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 June 30, 2017 and December 31, 2016, the Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2017 and 2016 and the Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 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 June 30, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 5,083 $ 839 $ — $ 5,922 Accounts receivable, net 260,442 331 133 260,906 Accounts receivable - affiliates 3,846 133 (133) 3,846 Inventories 370,364 — — 370,364 Brokerage margin deposits 9,413 — — 9,413 Derivative assets 6,168 — — 6,168 Prepaid expenses and other current assets 73,904 257 — 74,161 Total current assets 729,220 1,560 — 730,780 Property and equipment, net 1,045,217 9,367 — 1,054,584 Intangible assets, net 59,965 — — 59,965 Goodwill 291,843 — — 291,843 Other assets 60,408 — — 60,408 Total assets $ 2,186,653 $ 10,927 $ — $ 2,197,580 Liabilities and partners' equity Current liabilities: Accounts payable $ 195,487 $ 247 $ — $ 195,734 Accounts payable - affiliates (74) 74 — — Working capital revolving credit facility - current portion 99,100 — — 99,100 Environmental liabilities - current portion 5,334 — — 5,334 Trustee taxes payable 102,330 — — 102,330 Accrued expenses and other current liabilities 54,227 89 — 54,316 Derivative liabilities 4,150 — — 4,150 Total current liabilities 460,554 410 — 460,964 Working capital revolving credit facility - less current portion 150,000 — — 150,000 Revolving credit facility 200,700 — — 200,700 Senior notes 660,463 — — 660,463 Environmental liabilities - less current portion 53,925 — — 53,925 Financing obligations 152,479 — — 152,479 Deferred tax liabilities 65,338 — — 65,338 Other long-term liabilities 61,046 — — 61,046 Total liabilities 1,804,505 410 — 1,804,915 Partners' equity Global Partners LP equity 382,148 6,341 — 388,489 Noncontrolling interest — 4,176 — 4,176 Total partners' equity 382,148 10,517 — 392,665 Total liabilities and partners' equity $ 2,186,653 $ 10,927 $ — $ 2,197,580 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 June 30, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 2,088,877 $ 752 $ (99) $ 2,089,530 Cost of sales 1,953,006 1,261 (99) 1,954,168 Gross profit 135,871 (509) — 135,362 Costs and operating expenses: Selling, general and administrative expenses 34,557 122 — 34,679 Operating expenses 70,843 326 — 71,169 Amortization expense 2,260 — — 2,260 Net loss on sale and disposition of assets 2,381 — — 2,381 Total costs and operating expenses 110,041 448 — 110,489 Operating income (loss) 25,830 (957) — 24,873 Interest expense (21,923) — — (21,923) Income (loss) before income tax expense 3,907 (957) — 2,950 Income tax expense (959) — — (959) Net income (loss) 2,948 (957) — 1,991 Net loss attributable to noncontrolling interest — 383 — 383 Net income (loss) attributable to Global Partners LP 2,948 (574) — 2,374 Less: General partners' interest in net income, including incentive distribution rights 16 — — 16 Limited partners' interest in net income (loss) $ 2,932 $ (574) $ — $ 2,358 Condensed Consolidating Statement of Operations Three Months Ended June 30, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 2,145,425 $ 1,067 $ (293) $ 2,146,199 Cost of sales 2,014,281 2,869 (293) 2,016,857 Gross profit 131,144 (1,802) — 129,342 Costs and operating expenses: Selling, general and administrative expenses 36,393 247 — 36,640 Operating expenses 74,857 1,034 — 75,891 Amortization expense 2,359 — — 2,359 Net loss on sale and disposition of assets 375 — — 375 Long-lived asset impairment 2,155 — — 2,155 Total costs and operating expenses 116,139 1,281 — 117,420 Operating income (loss) 15,005 (3,083) — 11,922 Interest expense (21,015) — — (21,015) Loss before income tax benefit (6,010) (3,083) — (9,093) Income tax benefit 550 — — 550 Net loss (5,460) (3,083) — (8,543) Net loss attributable to noncontrolling interest — 1,233 — 1,233 Net loss attributable to Global Partners LP (5,460) (1,850) — (7,310) Less: General partners' interest in net loss, including incentive distribution rights (49) — — (49) Limited partners' interest in net loss $ (5,411) $ (1,850) $ — $ (7,261) Condensed Consolidating Statement of