Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 07, 2018 | |
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, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,995,563 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 7,482 | $ 14,858 |
Accounts receivable, net | 423,225 | 417,263 |
Accounts receivable-affiliates | 4,057 | 3,773 |
Inventories | 338,320 | 350,743 |
Brokerage margin deposits | 6,871 | 9,681 |
Derivative assets | 12,805 | 3,840 |
Prepaid expenses and other current assets | 85,117 | 77,977 |
Total current assets | 877,877 | 878,135 |
Property and equipment, net | 1,005,929 | 1,036,667 |
Intangible assets, net | 51,459 | 56,545 |
Goodwill | 310,855 | 312,401 |
Other assets | 32,837 | 36,421 |
Total assets | 2,278,957 | 2,320,169 |
Current liabilities: | ||
Accounts payable | 256,768 | 313,412 |
Working capital revolving credit facility - current portion | 198,000 | 126,700 |
Environmental liabilities-current portion | 5,004 | 5,009 |
Trustee taxes payable | 43,699 | 110,321 |
Accrued expenses and other current liabilities | 89,789 | 99,507 |
Derivative liabilities | 14,764 | 13,708 |
Total current liabilities | 608,024 | 668,657 |
Working capital revolving credit facility-less current portion | 100,000 | 100,000 |
Revolving credit facility | 185,000 | 196,000 |
Senior notes | 663,116 | 661,774 |
Environmental liabilities-less current portion | 50,333 | 52,968 |
Financing obligations | 150,223 | 150,334 |
Deferred tax liabilities | 38,607 | 40,105 |
Other long-term liabilities | 53,672 | 56,013 |
Total liabilities | 1,848,975 | 1,925,851 |
Global Partners LP equity: | ||
Common unitholders 33,995,563 units issued and 33,652,198 outstanding at June 30, 2018 and 33,995,563 units issued and 33,645,092 outstanding at December 31, 2017) | 435,322 | 399,399 |
General partner interest (0.67% interest with 230,303 equivalent units outstanding at June 30, 2018 and December 31, 2017) | (2,684) | (2,978) |
Accumulated other comprehensive loss | (5,263) | (5,468) |
Total Global Partners LP equity | 427,375 | 390,953 |
Noncontrolling interest | 2,607 | 3,365 |
Total partners' equity | 429,982 | 394,318 |
Total liabilities and partners' equity | $ 2,278,957 | $ 2,320,169 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jun. 30, 2018 | Dec. 31, 2017 |
CONSOLIDATED BALANCE SHEETS | ||
Common unitholders, units issued | 33,995,563 | 33,995,563 |
Common unitholders, units outstanding | 33,652,198 | 33,645,092 |
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, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||
Sales | $ 3,126,575 | $ 2,089,530 | $ 5,929,466 | $ 4,360,314 | |
Cost of sales | 2,977,314 | 1,954,168 | 5,635,875 | 4,084,925 | |
Gross profit | 149,261 | 135,362 | 293,591 | 275,389 | |
Costs and operating expenses: | |||||
Selling, general and administrative expenses | 39,954 | 34,679 | 79,320 | 71,466 | |
Operating expenses | 76,218 | 71,169 | 150,267 | 138,382 | |
Gain on trustee taxes | $ (52,627) | (52,627) | |||
Amortization expense | 2,437 | 2,260 | 4,905 | 4,521 | |
Net loss (gain) on sale and disposition of assets | 3,033 | 2,381 | 4,900 | (9,481) | |
Total operating costs and expenses | 121,642 | 110,489 | 186,765 | 204,888 | |
Operating income | 27,619 | 24,873 | 106,826 | 70,501 | |
Interest expense | (21,613) | (21,923) | (43,058) | (45,210) | |
Income before income tax benefit (expense) | 6,006 | 2,950 | 63,768 | 25,291 | |
Income tax benefit (expense) | 16 | (959) | 929 | (795) | |
Net income | 6,022 | 1,991 | 64,697 | 24,496 | |
Net loss attributable to noncontrolling interest | 391 | 383 | 758 | 824 | |
Net income attributable to Global Partners LP | 6,413 | 2,374 | 65,455 | 25,320 | |
Less: General partner’s interest in net income, including incentive distribution rights | 110 | 16 | 506 | 170 | |
Limited partners’ interest in net income | $ 6,303 | $ 2,358 | $ 64,949 | $ 25,150 | |
Basic net income per limited partner unit | $ 0.19 | $ 0.07 | $ 1.93 | $ 0.75 | |
Diluted net income per limited partner unit | $ 0.19 | $ 0.07 | $ 1.92 | $ 0.75 | |
Basic weighted average limited partner units outstanding (in units) | 33,652 | 33,554 | 33,652 | 33,554 | |
Diluted weighted average limited partner units outstanding (in units) | 33,863 | 33,652 | 33,831 | 33,619 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 6,022 | $ 1,991 | $ 64,697 | $ 24,496 |
Other comprehensive income: | ||||
Change in fair value of cash flow hedges | 14 | 199 | 223 | 597 |
Change in pension liability | 333 | 250 | (18) | 569 |
Total other comprehensive income | 347 | 449 | 205 | 1,166 |
Comprehensive income | 6,369 | 2,440 | 64,902 | 25,662 |
Comprehensive loss attributable to noncontrolling interest | 391 | 383 | 758 | 824 |
Comprehensive income attributable to Global Partners LP | $ 6,760 | $ 2,823 | $ 65,660 | $ 26,486 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net income | $ 64,697 | $ 24,496 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 51,824 | 52,913 |
Amortization of deferred financing fees | 2,686 | 2,955 |
Amortization of leasehold interests | 181 | 528 |
Amortization of senior notes discount | 744 | 716 |
Bad debt expense | 450 | 855 |
Unit-based compensation expense | 2,285 | 625 |
Write-off of financing fees | 573 | |
Gain on trustee taxes | (52,627) | |
