Supplemental Guarantor Condensed Consolidating Financial Statements | Note 22. 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 March 31, 2017 and December 31, 2016, the Condensed Consolidating Statements of Operations for the three months ended March 31, 2017 and 2016 and the Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2017 and 2016 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 March 31, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 13,042 $ 1,084 $ — $ 14,126 Accounts receivable, net 312,072 171 71 312,314 Accounts receivable - affiliates 2,957 71 (71) 2,957 Inventories 433,952 — — 433,952 Brokerage margin deposits 18,886 — — 18,886 Derivative assets 2,720 — — 2,720 Prepaid expenses and other current assets 70,841 269 — 71,110 Total current assets 854,470 1,595 — 856,065 Property and equipment, net 1,063,816 10,649 — 1,074,465 Intangible assets, net 62,443 — — 62,443 Goodwill 292,773 — — 292,773 Other assets 42,583 — — 42,583 Total assets $ 2,316,085 $ 12,244 $ — $ 2,328,329 Liabilities and partners' equity Current liabilities: Accounts payable $ 231,925 $ 200 $ — $ 232,125 Accounts payable - affiliates (36) 36 — — Working capital revolving credit facility - current portion 176,900 — — 176,900 Environmental liabilities - current portion 5,339 — — 5,339 Trustee taxes payable 98,955 — — 98,955 Accrued expenses and other current liabilities 59,101 70 — 59,171 Derivative liabilities 4,986 — — 4,986 Total current liabilities 577,170 306 — 577,476 Working capital revolving credit facility - less current portion 150,000 — — 150,000 Revolving credit facility 200,700 — — 200,700 Senior notes 659,805 — — 659,805 Environmental liabilities - less current portion 55,105 — — 55,105 Financing obligations 152,466 — — 152,466 Deferred tax liabilities 65,296 — — 65,296 Other long-term liabilities 62,173 — — 62,173 Total liabilities 1,922,715 306 — 1,923,021 Partners' equity Global Partners LP equity 393,370 7,193 — 400,563 Noncontrolling interest — 4,745 — 4,745 Total partners' equity 393,370 11,938 — 405,308 Total liabilities and partners' equity $ 2,316,085 $ 12,244 $ — $ 2,328,329 Condensed Consolidating Balance Sheet December 31, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 9,373 $ 655 $ — $ 10,028 Accounts receivable, net 420,897 213 250 421,360 Accounts receivable - affiliates 2,865 528 (250) 3,143 Inventories 521,878 — — 521,878 Brokerage margin deposits 27,653 — — 27,653 Derivative assets 21,382 — — 21,382 Prepaid expenses and other current assets 69,872 150 — 70,022 Total current assets 1,073,920 1,546 — 1,075,466 Property and equipment, net 1,087,964 11,935 — 1,099,899 Intangible assets, net 65,013 — — 65,013 Goodwill 294,768 — — 294,768 Other assets 28,874 — — 28,874 Total assets $ 2,550,539 $ 13,481 $ — $ 2,564,020 Liabilities and partners' equity Current liabilities: Accounts payable $ 320,003 $ 259 $ — $ 320,262 Working capital revolving credit facility - current portion 274,600 — — 274,600 Environmental liabilities - current portion 5,341 — — 5,341 Trustee taxes payable 101,166 — — 101,166 Accrued expenses and other current liabilities 70,262 181 — 70,443 Derivative liabilities 27,413 — — 27,413 Total current liabilities 798,785 440 — 799,225 Working capital revolving credit facility - less current portion 150,000 — — 150,000 Revolving credit facility 216,700 — — 216,700 Senior notes 659,150 — — 659,150 Environmental liabilities - less current portion 57,724 — — 57,724 Financing obligations 152,444 — — 152,444 Deferred tax liabilities 66,054 — — 66,054 Other long-term liabilities 64,882 — — 64,882 Total liabilities 2,165,739 440 — 2,166,179 Partners' equity Global Partners LP equity 384,800 7,855 — 392,655 Noncontrolling interest — 5,186 — 5,186 Total partners' equity 384,800 13,041 — 397,841 Total liabilities and partners' equity $ 2,550,539 $ 13,481 $ — $ 2,564,020 Condensed Consolidating Statement of Operations Three Months Ended March 31, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 