of those inputs. The fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). At each balance sheet reporting date, the Partnership categorizes its financial assets and liabilities using the three levels of the fair value hierarchy defined as follows: Level 1 — Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as the Partnership’s exchange-traded derivative instruments and pension plan assets. Level 2 — Quoted prices in active markets are not available; however, pricing inputs are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 2 primarily consists of non-exchange-traded derivatives such as OTC derivatives. Level 3 — Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 includes certain OTC forward derivative instruments related to crude oil and propane. Recurring Fair Value Measures Assets and liabilities are classified in the entirety based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value assets and liabilities and their placement within the fair value hierarchy levels. The following tables present, by level within the fair value hierarchy, the Partnership’s financial assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 (in thousands): Fair Value at June 30, 2016 Cash Collateral Level 1 Level 2 Level 3 Netting Total Assets: Forward derivative contracts (1) $ — $ $ $ — $ Foreign currency derivatives — — — Swap agreements and options — — — Exchange-traded/cleared derivative instruments (2) — — Pension plan — — — Total assets $ $ $ $ $ Liabilities: Forward derivative contracts (1) $ — $ $ $ — $ Interest rate swaps — — — Total liabilities $ — $ $ $ — $ Fair Value at December 31, 2015 Cash Collateral Level 1 Level 2 Level 3 Netting Total Assets: Forward derivative contracts (1) $ — $ $ $ — $ Foreign currency derivatives — — — Exchange-traded/cleared derivative instruments (2) — — Pension plan — — — Total assets $ $ $ $ $ Liabilities: Forward derivative contracts (1) $ — $ $ $ — $ Swap agreements and options — — — Interest rate swaps — — — Total liabilities $ — $ $ $ — $ (1) Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps. (2) Amount includes the effect of cash balances on deposit with clearing brokers. This table excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. The carrying amounts of certain of the Partnership’s financial instruments, including cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short maturities. The carrying value of the credit facility approximates fair value due to the variable rate nature of these financial instruments. The carrying value of the inventory qualifying for fair value hedge accounting approximates fair value due to adjustments for changes in fair value of the hedged item. The fair values of the derivatives used by the Partnership are disclosed in Note 5. The determination of the fair values above incorporates factors including not only the credit standing of the counterparties involved, but also the impact of the Partnership’s nonperformance risks on its liabilities. The values of the Level 1 exchange-traded/cleared derivative instruments and pension plan assets were determined using quoted prices in active markets for identical assets. Specifically, the fair values of the Level 1 exchange-traded/cleared derivative instruments were based on quoted process obtained from the NYMEX, CME and ICE. The fair values of the Level 1 pension plan assets were based on quoted prices for identical assets which primarily consisted of fixed income securities, equity securities and cash and cash equivalents. The values of the Level 2 derivative contracts were calculated using expected cash flow models and market approaches based on observable market inputs, including published and quoted commodity pricing data, which is verified against other available market data. Specifically, the fair values of the Level 2 derivative commodity contracts were derived from published and quoted NYMEX, CME, ICE, New York Harbor and third-party pricing information for the underlying instruments using market approaches. The fair value of the Level 2 interest rate instruments were derived from the implied forward LIBOR yield curve for the sale period as the future interest rate swap and interest rate cap settlements using expected cash flow models. The fair value of the Level 2 foreign currency derivatives were derived from the implied forward currency curve for the Canadian and U.S. Dollar. The Partnership has not changed its valuation techniques or Level 2 inputs during the six months ended June 30, 2016 . The fair values of the 6.25% Notes and 7.00% Notes, estimated by observing market trading prices of the 6.25% Notes and 7.00% Notes, respectively, were as follows (in thousands) : June 30, 2016 December 31, 2015 Face Fair Face Fair Value Value Value Value 6.25% Notes $ $ $ $ 7.00% Notes $ $ $ $ Level 3 Information The values of the Level 3 derivative contracts were calculated using market approaches based on a combination of observable and unobservable market inputs, including published and quoted NYMEX, CME, ICE, New York Harbor and third-party pricing information for a component of the underlying instruments as well as internally developed assumptions where there is little, if any, published or quoted prices or market activity. The unobservable inputs used in the measurement of the Level 3 derivative contracts include estimates for location basis, transportation and throughput costs net of an estimated margin for current market participants. The estimates for these inputs for crude oil were $2.35 to $12.50 per barrel and $4.00 to $13.55 per barrel as of June 30, 2016 and December 31, 2015, respectively . The estimates for these inputs for propane were $0.42 to $10.50 per barrel and $2.10 to $9.66 per barrel as of June 30, 2016 and December 31, 2015, respectively . Gains and losses recognized in earnings (or changes in net assets) are disclosed in Note 5. Sensitivity of the fair value measurement to changes in the significant unobservable inputs is as follows: Significant Impact on Fair Value Unobservable Input Position Change to Input Measurement Location basis Long Increase (decrease) Gain (loss) Location basis Short Increase (decrease) Loss (gain) Transportation Long Increase (decrease) Gain (loss) Transportation Short Increase (decrease) Loss (gain) Throughput costs Long Increase (decrease) Gain (loss) Throughput costs Short Increase (decrease) Loss (gain) The following table presents a reconciliation of changes in fair value of the Partnership’s derivative contracts classified as Level 3 in the fair value hierarchy at June 30, 2016 (in thousands): Fair value at December 31, 2015 $ Transfers into Level 3 — Derivatives entered into during the period Realized gains (losses) recorded in cost of sales Unrealized gains (losses) recorded in cost of sales Fair value at June 30, 2016 $ The Partnership’s policy is to recognize transfers between levels with the fair value hierarchy as of the beginning of the reporting period. The Partnership also excludes any activity for derivative instruments that were not classified as Level 3 at either the beginning or end of the reporting period. Non-Recurring Fair Value Measures Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as acquired assets and liabilities or losses related to firm non-cancellable purchase commitments. For assets and liabilities measured on a non-recurring basis during the period, accounting guidance requires quantitative disclosures about the fair value measurements separately for each major category. See Note 11 for a discussion of the Partnership’s losses on impairment of assets and Note 15 for assets held for s ale . |
Sales and Disposition of Assets
Sales and Disposition of Assets and Impairment Charges | 6 Months Ended |
Jun. 30, 2016 | |
Sales and Disposition of Assets and Impairment Charges | |
Sales and Dispositions of Assets and Impairment Charges | Note 15. Sales and Disposition of Assets and Impairment Charges The following table provides the Partnership’s (gain) loss on sale and dispositions of assets and impairment charges for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Periodic divesture of gasoline stations $ $ — $ $ Strategic asset divesture program — — — — Loss on assets held for sale — — Losses on impairment of assets — — Other Total $ $ $ $ Periodic Divesture of Gasoline Stations As part of the routine course of operations in the GDSO segment, the Partnership may periodically divest certain gasoline stations. The gain or loss on the sale, representing cash proceeds less net book value of assets at disposition, net of settlement and dispositions costs, is recorded in net loss on sale and disposition of assets and impairment charges in the accompanying consolidated statements of operations and amounted to $78,000 and $0 for the three months ended June 30, 2016 and 2015, respectively, and $0.6 million and $0.2 million for the six months ended June 30, 2016 and 2015, respectively. Strategic Asset Divesture Program The Partnership identified certain non-strategic GDSO sites that are part of its Strategic Asset Divesture Program (the “Divesture Program”). On May 26, 2016, Drake Petroleum Company, Inc., an indirect wholly owned subsidiary of the Partnership executed a purchase and sale agreement with Mirabito Holdings, Inc. (“Mirabito”) for the sale of 31 gasoline stations and convenience stores (see Note 20). These sites are included in the Divesture Program and met the criteria to be presented as held for sale as of June 30, 2016. The Partnership has retained a real estate firm in the second quarter of 2016 that is coordinating the sale of 90 non-strategic GDSO sites. These sites are included in the Divesture Program and did not meet the criteria to be presented as held for sale as of June 30, 2016. In July 2016, such criteria was met for 32 of these 90 sites (see Note 20). As there were no sales of sites within the Divesture Program for the three and six months ending June 30, 2016, the Partnership has not recognized a gain or loss on the sale. Loss on Assets Held for Sale In conjunction with the periodic divestiture of gasoline stations and the sale of sites within the Divesture Program, the Partnership may classify certain gasoline station assets as held for sale. The Partnership classified 25 sites and 15 sites as held for sale at June 30, 2016 and December 31, 2015, respectively, which are periodic divestiture gasoline station sites. The Partnership recorded impairment charges related to its assets held for sale in the amount of $0.1 million and $0 for the three months ended June 30, 2016 and 2015, respectively, and $5.6 million and $0 for the six months ended June 30, 2016 and 2015, respectively, which are included in net loss on sale and disposition of assets and impairment charges in the accompanying consolidated statements of operations. Additionally, the Partnership classified 31 sites associated with the Mirabito transaction discussed above and in Note 20 as held for sale at June 30, 2016. No impairment charges were required related to the Partnership’s assets classified as held for sale for the three and six months ended June 30, 2016. Assets held for sale of $44.7 million and $7.4 million at June 30, 2016 and December 31, 2015, respectively, are included in property and equipment in the accompanying balance sheets. Assets held for sale are expected to be sold within the next 12 months. Losses on Impairment of Assets The Partnership recognized an impairment charge of $1.9 million associated with the long-lived assets used in supplying CNG which is viewed as an alternative fuel to oil. The CNG assets are allocated to the Commercial segment. In addition, the Partnership recognized an impairment charge of $0.3 million associated with the long-lived assets of one discrete GDSO site. See Note 11 for additional information. Other The Partnership recognizes gains and losses on the sale and disposition of other assets, including vehicles, fixtures and equipment, and the gain or loss on such other assets are included in other in the aforementioned table. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Taxes | |
Income Taxes | Note 16. Income Taxes Section 7704 of the Internal Revenue Code provides that publicly-traded partnerships are, as a general rule, taxed as corporations. However, an exception, referred to as the “Qualifying Income Exception,” exists under Section 7704(c) with respect to publicly-traded partnerships of which 90% or more of the gross income for every taxable year consists of “qualifying income.” Qualifying income includes income and gains derived from the transportation, storage and marketing of refined petroleum products, crude oil and ethanol to resellers and refiners. Other types of qualifying income include interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the production of income that otherwise constitutes qualifying income. Substantially all of the Partnership’s income is “qualifying income” for federal income tax purposes and, therefore, is not subject to federal income taxes at the partnership level. Accordingly, no provision has been made for income taxes on the qualifying income in the Partnership’s financial statements. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Partnership’s agreement of limited partnership. Individual unitholders have different investment basis depending upon the timing and price at which they acquired their common units. Further, each unitholder’s tax accounting, which is partially dependent upon the unitholder’s tax position, differs from the accounting followed in the Partnership’s consolidated financial statements. Accordingly, the aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each unitholder’s tax attributes in the Partnership is not available to the Partnership. One of the Partnership’s wholly owned subsidiaries, GMG, is a taxable entity for federal and state income tax purposes. Current and deferred income taxes are recognized on the separate earnings of GMG. The after-tax earnings of GMG are included in the earnings of the Partnership. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes for GMG. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Partnership calculates its current and deferred tax provision based on estimates and assumptions that could differ from actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. On July 1, 2015 the Partnership commenced business in Canada through its wholly owned Canadian subsidiary, Global Partners Energy Canada ULC (“GPEC”). GPEC predominantly consists of sourcing crude oil and other petroleum based products for sale to the Partnership and customers in Canada. GPEC is a taxable entity for Canadian corporate income and branch taxes. In its first year of operations, GPEC realized a pre-tax loss generating a net operating loss that might be used to offset future taxable income when GPEC operates at a profit. The Partnership recognizes deferred tax assets to the extent that the recoverability of these assets satisfies the “more likely than not” recognition criteria in accordance with the accounting guidance regarding income taxes. Based upon projections of future taxable income, limited capital assets and market conditions, the Partnership has provided a full valuation allowance against the GPEC deferred tax asset. The Partnership recognizes deferred tax assets to the extent that the recoverability of these assets satisfies the “more likely than not” recognition criteria in accordance with the accounting guidance regarding income taxes. Based upon projections of future taxable income, the Partnership believes that the recorded deferred tax assets will be realized. The Partnership computed its tax provision for the three and six months ended June 30, 2016 based upon the year-to-date effective tax rate as opposed to an estimated annual effective tax rate. The Partnership concluded that the year-to-date effective tax rate is the most appropriate method to use for the three and six months ended June 30, 2016, given a reliable estimate of the annual effective tax rate cannot be made. Unrecognized tax benefits represent uncertain tax positions for which reserves have been established. As of June 30, 2016, the Partnership had $0.8 million of unrecognized tax benefits, of which $0.7 million would favorably impact the effective tax rate if recognized. As of December 31, 2015, the Partnership had $0.1 million of unrecognized tax benefits, of which none would favorably impact the effective tax rate if recognized. The Partnership’s unrecognized tax benefits were increased by $0.7 million for the three and six months ended June 30, 2016 due to establishing a reserve for a potential tax assessment related to an ongoing state income tax audit. As of June 30, 2016, unrecognized tax benefits for uncertain tax positions could change up to $0.8 million in the next 12 months as a result of settlements or filing accounting method changes with the Internal Revenue Service. The Partnership’s policy is to recognized interest and penalties related to uncertain tax positions as a component of its provision for income taxes. Approximately $0.1 million of gross interest and penalties were accrued as of June 30, 2016. There was a tax expense associated with accrued interest and penalties of $0.1 million for the three and six months ended June 30, 2016. GMG files income tax returns in the United State and various state jurisdictions. With few exceptions, the Partnership is subject to income tax examination by tax authorities for all years dated back to 2012 . |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2016 | |
Legal Proceedings | |