Operations Six Months Ended June 30, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 4,358,998 $ 1,603 $ (287) $ 4,360,314 Cost of sales 4,082,658 2,554 (287) 4,084,925 Gross profit 276,340 (951) — 275,389 Costs and operating expenses: Selling, general and administrative expenses 71,483 (17) — 71,466 Operating expenses 137,492 890 — 138,382 Amortization expense 4,285 236 — 4,521 Net gain on sale and disposition of assets (9,481) — — (9,481) Total costs and operating expenses 203,779 1,109 — 204,888 Operating income (loss) 72,561 (2,060) — 70,501 Interest expense (45,210) — — (45,210) Income (loss) before income tax expense 27,351 (2,060) — 25,291 Income tax expense (795) — — (795) Net income (loss) attributable to Global Partners LP 26,556 (2,060) — 24,496 Net loss attributable to noncontrolling interest — 824 — 824 Net income (loss) attributable to Global Partners LP 26,556 (1,236) — 25,320 Less: General partners' interest in net income, including incentive distribution rights 170 — — 170 Limited partners' interest in net income (loss) $ 26,386 $ (1,236) $ — $ 25,150 Condensed Consolidating Statement of Operations Six Months Ended June 30, 2016 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 3,895,706 $ 3,701 $ (2,396) $ 3,897,011 Cost of sales 3,634,297 5,709 (2,396) 3,637,610 Gross profit 261,409 (2,008) — 259,401 Costs and operating expenses: Selling, general and administrative expenses 71,144 480 — 71,624 Operating expenses 145,506 2,621 — 148,127 Amortization expense 4,868 — — 4,868 Net loss on sale and disposition of assets 6,480 — — 6,480 Long-lived asset impairment 2,155 — — 2,155 Total costs and operating expenses 230,153 3,101 — 233,254 Operating income (loss) 31,256 (5,109) — 26,147 Interest expense (43,995) — — (43,995) Loss before income tax benefit (12,739) (5,109) — (17,848) Income tax benefit 1,470 — — 1,470 Net loss (11,269) (5,109) — (16,378) Net loss attributable to noncontrolling interest — 2,044 — 2,044 Net loss attributable to Global Partners LP (11,269) (3,065) — (14,334) Less: General partners' interest in net loss, including incentive distribution rights (96) — — (96) Limited partners' interest in net loss $ (11,173) $ (3,065) $ — $ (14,238) Condensed Consolidating Statement Cash Flows Six Months Ended June 30, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash provided by operating activities $ 209,298 $ 629 $ 209,927 Cash flows from investing activities Capital expenditures (19,308) — (19,308) Proceeds from sale of property and equipment 28,218 20 28,238 Net cash provided by investing activities 8,910 20 8,930 Cash flows from financing activities Net payments on working capital revolving credit facility (175,500) — (175,500) Net payments on revolving credit facility (16,000) — (16,000) Noncontrolling interest capital contribution 279 — 279 Distribution to noncontrolling interest — (465) (465) Distributions to partners (31,277) — (31,277) Net cash used in financing activities (222,498) (465) (222,963) Cash and cash equivalents (Decrease) increase in cash and cash equivalents (4,290) 184 (4,106) Cash and cash equivalents at beginning of period 9,373 655 10,028 Cash and cash equivalents at end of period $ 5,083 $ 839 $ 5,922 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 $ (60,344) $ 361 $ (59,983) Cash flows from investing activities Capital expenditures (38,846) — (38,846) Proceeds from sale of property and equipment 11,673 9 11,682 Net cash used in (provided by) investing activities (27,173) 9 (27,164) Cash flows from financing activities Net borrowings from working capital revolving credit facility 120,700 — 120,700 Net borrowings from revolving credit facility (55,600) — (55,600) Proceeds from sale-leaseback, net 62,476 — 62,476 Distribution to noncontrolling interest 2,697 (4,495) (1,798) Distributions to partners (31,153) — (31,153) Net cash provided by (used in) financing activities 99,120 (4,495) 94,625 Cash and cash equivalents Increase (decrease) in cash and cash equivalents 11,603 (4,125) 7,478 Cash and cash equivalents at beginning of period (3,574) 4,690 1,116 Cash and cash equivalents at end of period $ 8,029 $ 565 $ 8,594 Placeholder-please do not delete |