2,270,121 $ 669 $ (6) $ 2,270,784 Cost of sales 2,129,652 1,111 (6) 2,130,757 Gross profit 140,469 (442) — 140,027 Costs and operating expenses: Selling, general and administrative expenses 36,673 114 — 36,787 Operating expenses 66,649 564 — 67,213 Amortization expense 2,261 — — 2,261 Net (gain) loss on sale and disposition of assets (11,845) (17) — (11,862) Total costs and operating expenses 93,738 661 — 94,399 Operating income (loss) 46,731 (1,103) — 45,628 Interest expense (23,287) — — (23,287) Income (loss) before income tax benefit 23,444 (1,103) — 22,341 Income tax benefit 164 — — 164 Net income (loss) 23,608 (1,103) — 22,505 Net loss attributable to noncontrolling interest — 441 — 441 Net income (loss) attributable to Global Partners LP 23,608 (662) — 22,946 Less: General partners' interest in net income, including incentive distribution rights 154 — — 154 Limited partners' interest in net income (loss) $ 23,454 $ (662) $ — $ 22,792 Condensed Consolidating Statement of Operations Three Months Ended March 31, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 1,750,281 $ 2,633 $ (2,102) $ 1,750,812 Cost of sales 1,620,015 2,840 (2,102) 1,620,753 Gross profit 130,266 (207) — 130,059 Costs and operating expenses: Selling, general and administrative expenses 34,751 233 — 34,984 Operating expenses 70,649 1,587 — 72,236 Amortization expense 2,509 — — 2,509 Net loss on sale and disposition of assets 6,105 — — 6,105 Total costs and operating expenses 114,014 1,820 — 115,834 Operating income (loss) 16,252 (2,027) — 14,225 Interest expense (22,980) — — (22,980) Loss before income tax benefit (6,728) (2,027) — (8,755) Income tax benefit 920 — — 920 Net loss (5,808) (2,027) — (7,835) Net loss attributable to noncontrolling interest — 811 — 811 Net loss attributable to Global Partners LP (5,808) (1,216) — (7,024) Less: General partners' interest in net loss, including incentive distribution rights (47) — — (47) Limited partners' interest in net loss $ (5,761) $ (1,216) $ — $ (6,977) Condensed Consolidating Statement Cash Flows Three Months Ended March 31, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash provided by operating activities $ 117,156 $ 409 $ 117,565 Cash flows from investing activities Capital expenditures (8,378) — (8,378) Proceeds from sale of property and equipment 24,229 20 24,249 Net cash provided by investing activities 15,851 20 15,871 Cash flows from financing activities Net payments on working capital revolving credit facility (97,700) — (97,700) Net payments on revolving credit facility (16,000) — (16,000) Distributions to partners (15,638) — (15,638) Net cash used in financing activities (129,338) — (129,338) Cash and cash equivalents Increase in cash and cash equivalents 3,669 429 4,098 Cash and cash equivalents at beginning of period 9,373 655 10,028 Cash and cash equivalents at end of period $ 13,042 $ 1,084 $ 14,126 Condensed Consolidating Statement Cash Flows Three Months Ended March 31, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash used in operating activities $ (53,341) $ (175) $ (53,516) Cash flows from investing activities Capital expenditures (16,451) — (16,451) Proceeds from sale of property and equipment 8,588 — 8,588 Net cash used in investing activities (7,863) — (7,863) Cash flows from financing activities Net borrowings from working capital revolving credit facility 87,100 — 87,100 Net borrowings from revolving credit facility 6,100 — 6,100 Noncontrolling interest capital contribution 952 (595) 357 Distribution to noncontrolling interest (595) — (595) Distributions to partners (15,630) — (15,630) Net cash provided by (used in) financing activities 77,927 (595) 77,332 Cash and cash equivalents Increase (decrease) in cash and cash equivalents 16,723 (770) 15,953 Cash and cash equivalents at beginning of period (3,574) 4,690 1,116 Cash and cash equivalents at end of period $ 13,149 $ 3,920 $ 17,069 Placeholder-please do not delete |