Legal Proceedings | Note 17. Legal Proceedings General Although the Partnership may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of business, the Partnership does not believe that it is a party to any litigation that will have a material adverse impact on its financial condition or results of operations. Except as described below and in Note 12 included herein, the Partnership is not aware of any significant legal or governmental proceedings against it, or contemplated to be brought against it. The Partnership maintains insurance policies with insurers in amounts and with coverage and deductibles as its general partner believes are reasonable and prudent. However, the Partnership can provide no assurance that this insurance will be adequate to protect it from all material expenses related to potential future claims or that these levels of insurance will be available in the future at economically acceptable prices. Other The Partnership recently determined that gasoline loaded from certain loading bays at one of its terminals did not contain the necessary additives as a result of an IT-related configuration error. The error was corrected and all gasoline being sold at the terminal now contains the appropriate additives. Based upon current information, the Partnership believes approximately 14 million gallons of gasoline was impacted. The Partnership has notified the EPA. As a result of this error, the Partnership could be subject to fines, penalties and other related claims, including customer claims. In February 2016, the Partnership received a request for information from the EPA seeking certain information regarding its Albany terminal in order to assess its compliance with the Clean Air Act (the “CAA”). The information requested generally relates to crude oil received by, stored at and shipped from the Partnership’s petroleum product transloading facility in Albany, New York (the “Albany Terminal”), including its composition, control devices for emissions and various permitting-related considerations. The Albany Terminal is a 63 -acre licensed, permitted and operational stationary bulk petroleum storage and transfer terminal that currently consists of petroleum product storage tanks, along with truck, rail and marine loading facilities, for the storage, blending and distribution of various petroleum and related products, including gasoline, ethanol, distillates, heating and crude oils. No violations were alleged in the request for information. The Partnership submitted responses and documentation, in March and April 2016, to the EPA in accordance with the EPA request. On August 2, 2016, the Partnership received a Notice of Violation (“NOV”) from the EPA, alleging that permits for the Albany Terminal, issued by the New York State Department of Environmental Conservation (“DEC”) between August 9, 2011 and November 7, 2012, violated the CAA and the federally enforceable New York State Implementation Plan (“SIP”) by increasing throughput of crude oil at the Albany Terminal without complying with the New Source Review (“NSR”) requirements of the SIP. The applicable permits issued by the New York State Department of Environmental Conservation (“NYSDEC”) to the Partnership in 2011 and 2012 specifically authorize the Partnership to increase the throughput of crude oil at the Albany Terminal. According to the allegations in the NOV, the NYSDEC permits should have been regulated as a major modification under the NSR program, requiring additional emission control measures and compliance with other NSR requirements. The CAA authorizes the EPA to take enforcement action in response to violations of the New York SIP seeking compliance and penalties. The Partnership believes that the permits issued by the DEC comply with the CAA and applicable State air permitting requirements and that no material violation of law has occurred. The Partnership will contest the claims alleged in the NOV. By letter dated October 5, 2015, the Partnership received a notice of intent to sue (the “October NOI”), which supersedes and replaces a prior notice of intent to sue that the Partnership received on September 1, 2015 (the “September NOI”) from Earthjustice, an environmental advocacy organization on behalf of the County of Albany, New York, a public housing development owned and operated by the Albany Housing Authority and certain environmental organizations, related to alleged violations of the CAA at the Albany Terminal, particularly with respect to crude oil operations at the Albany Terminal. The October NOI revises the superseded and replaced September NOI to add two additional environmental advocacy organizations and to revise the relief sought and the description of the alleged CAA violations. On February 3, 2016, Earthjustice and the other entities identified in the October NOI filed suit against the Partnership in federal court in Albany under the citizen suit provisions of the CAA. In summary, this lawsuit alleges that the Partnership’s operations at the Albany Terminal are in violation of the CAA. The plaintiffs seek, among other things, relief that would compel the Partnership both to apply for what they contend is the applicable permit under the CAA, and to install additional pollution controls. In addition, the plaintiffs seek to prohibit the Albany Terminal from receiving, storing, handling, and marine loading certain types of Bakken crude oil and to require payment of a civil penalty of $37,500 for each day the Partnership as operated the Albany Terminal in violation of the CAA. The Partnership believes that it has meritorious defenses against all allegations. On February 26, 2016, the Partnership filed a motion to dismiss the CAA action and a decision from the Court is expected during the third quarter summer of 2016. At this time, all discovery and other litigation activity is stayed pending a decision by the Court on the motion to dismiss. On May 29, 2015 and in connection with a commercial dispute with Tethys Trading Company LLC (“Tethys”), the Partnership received a notice from Tethys alleging a default under, and purporting to terminate, the Partnership’s contract with Tethys for crude oil services at the Partnership’s Oregon facility. However, the Partnership does not believe Tethys had the right to terminate the contract, and the Partnership will continue to investigate and determine the appropriate action to take to enforce its rights under the agreement. On March 26, 2015, the Partnership received a Notice of Non-Compliance (“NON”) from the Massachusetts Department of Environmental Protection (“DEP”) with respect to the Revere Terminal, alleging certain violations of the National Pollutant Discharge Elimination System Permit (“NPDES Permit”) related to storm water discharges. The NON requires the Partnership to submit a plan to remedy the reported violations of the NPDES Permit. The Partnership has responded to the NON with a plan and is implementing modifications to the storm water management system at the Revere Terminal. The Partnership has determined that compliance with the NON and implementation of the plan will have no material impact on its operations. The Partnership had a dispute with Lansing Ethanol Services, LLC (“Lansing”) for damages in excess of $12.0 million. The dispute involved Lansing’s failure to transfer RINs to the Partnership in connection with certain agreements for the purchase and sale of ethanol. The parties had agreed to arbitrate under the rules of the American Arbitration Association. The Partnership filed for arbitration on March 24, 2015 and the hearing was conducted in March 2016 . A decision was rendered on June 10, 2016, which netted the Partnership $1.5 million. Neither party appealed the decision and the appeal period expired on July 14, 2016. The parties executed a Settlement Agreement and Mutual Release on August 2, 2016, and payment was made by Lansing and received by the Partnership on that date. On May 16, 2014, the Partnership received a subpoena from the SEC requesting information for relevant time periods primarily relating to the Partnership’s accounting for RINs and the restatements of its consolidated financial statements as of and for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013. The Partnership has cooperated fully with the SEC and believes it has provided the SEC with all requested materials. The Partnership received letters from the EPA dated November 2, 2011 and March 29, 2012, containing requirements and testing orders (collectively, the “Requests for Information”) for information under the CAA. The Requests for Information were part of an EPA investigation to determine whether the Partnership has violated sections of the CAA at certain of its terminal locations in New England with respect to residual oil and asphalt. On June 6, 2014, a NOV was received from the EPA, alleging certain violations of its Air Emissions License issued by the Maine Department of Environmental Protection, based upon the test results at the South Portland, Maine terminal. The Partnership met with and provided additional information to the EPA with respect to the alleged violations. On April 7, 2015, the EPA issued a Supplemental Notice of Violation (the “Supplemental NOV”) modifying the allegations of violations of the terminal’s Air Emissions License. The Partnership has responded to the Supplemental NOV and is engaged in further negotiations with the EPA. A tolling agreement was executed with the United States on December 1, 2015, which was extended on May 17, 2016 and further extended on August 2, 2016. The Partnership does not believe that a material violation has occurred, and it contests the allegations presented in the NOV and Supplemental NOV. The Partnership does not believe any adverse determination in connection with the NOV would have a material impact on its operations. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2016 | |
Changes in Accumulated Other Comprehensive Loss | |
Changes in Accumulated Other Comprehensive Loss | Note 1 8 . Changes in Accumulated Other Comprehensive Loss The following table presents the changes in accumulated other comprehensive loss by component for the three and six months ended June 30, 2016 (in thousands): Pension Three Months Ended June 30, 2016 Plan Derivatives Total Balance at March 31, 2016 $ $ $ Other comprehensive income before reclassifications of gain (loss) Amount of (loss) gain reclassified from accumulated other comprehensive income — Total comprehensive income Balance at June 30, 2016 $ $ $ Pension Six Months Ended June 30, 2016 Plan Derivatives Total Balance at December 31, 2015 $ $ $ Other comprehensive income before reclassifications of gain (loss) Amount of (loss) gain reclassified from accumulated other comprehensive income — Total comprehensive income Balance at June 30, 2016 $ $ $ Amounts are presented prior to the income tax effect on other comprehensive income. Given the Partnership’s partnership status for federal income tax purposes, the effective tax rate is immaterial. |
New Accounting Standards
New Accounting Standards | 6 Months Ended |
Jun. 30, 2016 | |
New Accounting Standards | |
New Accounting Standards | Note 19. New Accounting Standards Accounting Standards or Updates Recently Adopted In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-16, “Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments.” This standard eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The acquirer still must disclose the amounts and reasons for adjustments to the provisional amounts. The acquirer also must disclose, by line item, the amount of the adjustment reflected in the current-period income statement that would have been recognized in previous periods if the adjustment to provisional amounts had been recognized as of the acquisition date. Alternatively, an acquirer may present those amounts separately on the face of the income statement. The Partnership adopted this standard on January 1, 2016. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements. Accounting Standards or Updates Not Yet Effective In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers: Narrow- Scope Improvements and Practical Expedients.” This standard amends ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) discussed below. The amendments do not change the principles of ASU 2014-09 , but clarify matters related to assessment of collectability criteri a , presentation of sales and other taxes collected from customers, non-cash consideration, contract modifications at transition and completed contracts at transition. The effective date for this standard is the same as the effective date in ASU 2014-09. The Partnership is assessing the impact this standard will have on its consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing.” This standard amends ASU 2014-09. The amendments in this standard clarify guidance related to identifying performance obligations and licensing implementation guidance provided in ASU 2014-09. The effective date and transition requirements for the amendments in this standard are the same as the effective date and transition requirements in ASU 2014-09. The Partnership is assessing the impact this standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” This standard simplifies several aspects of the accounting for share-based payment award transactions, including accounting for income taxes and classification of excess tax benefits on the statement of cash flows, forfeitures and minimum statutory tax withholding requirements. This standard is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Partnership is assessing the impact this standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-05, “Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships.” This standard clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This standard is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of this standard is not expected to have a material impact on the Partnership’s consolidated financial statements In February 2016, the FASB issued ASU 2016-02, “Leases.” This standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. This standard is effective beginning in the first quarter of 2019. Early adoption of this standard is permitted. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Partnership is assessing the impact this standard will have on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities.” This standard revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. This standard also requires the change in fair value of many equity investments to be recognized in net income. This standard is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Partnership’s consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory,” which requires an entity to measure inventory within the scope of the amendment at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Partnership is assessing the impact this standard will have on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” that introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In July 2015, the FASB approved a one-year deferral of the effective date of the standard to fiscal periods beginning after December 15, 2017. The Partnership is evaluating the guidance to determine the impact it will have on its consolidated financial statements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Event Abstract | |
Subsequent Events | Note 20. Subsequent Events Distribution — On July 27, 2016, the board of directors of the General Partner declared a quarterly cash distribution of $0.4625 per unit ($1.85 per unit on an annualized basis) for the period from April 1, 2016 through June 30, 2016. On August 8, 2016, the Partnership will pay this cash distribution to its unitholders of record as of the close of business on August 12, 2016. Sale of Gasoline Stations On May 20, 2016, Drake Petroleum Company, Inc., an indirect wholly owned subsidiary of the Partnership, as seller, entered into a Purchase and Sale Agreement with Mirabito, as buyer, to sell to Mirabito 31 gasoline stations and convenience stores located in New York and Pennsylvania (the “Drake Sites”) for an aggregate total cash purchase price of approximately $40.0 million (the “Mirabito Disposition”). The Drake Sites are a portion of the sites that were acquired by the Partnership in connection with the acquisition of Warren January 7, 2015 (see Note 2). In connection with closing, the parties will enter into long-term supply contracts for branded and unbranded gasoline and other petroleum products. Closing of the Mirabito Disposition is subject to customary due diligence and is expected to occur in the third quarter of 2016. The Partnership expects to use the proceeds from the Mirabito Disposition to reduce indebtedness outstanding under its revolving credit facility. Beginning in April 2016, the Partnership retained a real estate firm to coordinate the sale of non-strategic GDSO sites which are part of the Divesture Program. At June 30, 2016, the coordinated sale included 90 sites, all of which did not meet the criteria to be presented as held for sale (see Note 15). In July 2016, the criteria to be presented as held for sale was met for 32 of the 90 sites. The net book value of the assets at these 32 sites that will be sold or considered as held for sale in the third quarter of 2016 was $20.3 million at June 30, 2016. Assets held for sale are expected to be sold within the next 12 months. |
Supplemental Guarantor Condense
Supplemental Guarantor Condensed Consolidating Financial Statements | 6 Months Ended |
Jun. 30, 2016 | |
Supplemental Guarantor Condensed Consolidating Financial Statements | |
Supplemental Guarantor Condensed Consolidating Financial Statements | Note 21. Supplemental Guarantor Condensed Consolidating Financial Statements The Partnership’s wholly owned subsidiaries, other than GLP Finance, are guarantors of senior notes issued by the Partnership and GLP Finance. As such, the Partnership is subject to the requirements of Rule 3-10 of Regulation S-X of the SEC regarding financial statements of guarantors and issuers of registered guaranteed securities. The Partnership presents condensed consolidating financial information for its subsidiaries within the notes to consolidated financial statements in accordance with the criteria established for parent companies in the SEC’s Regulation S-X, Rule 3-10(d). The following condensed consolidating financial information presents the Condensed Consolidating Balance Sheets as of June 30, 2016 and December 31, 2015 , the Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2016 and 2015 and the Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2016 and 2015 of the Partnership’s 100% owned guarantor subsidiaries, the non-guarantor subsidiary and the eliminations necessary to arrive at the information for the Partnership on a consolidated basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions . Condensed Consolidating Balance Sheet June 30, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ — $ Accounts receivable, net — Accounts receivable - affiliates Inventories — — Brokerage margin deposits — — Derivative assets — — Prepaid expenses and other current assets — Total current assets Property and equipment, net — Intangible assets, net — — Goodwill — Other assets — — Total assets $ $ $ $ Liabilities and partners' equity Current liabilities: Accounts payable $ $ $ — $ Accounts payable - affiliates — Working capital revolving credit facility - current portion — — Environmental liabilities - current portion — — Trustee taxes payable — — Accrued expenses and other current liabilities — Derivative liabilities — — Total current liabilities Working capital revolving credit facility - less current portion — — Revolving credit facility — — Senior notes — — Environmental liabilities - less current portion — — Financing obligations — — Deferred tax liabilities — — Other long-term liabilities — — Total liabilities Partners' equity Global Partners LP equity — Noncontrolling interest — — Total partners' equity — Total liabilities and partners' equity $ $ $ $ Condensed Consolidating Balance Sheet December 31, 2015 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ $ $ Accounts receivable, net — Accounts receivable - affiliates Inventories — — Brokerage margin deposits — — Derivative assets — — Prepaid expenses and other current assets — Total current assets Property and equipment, net — Intangible assets, net — — Goodwill — Other assets — — Total assets $ $ $ $ Liabilities and partners' equity Current liabilities: Cash overdraft $ $ — $ $ — Accounts payable — Accounts payable - affiliates — Working capital revolving credit facility - current portion — — Environmental liabilities - current portion — — Trustee taxes payable — — Accrued expenses and other current liabilities — Derivative liabilities — — Total current liabilities Working capital revolving credit facility - less current portion — — Revolving credit facility — — Senior notes — — Environmental liabilities - less current portion — — Financing obligations — — Deferred tax liabilities — — Other long-term liabilities — — Total liabilities Partners' equity Global Partners LP equity — Noncontrolling interest — — Total partners' equity — Total liabilities and partners' equity $ $ $ $ Condensed Consolidating Statement of Operations Three Months Ended June 30, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ $ $ $ Cost of sales Gross profit — Costs and operating expenses: Selling, general and administrative expenses — Operating expenses — Amortization expense — — Net loss on sale and disposition of assets and impairment charges — — Total costs and operating expenses — Operating income (loss) — Interest expense — — Loss before income tax benefit — Income tax benefit — — Net loss — Net loss attributable to noncontrolling interest — — Net loss attributable to Global Partners LP — Less: General partners' interest in net loss, including incentive distribution rights — — Limited partners' interest in net loss $ $ $ — $ Condensed Consolidating Statement of Operations Three Months Ended June 30, 2015 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ $ $ $ Cost of sales Gross profit — Costs and operating expenses: Selling, general and administrative expenses — Operating expenses — Amortization expense — Net loss on sale and disposition of assets and impairment charges — — Total costs and operating expenses — Operating income (loss) — Interest expense — — Income before income tax benefit — Income tax benefit — — Net income — Net income attributable to noncontrolling interest — — Net income attributable to Global Partners LP — Less: General partners' interest in net income, including incentive distribution rights — — Limited partners' interest in net income $ $ $ — $ Condensed Consolidating Statement of Operations Six Months Ended June 30, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ $ $ $ Cost of sales Gross profit — Costs and operating expenses: Selling, general and administrative expenses — Operating expenses — Amortization expense — — Net loss on sale and disposition of assets and impairment charges — — Total costs and operating expenses — Operating income (loss) — Interest expense — — Loss before income tax benefit — Income tax benefit — — Net loss — Net loss attributable to noncontrolling interest — — Net loss attributable to Global Partners LP — Less: General partners' interest in net loss, including incentive distribution rights — — Limited partners' interest in net loss $ $ $ — $ Condensed Consolidating Statement of Operations Six Months Ended June 30, 2015 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ $ $ $ Cost of sales Gross profit — Costs and operating expenses: Selling, general and administrative expenses — Operating expenses — Amortization expense — Net loss on sale and disposition of assets and impairment charges — — Total costs and operating expenses — Operating income (loss) — Interest expense — Income before income tax expense — Income tax expense — — Net income — Net income attributable to noncontrolling interest — — Net income attributable to Global Partners LP — Less: General partners' interest in net income, including incentive distribution rights — — Limited partners' interest in net income $ $ $ — $ Condensed Consolidating Statement Cash Flows Six Months Ended June 30, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash used in (provided by) operating activities $ $ $ Cash flows from investing activities Capital expenditures — Proceeds from sale of property and equipment Net cash (used in) provided by investing activities Cash flows from financing activities Net borrowings from working capital revolving credit facility — Net payments on revolving credit facility — Proceeds from sale-leaseback, net — Distribution to noncontrolling interest Distributions to partners — Net cash provided by (used in) financing activities Cash and cash equivalents Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ $ $ Condensed Consolidating Statement Cash Flows Six Months Ended June 30, 2015 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash (used in) provided by operating activities $ $ $ Cash flows from investing activities Acquisitions — Capital expenditures Proceeds from sale of property and equipment — Net cash used in investing activities Cash flows from financing activities Proceeds from issuance of common units, net — Net borrowings from working capital revolving credit facility — Net borrowings from revolving credit facility — Proceeds from senior notes, net of discount — Payments on line of credit — Repurchase of common units — Noncontrolling interest capital contribution — Distribution to noncontrolling interest Distributions to partners — Net cash provided by (used in) financing activities Cash and cash equivalents Increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ $ $ Placeholder-please do not delete |
Organization and Basis of Pre29
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation On January 7, 2015, the Partnership acquired, through one of its wholly owned subsidiaries , GMG , 100% of the equity interests in Warren Equities, Inc. (“Warren”) from The Warren Alpert Foundation. On January 14, 2015, the Partnership acquired the Revere terminal (the “Revere Terminal”) located in Boston Harbor in Revere, Massachusetts from Global Petroleum Corp. (“ GPC”) and related entities. On June 1, 2015, the Partnership acquired, through one of its wholly owned subsidiaries, Alliance , retail gasoline stations and dealer supply contracts from Capitol Petroleum Group (“Capitol”). See Note 2. The financial results of Capitol for the one month ended June 30, 2015 are included in the accompanying statements of operations for the three and six months ended June 30, 2015. The financial results of Warren and the Revere Terminal for the three and six months ended June 30, 2015 are included in the accompanying statements of operations for the three and six months ended June 30, 2015 . The accompanying consolidated financial statements as of June 30, 2016 and December 31, 2015 and for the three and six months ended June 30, 2016 and 2015 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial condition and operating results for the interim periods. The interim financial information, which has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), should be read in conjunction with the consolidated financial statements for the year ended December 31, 2015 and notes thereto contained in the Partnership’s Annual Report on Form 10-K. The significant accounting policies described in Note 2, “Summary of Significant Accounting Policies,” of such Annual Report on Form 10-K are the same used in preparing the accompanying consolidated financial statements. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results of operations that will be realized for the entire year ending December 31, 2016 . The consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 . Due to the nature of the Partnership’s business and its reliance, in part, on consumer travel and spending patterns, the Partnership may experience more demand for gasoline during the late spring and summer months than during the fall and winter. Travel and recreational activities are typically higher in these months in the geographic areas in which the Partnership operates, increasing the demand for gasoline. Therefore, the Partnership’s volumes in gasoline are typically higher in the second and third quarters of the calendar year. As demand for some of the Partnership’s refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, heating oil and residual oil volumes are generally higher during the first and fourth quarters of the calendar year. These factors may result in fluctuations in the Partnership’s quarterly operating results. |
Noncontrolling Interest | Noncontrolling Interest These financial statements reflect the application of ASC 810, “Consolidations” (“ASC 810”) which establishes accounting and reporting standards that require: (i) the ownership interest in subsidiaries held by parties other than the parent to be clearly identified and presented in the consolidated balance sheet within shareholder’s equity, but separate from the parent’s equity; (ii) the amount of consolidated net income attributable to the parent and the noncontrolling interest to be clearly identified and presented on the face of the consolidated statements of operations; and (iii) changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary to be accounted for consistently. The Partnership acquired a 60% interest in Basin Transload, LLC (“Basin Transload”) on February 1, 2013. After evaluating ASC 810, the Partnership concluded it is appropriate to consolidate the balance sheet and statements of operations of Basin Transload based on an evaluation of the outstanding voting interests. Amounts pertaining to the noncontrolling ownership interest held by third parties in the financial position and operating results of the Partnership are reported as a noncontrolling interest in the accompanying consolidated balance sheets and statements of operations. |
Concentration of Risk | Concentration of Risk The following table presents the Partnership’s product sales and other revenues as a percentage of the consolidated sales for the periods presented: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) % % % % Crude oil sales and crude oil logistics revenue % % % % Distillates (home heating oil, diesel and kerosene), residual oil, natural gas and propane sales % % % % Convenience store sales, rental income and sundry sales % % % % Total % % % % The following table presents the Partnership’s product margin by segment as a percentage of the consolidated product margin for the periods presented: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Wholesale segment % % % % GDSO segment % % % % Commercial segment % % % % Total % % % % See Note 10, “Segment Reporting,” for additional information on the Partnership’s operating segments. None of the Partnership’s customers accounted for greater than 10% of total sales for the three and six months ended June 30, 2016 and 2015 . |
Goodwill | Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. The Partnership has concluded that its operating segments are also its reporting units. At June 30, 2016 and December 31, 2015, goodwill recorded in the accompanying consolidated balance sheets aggregated $435.4 million, of which $121.7 million relates to the Wholesale reporting unit and $313.7 million relates to the Gasoline Distribution and Station Operations (“GDSO”) reporting unit . Goodwill associated with the Partnership’s disposition activities of GDSO sites will be included in the carrying value of assets sold in determinin g the gain or loss on disposal. No goodwill has been derecognized as of June 30, 2016. Goodwill is tested for impairment annually as of October 1 or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The process of testing goodwill for impairment involves numerous judgments, assumptions and estimates made by management which inherently reflect a high degree of uncertainty. The impairment test first includes a qualitative assessment in order to conclude if it is more likely than not that the reporting unit’s fair value exceeds its carrying value. Factors considered in the qualitative analysis include changes in the business and industry, as well as macro-economic conditions, that would influence the fair value of the reporting unit as well as changes in the carrying values of the reporting unit. If necessary, the Partnership will then complete a two-step quantitative assessment. In the quantitative assessment, the fair value of each reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, including goodwill, then the recorded goodwill is impaired to its implied fair value with a charge to operations. The Partnership calculates the fair value of each reporting unit using a combination of discounted cash flows and market comparables. Key assumptions included in the development of the discounted cash flow value for each reporting unit include: Future commodity volumes and margins. The discounted cash flows are based on a five -year forecast with an estimate of terminal value s . In general, the reporting units’ fair values are most sensitive to volume and gross margin assumptions. In particular, the Wholesale segment’s cash flows are impacted by the crude oil market, given the Partnership’s 2013 investment in transloading terminals in North Dakota and Oregon. The significant decline in the price of crude oil and tight crude oil differentials negatively impacted the Partnership’s fiscal 2015 results . The Partnership expects low crude oil prices and tight differentials to continue for a period of time, which has negatively impacted and will continue to negatively impact the Partnership’s 2016 performance , with forecasted recovery expected sometime in 2017. However, with the continuation of low crude oil prices and tight differentials, the Partnership’s assumptions as to the timing of a market recovery , particularly in crude oil, might be more extended than currently estimated within the Partnership’s five - year forecast a nd estimate of terminal values. If market conditions do not improve or timing of recovery is extended and does not become more certain, the Partnership may change such assumptions in future periods . As a result of these market conditions, there is increased uncertainty and sensitivity relating to the Partnership’s future cash flow projections within its crude oil business on which the Wholesale reporting unit’s goodwill impairment analysis relies. If market conditions, and therefore the Partnership’s performance, are worse than its projections, the Partnership may record impairment charges in the future. Actual results may not be consistent with these judgments, assumptions and estimates, and goodwill impairment charges may be required in future periods. This could have an adverse impact on the Partnership’s financial position and results of operations. Discount rate commensurate with the risks involved. The Partnership applies a discount rate to its expected cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. A higher discount rate decreases the net present value of cash flows. Future capital requirements. The Partnership’s estimates of future capital requirements are based upon a combination of authorized spending and internal forecasts. On October 1, 2015, the Partnership completed its quantitative assessments for both the Wholesale and GDSO reporting units, and no impairment indicator was identified for either reporting unit. The declining crude oil prices, changes in certain market conditions and decline in the Partnership’s common unit price, collectively caused the Partnership to reassess its goodwill for impairment as of December 31, 2015 for the Wholesale reporting unit. Based on the results of this assessment, the Partnership concluded that step two of the quantitative assessment was not necessary and no impairment was required. As of June 30, 2016, the Partnership considered whether there was any change of circumstances or events during the second quarter which would more likely than not reduce the fair value of the Wholesale segment’s reporting unit below its carrying amount. The Partnership concluded that such events and c ircumstances have not occurred. However, with the continuation of low crude oil prices and tight differentials, the Partnership’s assumptions as to the timing of a market recovery , particularly in crude oil, might be more extended than currently estimated within the Partnership’s five - year forecast a nd estimate of terminal values. If market conditions do not improve or timing of recovery is extended and does not become more certain, the Partnership may change such assumptions in future periods, which could re sult in a different conclusion. The Partnership continues to monitor the extent and timing of future demand, which may impact the timing of forecasted recovery . The fair values of the Partnership’s reporting units are based on underlying assumptions that represent the Partnership’s best estimates. Many of the factors used in assessing fair value are outside of the control of management. A further sustained decline in commodity prices may cause the Partnership to reassess its long-lived assets and goodwill for impairment and could result in future non-cash impairment charges as a result of such impairment assessments. If the Partners hip is required to perform step two in the future for the Wholesale reporting unit, up to $121.7 million of goodwill assigned to this reporting unit could be written off in the period of such impairment assessment. |
Organization and Basis of Pre30
Organization and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Product Margin [Member] | |
Schedule of product sales, other revenues and product margin as a percentage of the consolidated total | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Wholesale segment % % % % GDSO segment % % % % Commercial segment % % % % Total % % % % |
Sales Revenue, Product Line [Member] | |
Schedule of product sales, other revenues and product margin as a percentage of the consolidated total | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) % % % % Crude oil sales and crude oil logistics revenue % % % % Distillates (home heating oil, diesel and kerosene), residual oil, natural gas and propane sales % % % % Convenience store sales, rental income and sundry sales % % % % Total % % % % |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Capitol Petroleum Group | |
Acquisitions | |
Schedule of pro-forma information (in thousands, except per unit data) | Three Months Ended Six Months Ended June 30, 2015 June 30, 2015 Sales $ $ Net income attributable to Global Partners LP $ $ Net income per limited partner unit, basic and diluted $ $ |
Net (Loss) Income Per Limited32
Net (Loss) Income Per Limited Partner Unit (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Net (Loss) Income Per Limited Partner Unit | |
Schedule of reconciliation of net income and the assumed allocation of net income to the limited partners' interest for purposes of computing net income per limited partner unit (in thousands, except per unit data) | The following table provides a reconciliation of net (loss) income and the assumed allocation of net (loss) income to the limited partners’ interest for purposes of computing net (loss) income per limited partner unit for the three and six months ended June 30, 2016 and 2015 (in thousands, except per unit data): Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 Limited General Limited General Partner Partner Partner Partner Numerator: Total Interest Interest IDRs Total Interest Interest IDRs Net (loss) income attributable to Global Partners LP (1) $ $ $ $ — $ $ $ $ — Declared distribution $ $ $ $ — $ $ $ $ Assumed allocation of undistributed net (loss) income — — Assumed allocation of net (loss) income $ $ $ $ — $ $ $ $ Denominator: Basic weighted average limited partner units outstanding Dilutive effect of phantom units — Diluted weighted average limited partner units outstanding Basic net (loss) income per limited partner unit $ $ Diluted net (loss) income per limited partner unit (2) $ $ (1) As a result of the June 2015 issuance of 3,000,000 common units, the general partner interest was reduced to 0.67% for the three months ended June 30, 2016 and, based on a weighted average, 0.73% for the three months ended June 30, 2015 . (2) Ba sic units were used to calculate diluted net income per limited partner unit for the three months ended June 30, 2016, as using the effects of phantom units would have an anti-dilutive effect on net income per limited partne r unit. Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 Limited General Limited General Partner Partner Partner Partner Numerator: Total Interest Interest IDRs Total Interest Interest IDRs Net (loss) income attributable to Global Partners LP (1) $ $ $ $ — $ $ $ $ — Declared distribution $ $ $ $ — $ $ $ $ Assumed allocation of undistributed net (loss) income — — Assumed allocation of net (loss) income $ $ $ $ — $ $ $ $ Denominator: Basic weighted average limited partner units outstanding Dilutive effect of phantom units — Diluted weighted average limited partner units outstanding Basic net (loss) income per limited partner unit $ $ Diluted net (loss) income per limited partner unit (2) $ $ (1) As a result of the June 2015 issuance of 3,000,000 common units, the general partner interest was reduced to 0.67% for the six months ended June 30, 2016 and, based on a weighted average, 0.73% for the six months ended June 30, 201 5 . (2) Basic units were used to calculate diluted net income per limited partner unit for the six months ended June 30, 2016, as using the effects of phantom units would have an anti-dilutive effect on net income per limited partner unit. |
Schedule of quarterly cash distributions made to general partners | Per Unit Cash Distribution Declared for the Cash Distribution Declaration Date Distribution Declared Quarterly Period Ended April 26, 2016 $ March 31, 2016 July 27, 2016 $ June 30, 2016 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventories | |
Schedule of inventories (in thousands) | Inventories consisted of the following (in thousands): June 30, December 31, 2016 2015 Distillates: home heating oil, diesel and kerosene $ $ Gasoline Gasoline blendstocks Crude oil Residual oil Propane and other Renewable identification numbers (RINs) Convenience store inventory Total $ $ |
Derivative Financial Instrume34
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Financial Instruments | |
Schedule of notional values of derivative instruments | Units (1) Unit of Measure Exchange-Traded Derivatives Long Thousands of barrels Short Thousands of barrels OTC Derivatives (Petroleum/Ethanol) Long Thousands of barrels Short Thousands of barrels OTC Derivatives (Natural Gas) Long Thousands of decatherms Short Thousands of decatherms Interest Rate Swaps $ Millions of U.S. dollars Foreign Currency Derivatives $ Millions of Canadian dollars Open Forward Exchange Contracts (2) $ Millions of U.S. dollars (1) Number of open positions and gross notional values do not measure the Partnership’s risk of loss, quantify risk or represent assets or liabilities of the Partnership, but rather indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements. (2) All-in forward rate Canadian dollars $1.2967 to USD $1.00. |
Schedule of the amount of gains and losses from derivatives not involved in a fair value hedging relationship or in a hedging relationship recognized in the consolidated statements of income (in thousands) | Statement of Gain (Loss) Three Months Ended Six Months Ended Derivatives not designated as Recognized in June 30, June 30, hedging instruments Income on Derivatives 2016 2015 2016 2015 Commodity contracts Cost of sales $ $ $ $ Forward foreign currency contracts Cost of sales Total $ $ $ $ |
Schedule of fair values of derivative instruments and location in consolidated balance sheets (in thousands) | June 30, 2016 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ $ $ Forward derivative contracts (1) Derivative assets — Forward foreign currency contracts Other assets — Total asset derivatives $ $ $ Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ $ $ Forward derivative contracts (1) Derivative liabilities — Interest rate swap contracts Other long-term liabilities — Total liability derivatives $ $ $ December 31, 2015 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ $ $ Forward derivative contracts (1) Derivative assets — Forward foreign currency contracts Other assets — Total asset derivatives $ $ $ Liability Derivatives: Forward derivative contracts (1) Derivative liabilities $ — $ $ Interest rate swap contracts Other long-term liabilities — Total liability derivatives $ — $ $ (1) Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps. |
Fair Value Hedge | |
Derivative Financial Instruments | |
Schedule of net gains and losses from derivatives recognized in consolidated statements of operations (in thousands) | Statement of Gain (Loss) Three Months Ended Six Months Ended Recognized in Income on June 30, June 30, Derivatives 2016 2015 2016 2015 Derivatives in fair value hedging relationship Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products Cost of sales $ $ $ $ Hedged items in fair value hedge relationship Physical inventory Cost of sales $ $ $ $ |
Cash Flow Hedges | |
Derivative Financial Instruments | |
Schedule of net gains and losses from derivatives recognized in consolidated statements of operations (in thousands) | Amount of Gain (Loss) Location of Gain (Loss) Amount of Gain (Loss) Recognized in Reclassified from Reclassified from Other Comprehensive Accumulated Other Other Comprehensive Income on Derivatives Comprehensive Income into Income into Income (Effective Portion) Income (Effective Portion) (Effective Portion) Three Months Ended Three Months Ended Derivatives Designated in June 30, June 30, Cash Flow Hedging Relationship 2016 2015 2016 2015 Interest rate swaps $ $ Interest expense $ — $ — Interest rate cap — Interest expense — — Total $ $ $ — $ — Amount of Gain (Loss) Location of Gain (Loss) Amount of Gain (Loss) Recognized in Reclassified from Reclassified from Other Comprehensive Accumulated Other Other Comprehensive Income on Derivatives Comprehensive Income into Income into Income (Effective Portion) Income (Effective Portion) (Effective Portion) Six Months Ended Six Months Ended Derivatives Designated in June 30, June 30, Cash Flow Hedging Relationship 2016 2015 2016 2015 Interest rate swaps $ $ Interest expense $ — $ — Interest rate cap — Interest expense — — Total $ $ $ — $ — |
Debt and Financing Obligation (
Debt and Financing Obligation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations [Member] | Sale Leaseback Sites [Member] | |
Financing Obligations | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following provides future minimum lease payments, which are subject to annual adjustments based on a consumer price index based calculation, for the non-cancelable operating lease for each of the next five years ending December 31: 2016 (7/1/16 - 12/31/16) $ 2017 2018 2019 2020 Thereafter Total $ The following provides future minimum sublease rentals from third-party tenants of the sold Sale Leaseback Sites for each of the next five years ending December 31: 2016 (7/1/16 - 12/31/16) $ 2017 2018 2019 2020 Total $ |
Partners' Equity and Cash Dis36
Partners' Equity and Cash Distributions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Partners' Equity and Cash Distribution | |
Schedule of quarterly cash distributions to the unitholders and the General Partner based on target levels | Marginal Percentage Total Quarterly Distribution Interest in Distributions Target Amount Unitholders General Partner First Target Distribution up to $0.4625 % % Second Target Distribution above $0.4625 up to $0.5375 % % Third Target Distribution above $0.5375 up to $0.6625 % % Thereafter above $0.6625 % % |
Schedule of cash distributions made by the Partnership (in thousands, except per unit data) | Earned for the Per Unit Cash Distribution Quarter Cash Common General Incentive Total Cash Payment Date Ended Distribution Units Partner Distribution Distribution 2/16/2016 12/31/15 $ $ $ $ — $ 5/16/2016 03/31/16 — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting | |
Summary of financial information for the reportable segments (in thousands) | Summarized financial information for the Partnership’s reportable segments is presented in the table below (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Wholesale Segment: Sales Gasoline and gasoline blendstocks $ $ $ $ Crude oil (1) Other oils and related products (2) Total $ $ $ $ Product margin Gasoline and gasoline blendstocks $ $ $ $ Crude oil (1) Other oils and related products (2) Total $ $ $ $ Gasoline Distribution and Station Operations Segment: Sales Gasoline $ $ $ $ Station operations (3) Total $ $ $ $ Product margin Gasoline $ $ $ $ Station operations (3) Total $ $ $ $ Commercial Segment: Sales $ $ $ $ Product margin $ $ $ $ Combined sales and Product margin: Sales $ $ $ $ Product margin (4) $ $ $ $ Depreciation allocated to cost of sales Combined gross profit $ $ $ $ (1) Crude oil consists of the Partnership’s crude oil sales and revenue from its logistics activities. (2) Other oils and related products primarily consist of distillates, residual oil and propane. (3) Station operations primarily consist of convenience store sales and rental income. (4) Product margin is a non-GAAP financial measure used by management and external users of the Partnership’s consolidated financial statements to assess its business. The table above includes a reconciliation of product margin on a combined basis to gross profit, a directly comparable GAAP measure. |
Schedule of reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements (in thousands) | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Combined gross profit $ $ $ $ Operating costs and expenses not allocated to operating segments: Selling, general and administrative expenses Operating expenses Amortization expense Net loss on sale and disposition of assets and impairment charges Total operating costs and expenses Operating income Interest expense Income tax benefit (expense) Net (loss) income Net loss (income) attributable to noncontrolling interest Net income attributable to Global Partners LP $ $ $ $ |
Schedule of total assets by reportable segment (in thousands) | Wholesale Commercial GDSO Unallocated Total June 30, 2016 $ $ $ $ $ December 31, 2015 $ $ $ $ $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property and Equipment | |
Schedule of components of property and equipment (in thousands) | June 30, December 31, 2016 2015 Buildings and improvements $ $ Land Fixtures and equipment Construction in process Capitalized internal use software Total property and equipment Less accumulated depreciation Total $ $ |
Environmental Liabilities, ARO
Environmental Liabilities, ARO and RINs (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Environmental Liabilities and Renewable Identification Numbers (RINs) | |
Summary roll forward of the environmental liabilities (in thousands) | Balance at Other Balance at December 31, Payments in Dispositions Adjustments June 30, Environmental Liability Related to: 2015 2016 2016 2016 2016 Retail gasoline stations $ $ $ $ $ Terminals — — Total environmental liabilities $ $ $ $ $ Current portion $ $ Long-term portion Total environmental liabilities $ $ |
Long-Term Incentive Plan (Table
Long-Term Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Long-Term Incentive Plan | |
Summary of the status of the non-vested phantom units | Weighted Number of Average Non-vested Grant Date Units Fair Value ($) Outstanding non—vested units at December 31, 2015 Vested Forfeited Outstanding non—vested units at June 30, 2016 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Schedule of financial assets and financial liabilities measured at fair value on a recurring basis (in thousands) | Fair Value at June 30, 2016 Cash Collateral Level 1 Level 2 Level 3 Netting Total Assets: Forward derivative contracts (1) $ — $ $ $ — $ Foreign currency derivatives — — — Swap agreements and options — — — Exchange-traded/cleared derivative instruments (2) — — Pension plan — — — Total assets $ $ $ $ $ Liabilities: Forward derivative contracts (1) $ — $ $ $ — $ Interest rate swaps — — — Total liabilities $ — $ $ $ — $ Fair Value at December 31, 2015 Cash Collateral Level 1 Level 2 Level 3 Netting Total Assets: Forward derivative contracts (1) $ — $ $ $ — $ Foreign currency derivatives — — — Exchange-traded/cleared derivative instruments (2) — — Pension plan — — — Total assets $ $ $ $ $ Liabilities: Forward derivative contracts (1) $ — $ $ $ — $ Swap agreements and options — — — Interest rate swaps — — — Total liabilities $ — $ $ $ — $ (1) Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps. (2) Amount includes the effect of cash balances on deposit with clearing brokers. |
Carrying value and fair value of the Partnership’s senior notes (in thousands) | June 30, 2016 December 31, 2015 Face Fair Face Fair Value Value Value Value 6.25% Notes $ $ $ $ 7.00% Notes $ $ $ $ |
Schedule of sensitivity of fair value measurement to changes in significant unobservable inputs | Significant Impact on Fair Value Unobservable Input Position Change to Input Measurement Location basis Long Increase (decrease) Gain (loss) Location basis Short Increase (decrease) Loss (gain) Transportation Long Increase (decrease) Gain (loss) Transportation Short Increase (decrease) Loss (gain) Throughput costs Long Increase (decrease) Gain (loss) Throughput costs Short Increase (decrease) Loss (gain) |
Summary of the changes in fair value of Level 3 financial assets and liabilities (in thousands) | Fair value at December 31, 2015 $ Transfers into Level 3 — Derivatives entered into during the period Realized gains (losses) recorded in cost of sales Unrealized gains (losses) recorded in cost of sales Fair value at June 30, 2016 $ |
Sales and Disposition of Asse42
Sales and Disposition of Assets and Impairment Charges (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Sales and Disposition of Assets and Impairment Charges | |
Schedule of (Gain) Loss on Sale and Dispositions of Assets and Impairment Charges | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Periodic divesture of gasoline stations $ $ — $ $ Strategic asset divesture program — — — — Loss on assets held for sale — — Losses on impairment of assets — — Other Total $ $ $ $ |
Changes in Accumulated Other 43
Changes in Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Changes in Accumulated Other Comprehensive Loss | |
Schedule of changes in accumulated other comprehensive loss (in thousands) | Pension Three Months Ended June 30, 2016 Plan Derivatives Total Balance at March 31, 2016 $ $ $ Other comprehensive income before reclassifications of gain (loss) Amount of (loss) gain reclassified from accumulated other comprehensive income — Total comprehensive income Balance at June 30, 2016 $ $ $ Pension Six Months Ended June 30, 2016 Plan Derivatives Total Balance at December 31, 2015 $ $ $ Other comprehensive income before reclassifications of gain (loss) Amount of (loss) gain reclassified from accumulated other comprehensive income — Total comprehensive income Balance at June 30, 2016 $ $ $ |
Supplemental Guarantor Conden44
Supplemental Guarantor Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Supplemental Guarantor Condensed Consolidating Financial Statements | |
Schedule of condensed consolidating balance sheets | Condensed Consolidating Balance Sheet June 30, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ — $ Accounts receivable, net — Accounts receivable - affiliates Inventories — — Brokerage margin deposits — — Derivative assets — — Prepaid expenses and other current assets — Total current assets Property and equipment, net — Intangible assets, net — — Goodwill — Other assets — — Total assets $ $ $ $ Liabilities and partners' equity Current liabilities: Accounts payable $ $ $ — $ Accounts payable - affiliates — Working capital revolving credit facility - current portion — — Environmental liabilities - current portion — — Trustee taxes payable — — Accrued expenses and other current liabilities — Derivative liabilities — — Total current liabilities Working capital revolving credit facility - less current portion — — Revolving credit facility — — Senior notes — — Environmental liabilities - less current portion — — Financing obligations — — Deferred tax liabilities — — Other long-term liabilities — — Total liabilities Partners' equity Global Partners LP equity — Noncontrolling interest — — Total partners' equity — Total liabilities and partners' equity $ $ $ $ Condensed Consolidating Balance Sheet December 31, 2015 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ $ $ Accounts receivable, net — Accounts receivable - affiliates Inventories — — Brokerage margin deposits — — Derivative assets — — Prepaid expenses and other current assets — Total current assets Property and equipment, net — Intangible assets, net — — Goodwill — Other assets — — Total assets $ $ $ $ Liabilities and partners' equity Current liabilities: Cash overdraft $ $ — $ $ — Accounts payable — Accounts payable - affiliates — Working capital revolving credit facility - current portion — — Environmental liabilities - current portion — — Trustee taxes payable — — Accrued expenses and other current liabilities — Derivative liabilities — — Total current liabilities Working capital revolving credit facility - less current portion — — Revolving credit facility — — Senior notes — — Environmental liabilities - less current portion — — Financing obligations — — Deferred tax liabilities — — Other long-term liabilities — — Total liabilities Partners' equity Global Partners LP equity — Noncontrolling interest — — Total partners' equity — Total liabilities and partners' equity $ $ $ $ |
Schedule of condensed consolidating statements of income | Condensed Consolidating Statement of Operations Three Months Ended June 30, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ $ $ $ Cost of sales Gross profit — Costs and operating expenses: Selling, general and administrative expenses — Operating expenses — Amortization expense — — Net loss on sale and disposition of assets and impairment charges — — Total costs and operating expenses — Operating income (loss) — Interest expense — — Loss before income tax benefit — Income tax benefit — — Net loss — Net loss attributable to noncontrolling interest — — Net loss attributable to Global Partners LP — Less: General partners' interest in net loss, including incentive distribution rights — — Limited partners' interest in net loss $ $ $ — $ Condensed Consolidating Statement of Operations Three Months Ended June 30, 2015 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ $ $ $ Cost of sales Gross profit — Costs and operating expenses: Selling, general and administrative expenses — Operating expenses — Amortization expense — Net loss on sale and disposition of assets and impairment charges — — Total costs and operating expenses — Operating income (loss) — Interest expense — — Income before income tax benefit — Income tax benefit — — Net income — Net income attributable to noncontrolling interest — — Net income attributable to Global Partners LP — Less: General partners' interest in net income, including incentive distribution rights — — Limited partners' interest in net income $ $ $ — $ Condensed Consolidating Statement of Operations Six Months Ended June 30, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ $ $ $ Cost of sales Gross profit — Costs and operating expenses: Selling, general and administrative expenses — Operating expenses — Amortization expense — — Net loss on sale and disposition of assets and impairment charges — — Total costs and operating expenses — Operating income (loss) — Interest expense — — Loss before income tax benefit — Income tax benefit — — Net loss — Net loss attributable to noncontrolling interest — — Net loss attributable to Global Partners LP — Less: General partners' interest in net loss, including incentive distribution rights — — Limited partners' interest in net loss $ $ $ — $ Condensed Consolidating Statement of Operations Six Months Ended June 30, 2015 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ $ $ $ Cost of sales Gross profit — Costs and operating expenses: Selling, general and administrative expenses — Operating expenses — Amortization expense — Net loss on sale and disposition of assets and impairment charges — — Total costs and operating expenses — Operating income (loss) — Interest expense — Income before income tax expense — Income tax expense — — Net income — Net income attributable to noncontrolling interest — — Net income attributable to Global Partners LP — Less: General partners' interest in net income, including incentive distribution rights — — Limited partners' interest in net income $ $ $ — $ |
Schedule of condensed consolidating statements of cash flows | Condensed Consolidating Statement Cash Flows Six Months Ended June 30, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash used in (provided by) operating activities $ $ $ Cash flows from investing activities Capital expenditures — Proceeds from sale of property and equipment Net cash (used in) provided by investing activities Cash flows from financing activities Net borrowings from working capital revolving credit facility — Net payments on revolving credit facility — Proceeds from sale-leaseback, net — Distribution to noncontrolling interest Distributions to partners — Net cash provided by (used in) financing activities Cash and cash equivalents Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ $ $ Condensed Consolidating Statement Cash Flows Six Months Ended June 30, 2015 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash (used in) provided by operating activities $ $ $ Cash flows from investing activities Acquisitions — Capital expenditures Proceeds from sale of property and equipment — Net cash used in investing activities Cash flows from financing activities Proceeds from issuance of common units, net — Net borrowings from working capital revolving credit facility — Net borrowings from revolving credit facility — Proceeds from senior notes, net of discount — Payments on line of credit — Repurchase of common units — Noncontrolling interest capital contribution — Distribution to noncontrolling interest Distributions to partners — Net cash provided by (used in) financing activities Cash and cash equivalents Increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ $ $ |
Organization and Basis of Pre45
Organization and Basis of Presentation (Details) $ in Millions | Jun. 29, 2016USD ($)location | Jan. 07, 2015store | Apr. 30, 2016location | Jun. 30, 2016shares | Jun. 30, 2016itemshares | Dec. 31, 2015shares | Feb. 01, 2013 |
Organization | |||||||
Number of owned, leased and/or supplied gasoline stations | item | 1,511 | ||||||
Number of convenience stores | item | 290 | ||||||
General partner interest (as a percent) | 0.67% | 0.67% | |||||
Number of common units held | shares | 33,519,030 | 33,519,030 | 33,506,844 | ||||
Number of locations acquired | location | 22 | ||||||
Affiliates of general partner | |||||||
Organization | |||||||
General partner interest (as a percent) | 21.90% | ||||||
Number of common units held | shares | 7,434,775 | 7,434,775 | |||||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations [Member] | Sale Leaseback Sites [Member] | |||||||
Organization | |||||||
Number of sites under financing obligation | location | 30 | ||||||
Sale leaseback, gross proceeds | $ | $ 63.5 | ||||||
Warren Equities Inc | |||||||
Organization | |||||||
Number of convenience stores | store | 147 | ||||||
Percentage of outstanding membership interests acquired | 100.00% | ||||||
Basin Transload LLC | |||||||
Organization | |||||||
Percentage of outstanding membership interests acquired | 60.00% | ||||||
Members of Slifka family | |||||||
Organization | |||||||
General partner interest (as a percent) | 0.67% |
Organization and Basis of Pre46
Organization and Basis of Presentation - Risk (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)customer | Jun. 30, 2015customer | Jun. 30, 2016USD ($)customer | Jun. 30, 2015customer | Dec. 31, 2015USD ($) | |
Concentration of Risk | |||||
Number of significant customers | customer | 0 | 0 | 0 | 0 | |
Goodwill Impairment Forecast Period | 5 years | ||||
Goodwill | $ 435,369 | $ 435,369 | $ 435,369 | ||
Wholesale Segment | |||||
Concentration of Risk | |||||
Goodwill | 121,700 | 121,700 | 121,700 | ||
Maximum amount of goodwill impairment | 121,700 | 121,700 | |||
GDSO | |||||
Concentration of Risk | |||||
Goodwill | $ 313,700 | $ 313,700 | $ 313,700 | ||
Product | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 100.00% | 100.00% | |||
Product | Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 63.00% | 56.00% | |||
Product | Crude oil sales and crude oil logistics revenue | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 8.00% | 11.00% | |||
Product | Distillates (home heating oil, diesel and kerosene), residual oil, natural gas and propane sales | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 25.00% | 30.00% | |||
Product | Convenience store sales, rental income and sundry sales | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 4.00% | 3.00% | |||
Sales Revenue, Product Line [Member] | Product | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 100.00% | 100.00% | |||
Sales Revenue, Product Line [Member] | Product | Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 68.00% | 62.00% | |||
Sales Revenue, Product Line [Member] | Product | Crude oil sales and crude oil logistics revenue | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 7.00% | 13.00% | |||
Sales Revenue, Product Line [Member] | Product | Distillates (home heating oil, diesel and kerosene), residual oil, natural gas and propane sales | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 20.00% | 21.00% | |||
Sales Revenue, Product Line [Member] | Product | Convenience store sales, rental income and sundry sales | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 5.00% | 4.00% | |||
Product Margin [Member] | Customer | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 100.00% | 100.00% | |||
Product Margin [Member] | Customer | Wholesale Segment | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 21.00% | 37.00% | 23.00% | 40.00% | |
Product Margin [Member] | Customer | GDSO | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 75.00% | 59.00% | 73.00% | 55.00% | |
Product Margin [Member] | Customer | Commercial Segment | |||||
Concentration of Risk | |||||
Percentage of consolidated total | 4.00% | 4.00% | 4.00% | 5.00% |
Business Combinations (Details)
Business Combinations (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2015shares | Jun. 01, 2015USD ($)item | Jan. 14, 2015USD ($) | Jan. 07, 2015USD ($)storeitemlocation | Jun. 30, 2015shares | Dec. 31, 2014shares | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)item$ / shares | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($)$ / shares |
Acquisitions | ||||||||||
Number of convenience stores | item | 290 | |||||||||
Number of owned, leased and/or supplied gasoline stations | item | 1,511 | |||||||||
Number of common units sold | shares | 3,000,000 | 3,000,000 | ||||||||
Liabilities assumed: | ||||||||||
Goodwill | $ 435,369 | $ 435,369 | ||||||||
GDSO | ||||||||||
Liabilities assumed: | ||||||||||
Goodwill | 313,700 | 313,700 | ||||||||
Sale Leaseback Transaction, Net Book Value [Abstract] | ||||||||||
Sale Leaseback Transaction, Net Book Value | 20,300 | |||||||||
Wholesale Segment | ||||||||||
Liabilities assumed: | ||||||||||
Goodwill | 121,700 | 121,700 | ||||||||
Warren Equities Inc | ||||||||||
Acquisitions | ||||||||||
Percentage of outstanding membership interests acquired | 100.00% | |||||||||
Number of convenience stores | store | 147 | |||||||||
Number of commission agent locations acquired | location | 53 | |||||||||
Number of dealers with fuel supply rights acquired | item | 330 | |||||||||
Purchase price | $ 381,800 | |||||||||
Number of common units sold | shares | 3,565,000 | |||||||||
Acquisition related costs | ||||||||||
Restructuring charge paid | $ 0 | $ 1,800 | $ 500 | |||||||
Warren Equities Inc | Selling, general and administrative expenses | ||||||||||
Acquisition related costs | ||||||||||
Acquisition related costs incurred | 1,000 | 5,400 | ||||||||
Restructuring Charges | 2,300 | |||||||||
Revere terminal | ||||||||||
Acquisitions | ||||||||||
Purchase price | $ 23,700 | |||||||||
Liabilities assumed: | ||||||||||
Liability for contingent consideration | $ 0 | |||||||||
Contingent consideration period | 8 years | |||||||||
Capitol Petroleum Group | ||||||||||
Acquisitions | ||||||||||
Number of dealers with fuel supply rights acquired | item | 7 | |||||||||
Number of owned, leased and/or supplied gasoline stations | item | 97 | |||||||||
Purchase price | $ 155,700 | |||||||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||||||
Sales | 2,797,134 | 5,911,504 | ||||||||
Net income attributable to Global Partners LP | $ 6,611 | $ 39,422 | ||||||||
Net income per limited partner unit, basic and diluted | $ / shares | $ 0.13 | $ 1.12 | ||||||||
Capitol Petroleum Group | Selling, general and administrative expenses | ||||||||||
Acquisition related costs | ||||||||||
Acquisition related costs incurred | $ 3,100 | $ 3,100 |
Net (Loss) Income Per Limited48
Net (Loss) Income Per Limited Partner Unit (Details) $ / shares in Units, $ in Thousands | Jul. 27, 2016$ / shares | Apr. 26, 2016$ / shares | Jun. 11, 2015shares | Jun. 30, 2015shares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2015shares |
Net Income Per Limited Partner Unit | |||||||||
Repurchased units not deemed outstanding | shares | 476,553 | 476,553 | 488,719 | ||||||
Net (loss) income attributable to Global Partners LP | $ (7,310) | $ 7,218 | $ (14,334) | $ 37,633 | |||||
Declared distribution | 15,829 | 26,320 | 31,658 | 49,580 | |||||
Assumed allocation of undistributed net (loss) income | (23,139) | (19,102) | (45,992) | (11,947) | |||||
Assumed allocation of net (loss) income | $ (7,310) | $ 7,218 | $ (14,334) | $ 37,633 | |||||
Denominator: | |||||||||
Basic weighted average limited partner units outstanding | shares | 33,518,000 | 31,037,000 | 33,518,000 | 30,819,000 | |||||
Diluted weighted average limited partner units outstanding | shares | 33,518,000 | 31,214,000 | 33,518,000 | 30,978,000 | |||||
Basic net (loss) income per limited partner unit | $ / shares | $ (0.22) | $ 0.15 | $ (0.42) | $ 1.06 | |||||
Diluted net (loss) income per limited partner unit | $ / shares | $ (0.22) | $ 0.15 | $ (0.42) | $ 1.06 | |||||
Number of common units sold | shares | 3,000,000 | 3,000,000 | |||||||
General partner interest (as a percent) | 0.67% | 0.67% | |||||||
Weighted average General Partner interest (as a percent) | 0.73 | 0.73 | |||||||
Quarterly cash distribution declared (in dollars per unit) | $ / shares | $ 0.4625 | $ 0.4625 | |||||||
Subsequent event | |||||||||
Denominator: | |||||||||
Quarterly cash distribution declared (in dollars per unit) | $ / shares | $ 0.4625 | ||||||||
Common Unitholders | |||||||||
Net Income Per Limited Partner Unit | |||||||||
Net (loss) income attributable to Global Partners LP | $ (7,261) | $ 4,547 | $ (14,238) | $ 32,783 | |||||
Declared distribution | 15,723 | 23,543 | 31,446 | 44,619 | |||||
Assumed allocation of undistributed net (loss) income | (22,984) | (18,996) | (45,684) | (11,836) | |||||
Assumed allocation of net (loss) income | $ (7,261) | $ 4,547 | $ (14,238) | $ 32,783 | |||||
Denominator: | |||||||||
Basic weighted average limited partner units outstanding | shares | 33,518,000 | 31,037,000 | 33,518,000 | 30,819,000 | |||||
Dilutive effect of phantom units | shares | 177,000 | 159,000 | |||||||
Diluted weighted average limited partner units outstanding | shares | 33,518,000 | 31,214,000 | 33,518,000 | 30,978,000 | |||||
Basic net (loss) income per limited partner unit | $ / shares | $ (0.22) | $ 0.15 | $ (0.42) | $ 1.06 | |||||
Diluted net (loss) income per limited partner unit | $ / shares | $ (0.22) | $ 0.15 | $ (0.42) | $ 1.06 | |||||
General Partner | |||||||||
Net Income Per Limited Partner Unit | |||||||||
Net (loss) income attributable to Global Partners LP | $ (49) | $ 2,671 | $ (96) | $ 4,850 | |||||
Declared distribution | 106 | 159 | 212 | 316 | |||||
Assumed allocation of undistributed net (loss) income | (155) | (106) | (308) | (111) | |||||
Assumed allocation of net (loss) income | $ (49) | 53 | $ (96) | 205 | |||||
Denominator: | |||||||||
General partner interest (as a percent) | 0.67% | ||||||||
IDRs | |||||||||
Net Income Per Limited Partner Unit | |||||||||
Declared distribution | 2,618 | 4,645 | |||||||
Assumed allocation of net (loss) income | $ 2,618 | $ 4,645 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventories | ||
Inventories | $ 443,994 | $ 388,952 |
Positive exchange balances on inventory exchange agreements accounted for as accounts receivable | 8,000 | 3,400 |
Negative exchange balances on inventory exchange agreements accounted for as accounts payable | 13,600 | 12,100 |
Distillates: home heating oil, diesel and kerosene | ||
Inventories | ||
Inventories | 170,653 | 156,411 |
Gasoline | ||
Inventories | ||
Inventories | 76,018 | 62,467 |
Gasoline blendstocks | ||
Inventories | ||
Inventories | 38,145 | 32,542 |
Crude Oil | ||
Inventories | ||
Inventories | 119,748 | 102,253 |
Residual Oil | ||
Inventories | ||
Inventories | 17,622 | 12,895 |
Propane and other | ||
Inventories | ||
Inventories | 851 | 1,469 |
Renewable identification numbers (RINs) | ||
Inventories | ||
Inventories | 562 | 803 |
Convenience store inventory | ||
Inventories | ||
Inventories | $ 20,395 | $ 20,112 |
Derivative Financial Instrume50
Derivative Financial Instruments (Details) - Jun. 30, 2016 CAD in Millions, $ in Millions | CADitem | USD ($)item |
Exchange-Traded Derivatives | Long [Member] | ||
Volume of activity related to derivative financial instruments | ||
Nonmonetary units | 58,999 | 58,999 |
Exchange-Traded Derivatives | Short [Member] | ||
Volume of activity related to derivative financial instruments | ||
Nonmonetary units | 61,531 | 61,531 |
OTC Derivatives (Petroleum/Ethanol) | Long [Member] | ||
Volume of activity related to derivative financial instruments | ||
Nonmonetary units | 7,721 | 7,721 |
OTC Derivatives (Petroleum/Ethanol) | Short [Member] | ||
Volume of activity related to derivative financial instruments | ||
Nonmonetary units | 5,209 | 5,209 |
OTC Derivatives (Natural Gas) | Long [Member] | ||
Volume of activity related to derivative financial instruments | ||
Nonmonetary units | 13,617 | 13,617 |
OTC Derivatives (Natural Gas) | Short [Member] | ||
Volume of activity related to derivative financial instruments | ||
Nonmonetary units | 12,819 | 12,819 |
Interest Rate Swaps | ||
Volume of activity related to derivative financial instruments | ||
Monetary units | $ | $ 100 | |
Foreign Currency Derivatives | ||
Volume of activity related to derivative financial instruments | ||
Monetary units | CAD | CAD 1.4 | |
Open Forward Exchange Contracts | ||
Volume of activity related to derivative financial instruments | ||
Monetary units | $ | $ 1.1 | |
Forward rate of CAD to USD | 1.2967 | 1.2967 |
Derivative Financial Instrume51
Derivative Financial Instruments - FV Hedges (Details) - Fair Value Hedge - Cost of sales - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Futures contracts | ||||
Fair values of derivative financial instruments | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ (45,891) | $ (16,609) | $ (18,052) | $ 9,567 |
Inventories | ||||
Fair values of derivative financial instruments | ||||
Amount of Gain (Loss) Recognized in Income on Hedged Items | $ 52,663 | $ 17,289 | $ 28,488 | $ (6,332) |
Derivative Financial Instrume52
Derivative Financial Instruments - CF Hedges (Details) | Jun. 30, 2016USD ($)DerivativeInstrument | Dec. 31, 2015USD ($) | Jun. 19, 2014USD ($) | Sep. 30, 2013USD ($) | Apr. 30, 2011USD ($) | Oct. 31, 2009USD ($) |
Fair values of derivative financial instruments | ||||||
Stated interest rate (as a percent) | 6.25% | |||||
Senior Notes 6.25 Percent Due 2022 | ||||||
Fair values of derivative financial instruments | ||||||
Aggregate principal amount | $ 375,000,000 | $ 375,000,000 | $ 375,000,000 | |||
Stated interest rate (as a percent) | 6.25% | 6.25% | ||||
Cash Flow Hedges | ||||||
Fair values of derivative financial instruments | ||||||
Hedged borrowings | $ 100,000,000 | |||||
Cash Flow Hedges | Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Fair values of derivative financial instruments | ||||||
Hedged borrowings | $ 300,000,000 | |||||
Cash Flow Hedges | Interest Rate Swaps | ||||||
Fair values of derivative financial instruments | ||||||
Number of agreements in place | DerivativeInstrument | 1 | |||||
Cash Flow Hedges | Interest Rate Swaps | Credit Agreement Maturing 2018 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Fair values of derivative financial instruments | ||||||
Hedged borrowings | $ 100,000,000 | $ 100,000,000 | ||||
Fixed rate (as a percent) | 1.819% | 3.93% | ||||
Cash Flow Hedges | Interest Rate Cap | Credit Agreement Maturing 2018 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Fair values of derivative financial instruments | ||||||
Hedged borrowings | $ 100,000,000 | |||||
Maximum cap rate (as a percent) | 5.50% |
Derivative Financial Instrume53
Derivative Financial Instruments - CF Hedges Gain, Loss (Details) - Cash Flow Hedges - Derivatives designated as hedging instruments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Gains and losses from derivatives | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | $ 511 | $ 1,127 | $ 539 | $ 1,174 |
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness | 0 | 0 | ||
Interest Rate Swaps | ||||
Gains and losses from derivatives | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | $ 511 | 1,132 | $ 539 | 1,179 |
Interest Rate Cap | ||||
Gains and losses from derivatives | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | $ (5) | $ (5) |
Derivative Financial Instrume54
Derivative Financial Instruments - Not Designated (Details) - Derivatives not designated as hedging instruments $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($)item | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)item | Jun. 30, 2015USD ($) | |
Derivative Financial Instruments | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ 390 | $ 877 | $ 14 | $ 4,545 |
Commodity product | Cost of sales | ||||
Derivative Financial Instruments | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ 326 | 863 | $ (89) | 4,513 |
Commodity product | Maximum | ||||
Derivative Financial Instruments | ||||
Aggregate units of products in a controlled trading program | item | 250,000 | 250,000 | ||
Foreign Exchange | Cost of sales | ||||
Derivative Financial Instruments | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ 64 | $ 14 | $ 103 | $ 32 |
Derivative Financial Instrume55
Derivative Financial Instruments - Fair Value (Details) $ in Thousands | Jun. 30, 2016USD ($)item | Dec. 31, 2015USD ($) |
Fair values of derivative financial instruments | ||
Asset Derivatives | $ 64,636 | $ 161,476 |
Liability Derivatives | $ 110,154 | 35,254 |
Credit Risk | ||
Number of clearing brokers, primarily utilized | item | 3 | |
Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | $ 35,037 | 95,367 |
Liability Derivatives | 83,262 | |
Forward derivative contracts | Derivative assets | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 29,590 | 66,099 |
Forward derivative contracts | Derivative liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | 24,088 | 31,911 |
Open Forward Exchange Contracts | Other assets | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 9 | 10 |
Interest Rate Cap | Other long-term liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | 2,804 | |
Interest Rate Swaps | Other long-term liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | 3,343 | |
Derivatives designated as hedging instruments | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 4,023 | 83,645 |
Liability Derivatives | 11,503 | |
Derivatives designated as hedging instruments | Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 4,023 | 83,645 |
Liability Derivatives | 11,503 | |
Derivatives not designated as hedging instruments | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 60,613 | 77,831 |
Liability Derivatives | 98,651 | 35,254 |
Derivatives not designated as hedging instruments | Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 31,014 | 11,722 |
Liability Derivatives | 71,759 | |
Derivatives not designated as hedging instruments | Forward derivative contracts | Derivative assets | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 29,590 | 66,099 |
Derivatives not designated as hedging instruments | Forward derivative contracts | Derivative liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | 24,088 | 31,911 |
Derivatives not designated as hedging instruments | Open Forward Exchange Contracts | Other assets | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 9 | 10 |
Derivatives not designated as hedging instruments | Interest Rate Cap | Other long-term liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | $ 2,804 | |
Derivatives not designated as hedging instruments | Interest Rate Swaps | Other long-term liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | $ 3,343 |
Debt and Financing Obligations
Debt and Financing Obligations (Details) | Oct. 22, 2015 | Apr. 21, 2015 | Jun. 30, 2016USD ($) | Jun. 30, 2015 | Jun. 30, 2016USD ($)item | Jun. 30, 2015 | Feb. 24, 2016USD ($) | Feb. 23, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 01, 2015USD ($) | Jun. 19, 2014USD ($) |
Debt and Financing Obligations | |||||||||||
Working Capital Revolving Credit Facility, Current | $ 218,800,000 | $ 218,800,000 | $ 98,100,000 | ||||||||
Working Capital Revolving Credit Facility, Noncurrent | $ 150,000,000 | $ 150,000,000 | 150,000,000 | ||||||||
Stated interest rate (as a percent) | 6.25% | 6.25% | |||||||||
Credit Agreement Maturing 2018 [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Total available commitments | $ 1,775,000,000 | $ 1,775,000,000 | |||||||||
Number of line of credit facilities | item | 2 | ||||||||||
Servicing obligation | $ 0 | $ 0 | |||||||||
Average interest rates (as a percent) | 3.50% | 3.40% | 3.70% | 3.40% | |||||||
Total borrowings outstanding | $ 582,200,000 | $ 582,200,000 | |||||||||
Total remaining availability for borrowings and letters of credit | 825,900,000 | 825,900,000 | 1,200,000,000 | ||||||||
All Revolving credit facilities | |||||||||||
Debt and Financing Obligations | |||||||||||
Total available commitments | $ 1,475,000,000 | ||||||||||
Working Capital Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Total available commitments | 900,000,000,000 | 900,000,000,000 | 900,000,000 | $ 1,000,000,000 | 1,000,000,000 | ||||||
Line of Credit Facility Estimated Borrowings in Next Year | 150,000,000 | 150,000,000 | |||||||||
Long-term portion | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||
Working Capital Revolving Credit Facility, Current | 218,800,000 | 218,800,000 | 98,100,000 | ||||||||
Increased credit facility | 120,700,000 | ||||||||||
Credit Facility Swingline Feature [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Total available commitments | 50,000,000 | 50,000,000 | |||||||||
Revolving Credit Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Total available commitments | 575,000,000 | 575,000,000 | $ 575,000,000 | $ 775,000,000 | 775,000,000 | ||||||
Total borrowings outstanding | 213,400,000 | 213,400,000 | |||||||||
Credit Facility Accordion Feature [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Total available commitments | 300,000,000 | 300,000,000 | |||||||||
Letter of credit | |||||||||||
Debt and Financing Obligations | |||||||||||
Outstanding letters of credit | 66,900,000 | 66,900,000 | |||||||||
Senior Notes 6.25 Percent Due 2022 | |||||||||||
Debt and Financing Obligations | |||||||||||
Aggregate principal amount | $ 375,000,000 | $ 375,000,000 | 375,000,000 | $ 375,000,000 | |||||||
Stated interest rate (as a percent) | 6.25% | 6.25% | 6.25% | ||||||||
Minimum percentage of principal amount held by trustee or the holders to declare notes due and payable | 0.25% | ||||||||||
Indebtedness unpaid or accelerated debt triggering debt default | $ 15,000,000 | ||||||||||
Period for payment of default | 60 days | ||||||||||
Percentage of notes exchanged for SEC registered notes | 100.00% | ||||||||||
Senior Notes 7.00 Percent Due 2023 [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Aggregate principal amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | |||||||
Stated interest rate (as a percent) | 7.00% | ||||||||||
Minimum percentage of principal amount held by trustee or the holders to declare notes due and payable | 25.00% | ||||||||||
Percentage of principal amount that the Partnership may redeem | 35.00% | ||||||||||
Indebtedness unpaid or accelerated debt triggering debt default | $ 50,000,000 | ||||||||||
Period for payment of default | 60 days | ||||||||||
Percentage of notes exchanged for SEC registered notes | 100.00% | ||||||||||
Maximum | Credit Agreement Maturing 2018 [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Commitment fee on the unused portion (as a percent) | 0.50% | ||||||||||
Total Combined Leverage Ration, 1st period | 5.50 | 5.50 | |||||||||
Total Combined Leverage Ratio, thereafter | 5 | 5 | |||||||||
Minimum | Credit Agreement Maturing 2018 [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Commitment fee on the unused portion (as a percent) | 0.375% | ||||||||||
Eurocurrency/Eurodollar rate | Maximum | Working Capital Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 2.50% | ||||||||||
Eurocurrency/Eurodollar rate | Maximum | Revolving Credit Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 3.50% | ||||||||||
Eurocurrency/Eurodollar rate | Minimum | Working Capital Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 2.00% | ||||||||||
Eurocurrency/Eurodollar rate | Minimum | Revolving Credit Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 2.25% | ||||||||||
Cost of funds rate | Maximum | Working Capital Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 2.50% | ||||||||||
Cost of funds rate | Maximum | Revolving Credit Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 3.50% | ||||||||||
Cost of funds rate | Minimum | Working Capital Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 2.00% | ||||||||||
Cost of funds rate | Minimum | Revolving Credit Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 2.25% | ||||||||||
Base rate | Maximum | Working Capital Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 1.50% | ||||||||||
Base rate | Maximum | Revolving Credit Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 2.50% | ||||||||||
Base rate | Minimum | Working Capital Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||||
Base rate | Minimum | Revolving Credit Facility [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Interest rate margin (as a percent) | 1.25% | ||||||||||
Debt Instrument, Redemption, Period One [Member] | Senior Notes 6.25 Percent Due 2022 | |||||||||||
Debt and Financing Obligations | |||||||||||
Percentage of principal amount that the Partnership may redeem | 35.00% | ||||||||||
Redemption price as a percentage of principal amount | 106.25% | ||||||||||
Debt Instrument, Redemption, Period One [Member] | Senior Notes 7.00 Percent Due 2023 [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Redemption price as a percentage of principal amount | 107.00% | ||||||||||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes 6.25 Percent Due 2022 | |||||||||||
Debt and Financing Obligations | |||||||||||
Redemption price as a percentage of principal amount | 104.688% | ||||||||||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes 7.00 Percent Due 2023 [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Redemption price as a percentage of principal amount | 105.25% | ||||||||||
Debt Instrument, Redemption, Period Three [Member] | Senior Notes 6.25 Percent Due 2022 | |||||||||||
Debt and Financing Obligations | |||||||||||
Redemption price as a percentage of principal amount | 103.125% | ||||||||||
Debt Instrument, Redemption, Period Three [Member] | Senior Notes 7.00 Percent Due 2023 [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Redemption price as a percentage of principal amount | 103.50% | ||||||||||
Debt Instrument, Redemption, Period Four [Member] | Senior Notes 6.25 Percent Due 2022 | |||||||||||
Debt and Financing Obligations | |||||||||||
Redemption price as a percentage of principal amount | 101.563% | ||||||||||
Debt Instrument, Redemption, Period Four [Member] | Senior Notes 7.00 Percent Due 2023 [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Redemption price as a percentage of principal amount | 101.75% | ||||||||||
Debt Instrument, Redemption, Period Five [Member] | Senior Notes 6.25 Percent Due 2022 | |||||||||||
Debt and Financing Obligations | |||||||||||
Redemption price as a percentage of principal amount | 100.00% | ||||||||||
Debt Instrument, Redemption, Period Five [Member] | Senior Notes 7.00 Percent Due 2023 [Member] | |||||||||||
Debt and Financing Obligations | |||||||||||
Redemption price as a percentage of principal amount | 100.00% |
Debt and Financing Obligation57
Debt and Financing Obligations - Financing Obligations (Details) $ in Thousands | Jun. 29, 2016USD ($)itemlocation | Jun. 01, 2015USD ($)item | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Feb. 24, 2016USD ($) | Feb. 23, 2016USD ($) | Dec. 31, 2015USD ($) |
Financing Obligations | |||||||||
Financing obligation | $ 152,371 | $ 152,371 | $ 89,790 | ||||||
Future Minimum Sublease Rentals | |||||||||
Unamortized fees | 17,200 | 17,200 | 19,000 | ||||||
Write-off of a portion of the original issue discount and deferred financing fees | 1,828 | ||||||||
Amortization expenses | 2,948 | $ 2,927 | |||||||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations [Member] | Sale Leaseback Sites [Member] | |||||||||
Financing Obligations | |||||||||
Financing obligation | $ 62,500 | 62,500 | 62,500 | ||||||
Number of sites under financing obligation | location | 30 | ||||||||
Sale leaseback, gross proceeds | $ 63,500 | ||||||||
Initial lease term | 15 years | ||||||||
Number of 5-year options | item | 2 | ||||||||
Number of 10-year options | item | 1 | ||||||||
Sale leaseback financing fees | $ 1,000 | ||||||||
Future Minimum Lease Payments | |||||||||
2016 (7/1/16 - 12/31/16) | 2,205 | 2,205 | |||||||
2,017 | 4,411 | 4,411 | |||||||
2,018 | 4,411 | 4,411 | |||||||
2,019 | 4,411 | 4,411 | |||||||
2,020 | 4,411 | 4,411 | |||||||
Thereafter | 46,286 | 46,286 | |||||||
Total | 66,135 | 66,135 | |||||||
Future Minimum Sublease Rentals | |||||||||
2016 (7/1/16 - 12/31/16) | 972 | 972 | |||||||
2,017 | 1,315 | 1,315 | |||||||
2,018 | 692 | 692 | |||||||
2,019 | 256 | 256 | |||||||
2,020 | 169 | 169 | |||||||
Total | 3,404 | 3,404 | |||||||
Deferred financing fees capitalized | 1,000 | 1,000 | |||||||
Unamortized fees | 1,000 | 1,000 | |||||||
Capitol Petroleum Group | |||||||||
Financing Obligations | |||||||||
Financing obligation | $ 89,600 | 89,900 | 89,900 | ||||||
Number of sale-leaseback transactions | item | 2 | ||||||||
Number of sites under financing obligation | item | 53 | ||||||||
Lease rental payments | 2,400 | $ 800 | 4,700 | 800 | |||||
Long-Term Debt Caption [Member] | |||||||||
Future Minimum Sublease Rentals | |||||||||
Unamortized fees | 7,200 | 7,200 | 7,800 | ||||||
Interest Expense [Member] | |||||||||
Future Minimum Sublease Rentals | |||||||||
Amortization expenses | 1,500 | 1,400 | 2,900 | 2,900 | |||||
Interest Expense [Member] | Capitol Petroleum Group | |||||||||
Financing Obligations | |||||||||
Interest expense for sale-leaseback properties | 2,400 | $ 800 | 4,800 | $ 800 | |||||
Credit Agreement Maturing 2018 [Member] | |||||||||
Future Minimum Sublease Rentals | |||||||||
Total available commitments | 1,775,000 | 1,775,000 | |||||||
Credit Agreement Maturing 2018 [Member] | Other Assets, Current and Noncurrent [Member] | |||||||||
Future Minimum Sublease Rentals | |||||||||
Unamortized fees | 9,000 | 9,000 | 11,200 | ||||||
All Revolving credit facilities | |||||||||
Future Minimum Sublease Rentals | |||||||||
Total available commitments | $ 1,475,000 | ||||||||
Working Capital Facility [Member] | |||||||||
Future Minimum Sublease Rentals | |||||||||
Total available commitments | 900,000,000 | 900,000,000 | 900,000 | $ 1,000,000 | 1,000,000 | ||||
Working Capital Facility [Member] | Interest Expense [Member] | |||||||||
Future Minimum Sublease Rentals | |||||||||
Write-off of a portion of the original issue discount and deferred financing fees | 1,800 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Future Minimum Sublease Rentals | |||||||||
Total available commitments | $ 575,000 | $ 575,000 | $ 575,000 | $ 775,000 | $ 775,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Information on related party transaction | |||||
Receivables from related parties | $ 3,862,000 | $ 3,862,000 | $ 2,578,000 | ||
GPC | Terminal Storage Rental and Throughput Agreement [Member] | |||||
Information on related party transaction | |||||
Expenses incurred from transactions with related parties | $ 800,000 | ||||
GPC | Terminal Storage Rental and Throughput Agreement [Member] | Members of Slifka family | |||||
Related Party Transactions | |||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | |||
GPC | GPC Amended and Restated Services Agreement [Member] | |||||
Information on related party transaction | |||||
Related party amounts recorded as selling, general and administrative expenses | 8,000 | ||||
Notice period to terminate the receipt of services under the agreement | 90 days | ||||
AE Holdings | AEH Amended and Restated Services Agreement [Member] | |||||
Information on related party transaction | |||||
Amount to be received per year | $ 15,000 | ||||
General Partner | |||||
Information on related party transaction | |||||
Expenses incurred from transactions with related parties | $ 22,900,000 | $ 26,800,000 | 48,600,000 | $ 56,200,000 | |
Receivables from related parties | $ 3,900,000 | $ 3,900,000 | $ 2,600,000 |
Partners' Equity and Cash Dis59
Partners' Equity and Cash Distributions (Details) $ / shares in Units, $ in Thousands | Jul. 27, 2016$ / shares | May 16, 2016USD ($)$ / shares | Apr. 26, 2016$ / shares | Feb. 16, 2016USD ($)$ / shares | Jun. 30, 2016shares | Jun. 30, 2016item$ / sharesshares | Dec. 31, 2015shares |
Partners' Equity and Cash Distributions | |||||||
General partner interest (as a percent) | 0.67% | 0.67% | |||||
Repurchased units not deemed outstanding | shares | 476,553 | 476,553 | 488,719 | ||||
Period of distribution of available cash after end of each quarter | 45 days | ||||||
Number of quarters of cash reserves to provide funds for distributions to unitholders and General Partner | item | 4 | ||||||
Cash Distribution Payment | |||||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.4625 | $ 0.4625 | |||||
Cash distribution | $ | $ 15,829 | $ 15,829 | |||||
Distribution declared | |||||||
Quarterly cash distribution declared (in dollars per unit) | $ 0.4625 | $ 0.4625 | |||||
Affiliates of general partner | |||||||
Partners' Equity and Cash Distributions | |||||||
General partner interest (as a percent) | 21.90% | ||||||
Subsequent event | |||||||
Distribution declared | |||||||
Quarterly cash distribution declared (in dollars per unit) | 0.4625 | ||||||
Subsequent event | Annualized basis | |||||||
Distribution declared | |||||||
Quarterly cash distribution declared (in dollars per unit) | 1.85 | ||||||
Common Unitholders | |||||||
Partners' Equity and Cash Distributions | |||||||
Units issued | shares | 33,995,563 | 33,995,563 | |||||
Distribution declared | |||||||
Quarterly cash distribution declared (in dollars per unit) | 0.4625 | ||||||
Common Unitholders | Annualized basis | |||||||
Distribution declared | |||||||
Quarterly cash distribution declared (in dollars per unit) | $ 1.85 | ||||||
Common Unitholders | Affiliates of general partner | |||||||
Partners' Equity and Cash Distributions | |||||||
Units issued | shares | 7,434,775 | 7,434,775 | |||||
General Partner Interest | |||||||
Partners' Equity and Cash Distributions | |||||||
Units issued | shares | 230,303 | 230,303 | |||||
Common Unitholders | |||||||
Partners' Equity and Cash Distributions | |||||||
Limited partner ownership interest (as a percent) | 99.33% | ||||||
Cash Distribution Payment | |||||||
Cash distribution | $ | 15,723 | 15,723 | |||||
General Partner | |||||||
Partners' Equity and Cash Distributions | |||||||
General partner interest (as a percent) | 0.67% | ||||||
Cash Distribution Payment | |||||||
Cash distribution | $ | $ 106 | $ 106 | |||||
First Target Distribution | Maximum | |||||||
Partners' Equity and Cash Distributions | |||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.4625 | ||||||
First Target Distribution | Common Unitholders | Common Unitholders | |||||||
Partners' Equity and Cash Distributions | |||||||
Marginal Percentage Interest in Distributions | 99.33% | ||||||
First Target Distribution | General Partner | General Partner Interest | |||||||
Partners' Equity and Cash Distributions | |||||||
Marginal Percentage Interest in Distributions | 0.67% | ||||||
Second Target Distribution | Minimum | |||||||
Partners' Equity and Cash Distributions | |||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.4625 | ||||||
Second Target Distribution | Maximum | |||||||
Partners' Equity and Cash Distributions | |||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.5375 | ||||||
Second Target Distribution | Common Unitholders | Common Unitholders | |||||||
Partners' Equity and Cash Distributions | |||||||
Marginal Percentage Interest in Distributions | 86.33% | ||||||
Second Target Distribution | General Partner | General Partner Interest | |||||||
Partners' Equity and Cash Distributions | |||||||
Marginal Percentage Interest in Distributions | 13.67% | ||||||
Third Target Distribution | Minimum | |||||||
Partners' Equity and Cash Distributions | |||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.5375 | ||||||
Third Target Distribution | Maximum | |||||||
Partners' Equity and Cash Distributions | |||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.6625 | ||||||
Third Target Distribution | Common Unitholders | Common Unitholders | |||||||
Partners' Equity and Cash Distributions | |||||||
Marginal Percentage Interest in Distributions | 76.33% | ||||||
Third Target Distribution | General Partner | General Partner Interest | |||||||
Partners' Equity and Cash Distributions | |||||||
Marginal Percentage Interest in Distributions | 23.67% | ||||||
Thereafter | Minimum | |||||||
Partners' Equity and Cash Distributions | |||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.6625 | ||||||
Thereafter | Common Unitholders | Common Unitholders | |||||||
Partners' Equity and Cash Distributions | |||||||
Marginal Percentage Interest in Distributions | 51.33% | ||||||
Thereafter | General Partner | General Partner Interest | |||||||
Partners' Equity and Cash Distributions | |||||||
Marginal Percentage Interest in Distributions | 48.67% |
Unitholders' Equity (Details)
Unitholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 16, 2016 | Jun. 11, 2015 | May 19, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Number of common units sold | 3,000,000 | 3,000,000 | ||||
Common units issued in public offering, offer price (in dollars per share) | $ 38.12 | |||||
Net proceeds from public offering after deducting underwriting fees and offering expenses | $ 109,300 | $ 109,305 | ||||
Common Unitholders | At The Market Offering Program | ||||||
Aggregate offering price | $ 50,000 | |||||
Number of common units sold | 0 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands, gal in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)gal | Mar. 31, 2016gal | Jun. 30, 2015USD ($)gal | Jun. 30, 2016USD ($)gal | Jun. 30, 2015USD ($)gal | |
Summarized financial information for the Partnership's reportable segments | |||||
Sales | $ 2,146,199 | $ 2,680,088 | $ 3,897,011 | $ 5,659,204 | |
Product margin | 154,514 | 166,239 | 308,974 | 356,312 | |
Depreciation allocated to cost of sales | (25,172) | (22,051) | (49,573) | (43,566) | |
Gross profit | 129,342 | 144,188 | 259,401 | 312,746 | |
Wholesale Segment | |||||
Summarized financial information for the Partnership's reportable segments | |||||
Sales | 1,073,129 | 1,483,934 | 1,983,369 | 3,455,880 | |
Product margin | 32,768 | 60,941 | 72,006 | 141,034 | |
Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) | |||||
Summarized financial information for the Partnership's reportable segments | |||||
Sales | 594,411 | 718,971 | 937,140 | 1,495,114 | |
Product margin | 26,612 | 17,708 | 42,974 | 47,537 | |
Crude Oil | |||||
Summarized financial information for the Partnership's reportable segments | |||||
Sales | 160,595 | 363,880 | 309,097 | 615,990 | |
Product margin | (9,648) | 36,828 | (12,021) | 52,085 | |
Other oils and related products | |||||
Summarized financial information for the Partnership's reportable segments | |||||
Sales | 318,123 | 401,083 | 737,132 | 1,344,776 | |
Product margin | 15,804 | 6,405 | 41,053 | 41,412 | |
GDSO | |||||
Summarized financial information for the Partnership's reportable segments | |||||
Sales | 916,692 | 1,004,928 | 1,617,980 | 1,785,337 | |
Product margin | $ 116,266 | $ 98,275 | $ 224,578 | $ 196,697 | |
Sales volume supplied by Wholesale to GDSO (in gallons) | gal | 121 | 115 | 232 | 226 | |
Gasoline | |||||
Summarized financial information for the Partnership's reportable segments | |||||
Sales | $ 815,634 | $ 906,511 | $ 1,431,737 | $ 1,603,845 | |
Product margin | 66,999 | 53,209 | 132,386 | 114,908 | |
Station operations | |||||
Summarized financial information for the Partnership's reportable segments | |||||
Sales | 101,058 | 98,417 | 186,243 | 181,492 | |
Product margin | 49,267 | 45,066 | 92,192 | 81,789 | |
Commercial Segment | |||||
Summarized financial information for the Partnership's reportable segments | |||||
Sales | 156,378 | 191,226 | 295,662 | 417,987 | |
Product margin | $ 5,480 | $ 7,023 | $ 12,390 | $ 18,581 | |
Intersegment transaction | GDSO | |||||
Summarized financial information for the Partnership's reportable segments | |||||
Sales volume supplied by Wholesale to GDSO (in gallons) | gal | 121 | 115 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements | ||||
Combined gross profit | $ 129,342 | $ 144,188 | $ 259,401 | $ 312,746 |
Operating costs and expenses | ||||
Selling, general and administrative expenses | 36,640 | 45,391 | 71,624 | 94,177 |
Operating expenses | 75,891 | 72,168 | 148,127 | 140,824 |
Amortization expense | 2,359 | 3,070 | 4,868 | 8,411 |
Net loss on sale and disposition of assets and impairment charges | 2,530 | 213 | 8,635 | 650 |
Total costs and operating expenses | 117,420 | 120,842 | 233,254 | 244,062 |
Operating income | 11,922 | 23,346 | 26,147 | 68,684 |
Interest expense | (21,015) | (16,451) | (43,995) | (30,414) |
Income tax benefit (expense) | 550 | 719 | 1,470 | (247) |
Net (loss) income | (8,543) | 7,614 | (16,378) | 38,023 |
Net loss (income) attributable to noncontrolling interest | 1,233 | (396) | 2,044 | (390) |
Net (loss) income attributable to Global Partners LP | (7,310) | 7,218 | (14,334) | 37,633 |
Operating costs and expenses not allocated to operating segments | ||||
Operating costs and expenses | ||||
Selling, general and administrative expenses | 36,640 | 45,391 | 71,624 | 94,177 |
Operating expenses | 75,891 | 72,168 | 148,127 | 140,824 |
Amortization expense | 2,359 | 3,070 | 4,868 | 8,411 |
Net loss on sale and disposition of assets and impairment charges | 2,530 | 213 | 8,635 | 650 |
Total costs and operating expenses | $ 117,420 | $ 120,842 | $ 233,254 | $ 244,062 |
Segment Reporting - Assets (Det
Segment Reporting - Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Segment assets | ||
Total | $ 2,702,969 | $ 2,663,675 |
Wholesale Segment | ||
Segment assets | ||
Total | 811,817 | 774,352 |
Commercial Segment | ||
Segment assets | ||
Total | 1,000 | 3,224 |
GDSO | ||
Segment assets | ||
Total | 1,363,653 | 1,392,397 |
Unallocated | ||
Segment assets | ||
Total | $ 526,499 | $ 493,702 |
Property and Equipment (Details
Property and Equipment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($)location | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)itemlocation | Jun. 30, 2015USD ($) | Jul. 31, 2016location | Dec. 31, 2015USD ($)location | |
Property and Equipment | ||||||
Total property and equipment | $ 1,580,248 | $ 1,580,248 | $ 1,569,840 | |||
Less accumulated depreciation | 373,009 | 373,009 | 327,157 | |||
Total | 1,207,239 | $ 1,207,239 | $ 1,242,683 | |||
Number of discrete asset groups evaluated | item | 2 | |||||
Impairment charges | $ 2,155 | $ 2,155 | ||||
Number of sites classified as held for sale | location | 25 | 25 | 32 | 15 | ||
Assets held for sale | $ 44,700 | $ 44,700 | $ 7,400 | |||
Impairment charges related to assets held-for-sale | 108 | 5,644 | ||||
Crude Oil Activities [ Member ] | ||||||
Property and Equipment | ||||||
Long-lived assets subject to impairment | 42,100 | 42,100 | ||||
Net book value of potentially impaired assets | 66,200 | 66,200 | ||||
Loss on sale and disposition of assets and impairment charges | ||||||
Property and Equipment | ||||||
Impairment charges | 2,200 | 2,200 | ||||
Impairment charges related to assets held-for-sale | 100 | $ 0 | 5,600 | $ 0 | ||
Commercial Segment | Loss on sale and disposition of assets and impairment charges | ||||||
Property and Equipment | ||||||
Impairment charges | 1,900 | |||||
GDSO | Loss on sale and disposition of assets and impairment charges | ||||||
Property and Equipment | ||||||
Impairment charges | 300 | 300 | ||||
Buildings, docks, terminal facilities and improvements | ||||||
Property and Equipment | ||||||
Total property and equipment | 1,007,163 | 1,007,163 | 992,917 | |||
Land | ||||||
Property and Equipment | ||||||
Total property and equipment | 437,185 | 437,185 | 450,045 | |||
Fixtures and equipment | ||||||
Property and Equipment | ||||||
Total property and equipment | 40,340 | 40,340 | 40,946 | |||
Construction in process | ||||||
Property and Equipment | ||||||
Total property and equipment | 76,708 | 76,708 | 67,080 | |||
Construction in process | Cascade Kelly | Ethanol plants | ||||||
Property and Equipment | ||||||
Total | 30,500 | 30,500 | 30,500 | |||
Capitalized internal use software | ||||||
Property and Equipment | ||||||
Total property and equipment | $ 18,852 | $ 18,852 | $ 18,852 |
Environmental Liabilities, As65
Environmental Liabilities, Asset Retirement Obligations and Renewable Identification Numbers (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||
Apr. 30, 2016location | Dec. 31, 2012USD ($)item | Jun. 30, 2010USD ($)item | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jan. 31, 2015USD ($) | Mar. 31, 2012USD ($) | |
Environmental Liabilities | |||||||||
Number of gasoline stations acquired | location | 22 | ||||||||
Changes in environmental liabilities during the period | |||||||||
Balance at the beginning of the period | $ 73,233 | ||||||||
Payments | (2,152) | ||||||||
Dispositions | (750) | ||||||||
Other Adjustments | 150 | ||||||||
Balance at the end of the period | 70,481 | ||||||||
Environmental liabilities | |||||||||
Current portion | $ 5,337 | $ 5,350 | |||||||
Long-term portion | 65,144 | 67,883 | |||||||
Total environmental liabilities | $ 73,233 | 70,481 | 73,233 | ||||||
Renewable Identification Numbers (RINs) | |||||||||
Settlement period of RVO | 1 year | ||||||||
RIN Deficiency | 100 | 400 | |||||||
Other long-term liabilities | |||||||||
Asset Retirement Obligations | |||||||||
Asset Retirement Obligations, Noncurrent | 8,100 | 7,800 | |||||||
Retail Gasoline Stations | |||||||||
Changes in environmental liabilities during the period | |||||||||
Balance at the beginning of the period | $ 68,451 | ||||||||
Payments | (2,037) | ||||||||
Dispositions | (750) | ||||||||
Other Adjustments | 150 | ||||||||
Balance at the end of the period | 65,814 | ||||||||
Environmental liabilities | |||||||||
Total environmental liabilities | 68,451 | 65,814 | 68,451 | ||||||
Mutual Oil Gasoline Stations | |||||||||
Environmental Liabilities | |||||||||
Assumed environmental liabilities, recorded on an undiscounted basis | $ 600 | ||||||||
Number of gasoline stations acquired | item | 6 | ||||||||
Alliance Gasoline Stations | |||||||||
Environmental Liabilities | |||||||||
Assumed environmental liabilities, recorded on an undiscounted basis | $ 16,100 | ||||||||
ExxonMobil Gasoline Stations | |||||||||
Environmental Liabilities | |||||||||
Assumed environmental liabilities, recorded on an undiscounted basis | 30,000 | ||||||||
Terminals | |||||||||
Changes in environmental liabilities during the period | |||||||||
Balance at the beginning of the period | 4,782 | ||||||||
Payments | (115) | ||||||||
Balance at the end of the period | 4,667 | ||||||||
Environmental liabilities | |||||||||
Total environmental liabilities | $ 4,782 | $ 4,667 | $ 4,782 | ||||||
Terminals in Newburgh New York | |||||||||
Environmental Liabilities | |||||||||
Assumed environmental liabilities, recorded on an undiscounted basis | $ 1,500 | ||||||||
Number of refined petroleum products terminals acquired | item | 3 | ||||||||
Capitol Petroleum Group | Retail Gasoline Stations | |||||||||
Environmental Liabilities | |||||||||
Assumed environmental liabilities, recorded on an undiscounted basis | $ 300 | ||||||||
Revere terminal | |||||||||
Environmental Liabilities | |||||||||
Assumed environmental liabilities, recorded on an undiscounted basis | $ 3,100 | ||||||||
Warren Equities Inc | Retail Gasoline Stations | |||||||||
Environmental Liabilities | |||||||||
Assumed environmental liabilities, recorded on an undiscounted basis | $ 36,500 |
Long-Term Incentive Plan (Detai
Long-Term Incentive Plan (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 80 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Long-Term Incentive Plan | ||||||||
Number of common units initially authorized for issuance under LTIP (in shares) | 4,300,000 | 4,300,000 | ||||||
Vested (in shares) | (10,659) | |||||||
Number of Non-vested Units | ||||||||
Outstanding non-vested units at the beginning of the period (in shares) | 595,720 | |||||||
Vested (in shares) | (10,659) | |||||||
Forfeited (in shares) | (1,527) | |||||||
Outstanding non-vested units at the end of the period (in shares) | 583,534 | 583,534 | 595,720 | 595,720 | ||||
Weighted Average Grant Date Fair Value | ||||||||
Outstanding non-vested units at the beginning of the period (in dollars per share) | $ 38.85 | |||||||
Vested (in dollars per share) | 35.94 | |||||||
Forfeited (in dollars per share) | 32.75 | |||||||
Outstanding non-vested units at the end of the period (in dollars per share) | $ 38.92 | $ 38.92 | $ 38.85 | $ 38.85 | ||||
Repurchase Program | ||||||||
Aggregate common units authorized to be acquired (in shares) | 1,242,427 | 1,242,427 | ||||||
Common units repurchased by General Partner (in shares) | 0 | 838,505 | ||||||
Common units repurchased by General Partner | $ 24,800,000 | |||||||
Repurchased units not deemed outstanding | 476,553 | 476,553 | 488,719 | 488,719 | ||||
CEO Authorized LTIP | ||||||||
Long-Term Incentive Plan | ||||||||
Number of years for which Plan was approved | 3 years | |||||||
Aggregate amount of CEO authorized shares to grant in each calendar year | $ 2,000,000 | |||||||
Maximum value of grant | $ 550,000 | |||||||
CEO Authorized LTIP expiration period | 6 years | |||||||
Phantom Unit Awards [Member] | ||||||||
Long-Term Incentive Plan | ||||||||
Phantom units granted (in shares) | 0 | 76,893 | 44,902 | 498,112 | ||||
Compensation cost related to the non-vested awards not yet recognized | $ 12,200,000 | $ 12,200,000 | ||||||
Number of Non-vested Units | ||||||||
Granted (in shares) | 0 | 76,893 | 44,902 | 498,112 | ||||
Phantom Unit Awards [Member] | Selling, general and administrative expenses | ||||||||
Long-Term Incentive Plan | ||||||||
Compensation expenses for phantom unit awards | $ 1,100,000 | $ 1,100,000 | $ 2,200,000 | $ 2,100,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016USD ($)$ / item | Jun. 30, 2015$ / item | Dec. 31, 2015USD ($)$ / item | Jun. 01, 2015USD ($) | Jun. 19, 2014USD ($) | |
Liabilities: | |||||
Stated interest rate (as a percent) | 6.25% | ||||
Senior Notes 6.25 Percent Due 2022 | |||||
Liabilities: | |||||
Stated interest rate (as a percent) | 6.25% | 6.25% | |||
Face value of debt instrument | $ 375,000,000 | $ 375,000,000 | $ 375,000,000 | ||
Fair value of debt instrument | 309,844,000 | 307,500,000 | |||
Senior Notes 7.00 Percent Due 2023 [Member] | |||||
Liabilities: | |||||
Stated interest rate (as a percent) | 7.00% | ||||
Face value of debt instrument | 300,000,000 | 300,000,000 | $ 300,000,000 | ||
Fair value of debt instrument | 247,875,000 | 249,000,000 | |||
Level 3 | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||||
Fair Value, beginning of period | 64,000 | ||||
Purchases | 1,097,000 | ||||
Recognized gains (losses) recorded in cost of sales | 147,000 | ||||
Unrecognized gains (losses) recorded in cost of sales | (89,000) | ||||
Fair Value, end of period | $ 1,219,000 | $ 64,000 | |||
Minimum | Level 3 | |||||
Liabilities: | |||||
Estimated margin, crude oil (in dollars per barrel) | $ / item | 2.35 | 4 | |||
Estimated margin, propane (in dollars per barrel) | $ / item | 0.42 | 2.10 | |||
Maximum | Level 3 | |||||
Liabilities: | |||||
Estimated margin, crude oil (in dollars per barrel) | $ / item | 12.50 | 13.55 | |||
Estimated margin, propane (in dollars per barrel) | $ / item | 10.50 | 9.66 | |||
Recurring basis | |||||
Assets: | |||||
Cash collateral netting | $ 87,589,000 | $ (64,040,000) | |||
Recurring basis | Exchange-Traded Derivatives | |||||
Assets: | |||||
Cash collateral netting | 87,589,000 | (64,040,000) | |||
Recurring basis | Total estimated fair value | |||||
Assets: | |||||
Pension plans | 16,607,000 | 16,886,000 | |||
Total assets | 85,569,000 | 114,322,000 | |||
Liabilities: | |||||
Total liabilities | (26,892,000) | (35,254,000) | |||
Recurring basis | Total estimated fair value | Forward derivative contracts | |||||
Assets: | |||||
Derivative assets | 29,508,000 | 66,099,000 | |||
Liabilities: | |||||
Derivative liabilities | (24,088,000) | (31,255,000) | |||
Recurring basis | Total estimated fair value | Swap agreements and option contracts | |||||
Assets: | |||||
Derivative assets | 82,000 | ||||
Liabilities: | |||||
Derivative liabilities | (656,000) | ||||
Recurring basis | Total estimated fair value | Foreign Currency Derivatives | |||||
Assets: | |||||
Derivative assets | 9,000 | 10,000 | |||
Recurring basis | Total estimated fair value | Interest Rate Swaps | |||||
Liabilities: | |||||
Derivative liabilities | (2,804,000) | (3,343,000) | |||
Recurring basis | Total estimated fair value | Exchange-Traded Derivatives | |||||
Assets: | |||||
Exchange-traded/cleared derivative instruments | 39,363,000 | 31,327,000 | |||
Recurring basis | Total estimated fair value | Level 1 | |||||
Assets: | |||||
Pension plans | 16,607,000 | 16,886,000 | |||
Total assets | (31,619,000) | 112,253,000 | |||
Recurring basis | Total estimated fair value | Level 1 | Exchange-Traded Derivatives | |||||
Assets: | |||||
Exchange-traded/cleared derivative instruments | (48,226,000) | 95,367,000 | |||
Recurring basis | Total estimated fair value | Level 2 | |||||
Assets: | |||||
Total assets | 27,172,000 | 62,392,000 | |||
Liabilities: | |||||
Total liabilities | (25,684,000) | (31,601,000) | |||
Recurring basis | Total estimated fair value | Level 2 | Forward derivative contracts | |||||
Assets: | |||||
Derivative assets | 27,081,000 | 62,382,000 | |||
Liabilities: | |||||
Derivative liabilities | (22,880,000) | (27,602,000) | |||
Recurring basis | Total estimated fair value | Level 2 | Swap agreements and option contracts | |||||
Assets: | |||||
Derivative assets | 82,000 | ||||
Liabilities: | |||||
Derivative liabilities | (656,000) | ||||
Recurring basis | Total estimated fair value | Level 2 | Foreign Currency Derivatives | |||||
Assets: | |||||
Derivative assets | 9,000 | 10,000 | |||
Recurring basis | Total estimated fair value | Level 2 | Interest Rate Swaps | |||||
Liabilities: | |||||
Derivative liabilities | (2,804,000) | (3,343,000) | |||
Recurring basis | Total estimated fair value | Level 3 | |||||
Assets: | |||||
Total assets | 2,427,000 | 3,717,000 | |||
Liabilities: | |||||
Total liabilities | (1,208,000) | (3,653,000) | |||
Recurring basis | Total estimated fair value | Level 3 | Forward derivative contracts | |||||
Assets: | |||||
Derivative assets | 2,427,000 | 3,717,000 | |||
Liabilities: | |||||
Derivative liabilities | $ (1,208,000) | $ (3,653,000) |
Sales and Disposition of Asse68
Sales and Disposition of Assets and Impairment Charges (Details) $ in Thousands | May 26, 2016location | May 20, 2016location | Jun. 30, 2016USD ($)location | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)location | Jun. 30, 2015USD ($) | Jul. 31, 2016location | Dec. 31, 2015USD ($)location |
Sales and Disposition of Assets and Impairment Charges | ||||||||
Loss on periodic divestiture of gasoline stations | $ 78 | $ 657 | $ 210 | |||||
Impairment charges related to assets held-for-sale | 108 | 5,644 | ||||||
Sale of non-strategic owned or leasehold assets | 8,635 | 650 | ||||||
Loss on impairment of assets | 2,155 | 2,155 | ||||||
Other | 189 | $ 213 | 179 | 440 | ||||
(Gain) loss on sale and dispositions of assets and impairment charges | $ 2,530 | 213 | $ 8,635 | 650 | ||||
Number of sites under sales agreement | location | 31 | |||||||
Number of non-strategic sites | location | 90 | |||||||
Number of sites classified as held for sale | location | 25 | 25 | 32 | 15 | ||||
Property and Equipment [Member] | ||||||||
Sales and Disposition of Assets and Impairment Charges | ||||||||
Assets held for sale | $ 44,700 | $ 44,700 | $ 7,400 | |||||
Loss on sale and disposition of assets and impairment charges | ||||||||
Sales and Disposition of Assets and Impairment Charges | ||||||||
Impairment charges related to assets held-for-sale | 100 | $ 0 | 5,600 | $ 0 | ||||
Loss on impairment of assets | 2,200 | 2,200 | ||||||
Loss on sale and disposition of assets and impairment charges | Commercial Segment | ||||||||
Sales and Disposition of Assets and Impairment Charges | ||||||||
Loss on impairment of assets | 1,900 | |||||||
Loss on sale and disposition of assets and impairment charges | GDSO | ||||||||
Sales and Disposition of Assets and Impairment Charges | ||||||||
Loss on impairment of assets | $ 300 | $ 300 | ||||||
Mirabito Disposition [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||||||
Sales and Disposition of Assets and Impairment Charges | ||||||||
Number of sites under sales agreement | location | 31 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)item | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Income Tax Contingency [Line Items] | |||||
Income Tax Expense (Benefit) | $ (550) | $ (719) | $ (1,470) | $ 247 | |
Number of wholly owned subsidiaries which are taxable for federal and state income tax purposes | item | 1 | ||||
Unrecognized tax benefits | 800 | $ 800 | $ 100 | ||
Portion of unrecognized tax benefits that would impact the effective tax rate if recognized | 700 | 700 | $ 0 | ||
Increase in unrecognized tax benefits, reserve for state income tax | 700 | 700 | |||
Potential increase in unrecognized tax benefits in next 12 months | $ 800 | 800 | |||
Gross interest and penalties accrued | 100 | ||||
Parent Company [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Income Tax Expense (Benefit) | $ 0 |
Legal Proceedings (Details)
Legal Proceedings (Details) gal in Millions | Jun. 10, 2016USD ($) | Feb. 03, 2016USD ($) | Oct. 05, 2015item | Jun. 30, 2016agal |
Alleged Violations of Clean Air Act at Albany Terminal [Member] | ||||
Other legal proceedings | ||||
Terminal area (in acres) | a | 63 | |||
Number of plaintiffs added | item | 2 | |||
Damages sought | $ 37,500 | |||
Contract Dispute with Counterparty [Member] | Transfer of Renewable Fuel Identification Numbers [Member] | ||||
Other legal proceedings | ||||
Damages sought | $ 12,000,000 | |||
Damages awarded | $ 1,500,000 | |||
Damages from Product Defects [Member] | ||||
Other legal proceedings | ||||
Quantity of product affected (in gallons) | gal | 14 |
Changes in Accumulated Other 71
Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Changes in Accumulated Other Comprehensive Loss | ||||
Balance, beginning of period | $ 693,984 | |||
Total other comprehensive income | $ 898 | $ 1,026 | 1,227 | $ 1,300 |
Balance, end of period | 648,032 | 648,032 | ||
Derivatives | ||||
Changes in Accumulated Other Comprehensive Loss | ||||
Balance, beginning of period | (3,397) | (3,658) | ||
Other comprehensive (loss) income before reclassifications of gain (loss) | 592 | 853 | ||
Total other comprehensive income | 592 | 853 | ||
Balance, end of period | (2,805) | (2,805) | ||
Pension Plan | ||||
Changes in Accumulated Other Comprehensive Loss | ||||
Balance, beginning of period | (4,368) | (4,436) | ||
Other comprehensive (loss) income before reclassifications of gain (loss) | 316 | 393 | ||
Amount of gain (loss) reclassified from accumulated other comprehensive (loss) income | (10) | (19) | ||
Total other comprehensive income | 306 | 374 | ||
Balance, end of period | (4,062) | (4,062) | ||
Accumulated Other Comprehensive Loss | ||||
Changes in Accumulated Other Comprehensive Loss | ||||
Balance, beginning of period | (7,765) | (8,094) | ||
Other comprehensive (loss) income before reclassifications of gain (loss) | 908 | 1,246 | ||
Amount of gain (loss) reclassified from accumulated other comprehensive (loss) income | (10) | (19) | ||
Total other comprehensive income | 898 | 1,227 | ||
Balance, end of period | (6,867) | (6,867) | ||
Accumulated Other Comprehensive Loss | ||||
Changes in Accumulated Other Comprehensive Loss | ||||
Balance, beginning of period | (8,094) | |||
Total other comprehensive income | 1,227 | |||
Balance, end of period | $ (6,867) | $ (6,867) |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Jul. 27, 2016$ / shares | May 26, 2016location | May 20, 2016location | Apr. 26, 2016$ / shares | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($)location | Jun. 30, 2016USD ($)location | Jun. 30, 2015USD ($) | Jul. 31, 2016location | Dec. 31, 2015location |
Subsequent Events | ||||||||||
Quarterly cash distribution declared (in dollars per unit) | $ 0.4625 | $ 0.4625 | ||||||||
Number of sites under sales agreement | location | 31 | |||||||||
Cash price | $ | $ 11,682 | $ 1,251 | ||||||||
Number of non-strategic sites | location | 90 | |||||||||
Number of sites classified as held for sale | location | 25 | 25 | 32 | 15 | ||||||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Mirabito Disposition [Member] | ||||||||||
Subsequent Events | ||||||||||
Number of sites under sales agreement | location | 31 | |||||||||
Common Unitholders | ||||||||||
Subsequent Events | ||||||||||
Quarterly cash distribution declared (in dollars per unit) | 0.4625 | |||||||||
GDSO | ||||||||||
Subsequent Events | ||||||||||
Net book value | $ | $ 20,300 | $ 20,300 | ||||||||
Annualized basis | Common Unitholders | ||||||||||
Subsequent Events | ||||||||||
Quarterly cash distribution declared (in dollars per unit) | 1.85 | |||||||||
Scenario, Forecast [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Mirabito Disposition [Member] | ||||||||||
Subsequent Events | ||||||||||
Cash price | $ | $ 40,000 | |||||||||
Subsequent event | ||||||||||
Subsequent Events | ||||||||||
Quarterly cash distribution declared (in dollars per unit) | 0.4625 | |||||||||
Subsequent event | Annualized basis | ||||||||||
Subsequent Events | ||||||||||
Quarterly cash distribution declared (in dollars per unit) | $ 1.85 |
Supp Guarantor Cond Cons Fin St
Supp Guarantor Cond Cons Fin Stmts - B/S (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Ownership interest (as a percent) | 100.00% | |||
Current assets: | ||||
Cash and cash equivalents | $ 8,594 | $ 1,116 | $ 11,187 | $ 5,238 |
Accounts receivable, net | 358,142 | 311,354 | ||
Accounts receivable-affiliates | 3,862 | 2,578 | ||
Inventories | 443,994 | 388,952 | ||
Brokerage margin deposits | 39,363 | 31,327 | ||
Derivate assets | 29,590 | 66,099 | ||
Prepaid expenses and other current assets | 67,678 | 65,609 | ||
Total current assets | 951,223 | 867,035 | ||
Property and equipment, net | 1,207,239 | 1,242,683 | ||
Intangible assets, net | 70,200 | 75,694 | ||
Goodwill | 435,369 | 435,369 | ||
Other assets | 38,938 | 42,894 | ||
Total assets | 2,702,969 | 2,663,675 | ||
Current liabilities: | ||||
Accounts payable | 286,807 | 303,781 | ||
Working capital revolving credit facility-current portion | 218,800 | 98,100 | ||
Environmental liabilities-current portion | 5,337 | 5,350 | ||
Trustee taxes payable | 96,364 | 95,264 | ||
Accrued expenses and other current liabilities | 48,471 | 60,328 | ||
Derivative liabilities | 24,088 | 31,911 | ||
Total current liabilities | 679,867 | 594,734 | ||
Working capital revolving credit facility-less current portion | 150,000 | 150,000 | ||
Revolving credit facility | 213,400 | 269,000 | ||
Senior notes | 657,866 | 656,564 | ||
Environmental liabilities-less current portion | 65,144 | 67,883 | ||
Financing obligation | 152,371 | 89,790 | ||
Deferred tax liabilities | 79,738 | 84,836 | ||
Other long-term liabilities | 56,551 | 56,884 | ||
Total liabilities | 2,054,937 | 1,969,691 | ||
Partners' equity | ||||
Total Global Partners LP equity | 605,679 | 647,789 | ||
Noncontrolling interest | 42,353 | 46,195 | ||
Total partners' equity | 648,032 | 693,984 | ||
Total liabilities and partners' equity | 2,702,969 | 2,663,675 | ||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | (3,574) | |||
Accounts receivable-affiliates | (110) | (913) | ||
Total current assets | (110) | (4,487) | ||
Total assets | (110) | (4,487) | ||
Current liabilities: | ||||
Cash overdraft | (3,574) | |||
Accounts payable - affiliates | (110) | (913) | ||
Total current liabilities | (110) | (4,487) | ||
Total liabilities | (110) | (4,487) | ||
Partners' equity | ||||
Total liabilities and partners' equity | (110) | (4,487) | ||
(Issuer) Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 8,029 | (3,574) | 7,841 | 2,560 |
Accounts receivable, net | 357,960 | 311,079 | ||
Accounts receivable-affiliates | 3,892 | 2,745 | ||
Inventories | 443,994 | 388,952 | ||
Brokerage margin deposits | 39,363 | 31,327 | ||
Derivate assets | 29,590 | 66,099 | ||
Prepaid expenses and other current assets | 67,288 | 65,376 | ||
Total current assets | 950,116 | 865,578 | ||
Property and equipment, net | 1,173,484 | 1,203,251 | ||
Intangible assets, net | 70,200 | 75,694 | ||
Goodwill | 349,306 | 349,306 | ||
Other assets | 38,938 | 42,894 | ||
Total assets | 2,582,044 | 2,536,723 | ||
Current liabilities: | ||||
Cash overdraft | 3,574 | |||
Accounts payable | 286,538 | 303,242 | ||
Accounts payable - affiliates | 80 | 746 | ||
Working capital revolving credit facility-current portion | 218,800 | 98,100 | ||
Environmental liabilities-current portion | 5,337 | 5,350 | ||
Trustee taxes payable | 96,364 | 95,264 | ||
Accrued expenses and other current liabilities | 48,278 | 59,742 | ||
Derivative liabilities | 24,088 | 31,911 | ||
Total current liabilities | 679,485 | 597,929 | ||
Working capital revolving credit facility-less current portion | 150,000 | 150,000 | ||
Revolving credit facility | 213,400 | 269,000 | ||
Senior notes | 657,866 | 656,564 | ||
Environmental liabilities-less current portion | 65,144 | 67,883 | ||
Financing obligation | 152,371 | 89,790 | ||
Deferred tax liabilities | 79,738 | 84,836 | ||
Other long-term liabilities | 56,551 | 56,884 | ||
Total liabilities | 2,054,555 | 1,972,886 | ||
Partners' equity | ||||
Total Global Partners LP equity | 527,489 | 563,837 | ||
Total partners' equity | 527,489 | 563,837 | ||
Total liabilities and partners' equity | 2,582,044 | 2,536,723 | ||
Non-Guarantor Subsidiary | ||||
Current assets: | ||||
Cash and cash equivalents | 565 | 4,690 | $ 3,346 | $ 2,678 |
Accounts receivable, net | 182 | 275 | ||
Accounts receivable-affiliates | 80 | 746 | ||
Prepaid expenses and other current assets | 390 | 233 | ||
Total current assets | 1,217 | 5,944 | ||
Property and equipment, net | 33,755 | 39,432 | ||
Goodwill | 86,063 | 86,063 | ||
Total assets | 121,035 | 131,439 | ||
Current liabilities: | ||||
Accounts payable | 269 | 539 | ||
Accounts payable - affiliates | 30 | 167 | ||
Accrued expenses and other current liabilities | 193 | 586 | ||
Total current liabilities | 492 | 1,292 | ||
Total liabilities | 492 | 1,292 | ||
Partners' equity | ||||
Total Global Partners LP equity | 78,190 | 83,952 | ||
Noncontrolling interest | 42,353 | 46,195 | ||
Total partners' equity | 120,543 | 130,147 | ||
Total liabilities and partners' equity | $ 121,035 | $ 131,439 |
Supp Guarantor Cond Cons Fin 74
Supp Guarantor Cond Cons Fin Stmts - I/S (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Sales | $ 2,146,199 | $ 2,680,088 | $ 3,897,011 | $ 5,659,204 |
Cost of sales | 2,016,857 | 2,535,900 | 3,637,610 | 5,346,458 |
Gross profit | 129,342 | 144,188 | 259,401 | 312,746 |
Costs and operating expenses: | ||||
Selling, general and administrative expenses | 36,640 | 45,391 | 71,624 | 94,177 |
Operating expenses | 75,891 | 72,168 | 148,127 | 140,824 |
Amortization expense | 2,359 | 3,070 | 4,868 | 8,411 |
Net loss on sale and disposition of assets and impairment charges | 2,530 | 213 | 8,635 | 650 |
Total costs and operating expenses | 117,420 | 120,842 | 233,254 | 244,062 |
Operating income | 11,922 | 23,346 | 26,147 | 68,684 |
Interest expense | (21,015) | (16,451) | (43,995) | (30,414) |
(Loss) income before income tax benefit (expense) | (9,093) | 6,895 | (17,848) | 38,270 |
Income tax benefit (expense) | 550 | 719 | 1,470 | (247) |
Net (loss) income | (8,543) | 7,614 | (16,378) | 38,023 |
Net income attributable to noncontrolling interest | 1,233 | (396) | 2,044 | (390) |
Net (loss) income attributable to Global Partners LP | (7,310) | 7,218 | (14,334) | 37,633 |
Less: General partner’s interest in net (loss) income, including incentive distribution rights | (49) | 2,671 | (96) | 4,850 |
Limited partners' interest in net (loss) income | (7,261) | 4,547 | (14,238) | 32,783 |
Eliminations | ||||
Sales | (293) | (3,855) | (2,396) | (7,974) |
Cost of sales | (293) | (3,855) | (2,396) | (7,974) |
(Issuer) Guarantor Subsidiaries | ||||
Sales | 2,145,425 | 2,677,213 | 3,895,706 | 5,652,398 |
Cost of sales | 2,014,281 | 2,537,435 | 3,634,297 | 5,349,908 |
Gross profit | 131,144 | 139,778 | 261,409 | 302,490 |
Costs and operating expenses: | ||||
Selling, general and administrative expenses | 36,393 | 44,760 | 71,144 | 92,787 |
Operating expenses | 74,857 | 69,655 | 145,506 | 135,971 |
Amortization expense | 2,359 | 2,793 | 4,868 | 5,379 |
Net loss on sale and disposition of assets and impairment charges | 2,530 | 213 | 8,635 | 650 |
Total costs and operating expenses | 116,139 | 117,421 | 230,153 | 234,787 |
Operating income | 15,005 | 22,357 | 31,256 | 67,703 |
Interest expense | (21,015) | (16,451) | (43,995) | (30,409) |
(Loss) income before income tax benefit (expense) | (6,010) | 5,906 | (12,739) | 37,294 |
Income tax benefit (expense) | 550 | 719 | 1,470 | (247) |
Net (loss) income | (5,460) | 6,625 | (11,269) | 37,047 |
Net (loss) income attributable to Global Partners LP | (5,460) | 6,625 | (11,269) | 37,047 |
Less: General partner’s interest in net (loss) income, including incentive distribution rights | (49) | 2,671 | (96) | 4,850 |
Limited partners' interest in net (loss) income | (5,411) | 3,954 | (11,173) | 32,197 |
Non-Guarantor Subsidiary | ||||
Sales | 1,067 | 6,730 | 3,701 | 14,780 |
Cost of sales | 2,869 | 2,320 | 5,709 | 4,524 |
Gross profit | (1,802) | 4,410 | (2,008) | 10,256 |
Costs and operating expenses: | ||||
Selling, general and administrative expenses | 247 | 631 | 480 | 1,390 |
Operating expenses | 1,034 | 2,513 | 2,621 | 4,853 |
Amortization expense | 277 | 3,032 | ||
Total costs and operating expenses | 1,281 | 3,421 | 3,101 | 9,275 |
Operating income | (3,083) | 989 | (5,109) | 981 |
Interest expense | (5) | |||
(Loss) income before income tax benefit (expense) | (3,083) | 989 | (5,109) | 976 |
Net (loss) income | (3,083) | 989 | (5,109) | 976 |
Net income attributable to noncontrolling interest | 1,233 | (396) | 2,044 | (390) |
Net (loss) income attributable to Global Partners LP | (1,850) | 593 | (3,065) | 586 |
Limited partners' interest in net (loss) income | $ (1,850) | $ 593 | (3,065) | $ 586 |
Parent Company [Member] | ||||
Costs and operating expenses: | ||||
Income tax benefit (expense) | $ 0 |
Supp Guarantor Cond Cons Fin 75
Supp Guarantor Cond Cons Fin Stmts - SCF (Details) - USD ($) $ in Thousands | Jun. 16, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Cash flows from operating activities | |||
Net cash used in operating activities | $ (59,983) | $ (57,232) | |
Cash flows from investing activities | |||
Acquisitions | (561,757) | ||
Capital expenditures | (38,846) | (33,163) | |
Proceeds from sale of property and equipment | 11,682 | 1,251 | |
Net cash (used in) investing activities | (27,164) | (593,669) | |
Cash flows from financing activities | |||
Proceeds from issuance of common units, net | $ 109,300 | 109,305 | |
Net borrowings from (payments on) working capital revolving credit facility | 120,700 | 168,200 | |
Net (payments on) borrowings from revolving credit facility | (55,600) | 134,200 | |
Proceeds from sale-leaseback, net | 62,476 | ||
Payments on line of credit | (700) | ||
Proceeds from senior notes, net of discount | 295,125 | ||
Repurchase of common units | (2,442) | ||
Noncontrolling interest capital contribution | 1,880 | ||
Distribution to noncontrolling interest | (1,798) | (3,600) | |
Distributions to partners | (31,153) | (45,118) | |
Net cash provided by financing activities | 94,625 | 656,850 | |
Cash and cash equivalents | |||
Net Cash Provided by (Used in) Continuing Operations | 7,478 | 5,949 | |
Cash and cash equivalents at beginning of period | 1,116 | 5,238 | |
Cash and cash equivalents at end of period | 8,594 | 11,187 | |
Eliminations | |||
Cash and cash equivalents | |||
Cash and cash equivalents at beginning of period | (3,574) | ||
(Issuer) Guarantor Subsidiaries | |||
Cash flows from operating activities | |||
Net cash used in operating activities | (60,344) | (65,254) | |
Cash flows from investing activities | |||
Acquisitions | (561,757) | ||
Capital expenditures | (38,846) | (30,809) | |
Proceeds from sale of property and equipment | 11,673 | 1,251 | |
Net cash (used in) investing activities | (27,173) | (591,315) | |
Cash flows from financing activities | |||
Proceeds from issuance of common units, net | 109,305 | ||
Net borrowings from (payments on) working capital revolving credit facility | 120,700 | 168,200 | |
Net (payments on) borrowings from revolving credit facility | (55,600) | 134,200 | |
Proceeds from sale-leaseback, net | 62,476 | ||
Proceeds from senior notes, net of discount | 295,125 | ||
Repurchase of common units | (2,442) | ||
Noncontrolling interest capital contribution | 1,880 | ||
Distribution to noncontrolling interest | 2,697 | 700 | |
Distributions to partners | (31,153) | (45,118) | |
Net cash provided by financing activities | 99,120 | 661,850 | |
Cash and cash equivalents | |||
Net Cash Provided by (Used in) Continuing Operations | 11,603 | 5,281 | |
Cash and cash equivalents at beginning of period | (3,574) | 2,560 | |
Cash and cash equivalents at end of period | 8,029 | 7,841 | |
Non-Guarantor Subsidiary | |||
Cash flows from operating activities | |||
Net cash used in operating activities | 361 | 8,022 | |
Cash flows from investing activities | |||
Capital expenditures | (2,354) | ||
Proceeds from sale of property and equipment | 9 | ||
Net cash (used in) investing activities | 9 | (2,354) | |
Cash flows from financing activities | |||
Payments on line of credit | (700) | ||
Distribution to noncontrolling interest | (4,495) | (4,300) | |
Net cash provided by financing activities | (4,495) | (5,000) | |
Cash and cash equivalents | |||
Net Cash Provided by (Used in) Continuing Operations | (4,125) | 668 | |
Cash and cash equivalents at beginning of period | 4,690 | 2,678 | |
Cash and cash equivalents at end of period | $ 565 | $ 3,346 |