Net loss (gain) on sale and disposition of assets | 4,900 | (9,481) |
Changes in operating assets and liabilities, excluding net assets acquired: | ||
Accounts receivable | (6,412) | 159,599 |
Accounts receivable - affiliate | (284) | (703) |
Inventories | 12,007 | 150,762 |
Broker margin deposits | 2,810 | 18,240 |
Prepaid expenses, all other current assets and other assets | (5,610) | (37,861) |
Accounts payable | (56,644) | (124,527) |
Trustee taxes payable | (13,995) | 1,164 |
Change in derivatives | (7,909) | (9,540) |
Accrued expenses, all other current liabilities and other long-term liabilities | (15,329) | (21,387) |
Net cash (used in) provided by operating activities | (16,226) | 209,927 |
Cash flows from investing activities | ||
Capital expenditures | (27,168) | (19,308) |
Proceeds from sale of property and equipment | 7,241 | 28,238 |
Net cash (used in) provided by investing activities | (19,927) | 8,930 |
Cash flows from financing activities | ||
Noncontrolling interest capital contribution | 279 | |
Distribution to noncontrolling interest | (465) | |
Distributions to partners | (31,523) | (31,277) |
Net cash provided by (used in) financing activities | 28,777 | (222,963) |
Cash and cash equivalents | ||
Decrease in cash and cash equivalents | (7,376) | (4,106) |
Cash and cash equivalents at beginning of period | 14,858 | 10,028 |
Cash and cash equivalents at end of period | 7,482 | 5,922 |
Supplemental information | ||
Cash paid during the period for interest | 31,837 | 22,612 |
Revolving Credit Facility [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | (11,000) | (16,000) |
Working Capital Facility [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | $ 71,300 | $ (175,500) |
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, 2017 | $ 399,399 | $ (2,978) | $ (5,468) | $ 3,365 | $ 394,318 |
Increase (Decrease) in Partners' Capital | |||||
Net income (loss) | 64,949 | 506 | (758) | 64,697 | |
Distributions to partners | (31,446) | (212) | (31,658) | ||
Unit-based compensation | 2,285 | 2,285 | |||
Other comprehensive income | 205 | 205 | |||
Repurchase of common units | 0 | ||||
Dividends on repurchased units | 135 | 135 | |||
Balance, end of period at Jun. 30, 2018 | 435,322 | (2,684) | (5,263) | 2,607 | 429,982 |
Balance, beginning of period at Mar. 31, 2018 | (5,610) | ||||
Increase (Decrease) in Partners' Capital | |||||
Net income (loss) | 6,022 | ||||
Other comprehensive income | 347 | ||||
Repurchase of common units | 0 | ||||
Balance, end of period at Jun. 30, 2018 | $ 435,322 | $ (2,684) | $ (5,263) | $ 2,607 | $ 429,982 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization and Basis of Presentation | |
Organization and Basis of Presentation | Note 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 gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane. 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 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. The Partnership is also one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores with locations throughout the New England states and New York. As of June 30, 2018, the Partnership had a portfolio of 1,445 owned, leased and/or supplied gasoline stations, including 256 directly operated convenience stores, in the Northeast, Maryland and Virginia. The Partnership also receives revenue from convenience store sales, rental income and sundries. In addition, 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. 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 Global Montello Group Corp. (“GMG”), a wholly owned subsidiary of the Partnership. 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, 2018, affiliates of the General Partner, including its directors and executive officers and their affiliates, owned 7,377,738 common units, representing a 21.7% limited partner interest. Basis of Presentation The accompanying consolidated financial statements as of June 30, 2018 and December 31, 2017 and for the three and six months ended June 30, 2018 and 2017 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, 2017 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, except as described below for trustee taxes and in Note 2 herein for the adoption of Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” including modifications to that standard thereafter, and now codified as Accounting Standards Codification 606 (“ASC 606”) which the Partnership adopted on January 1, 2018 (see Note 22, New Accounting Standards—“Accounting Standards or Updates Recently Adopted” for additional information). The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results of operations that will be realized for the entire year ending December 31, 2018. The consolidated balance sheet at December 31, 2017 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, 2017. Trustee Taxes The Partnership collects trustee taxes, which consist of various pass through taxes collected on behalf of taxing authorities, and remits such taxes directly to those taxing authorities. Examples of trustee taxes include, among other things, motor fuel excise tax and sales and use tax. As such, it is the Partnership’s policy to exclude trustee taxes from revenues and cost of sales and account for them as current liabilities. Volumetric Ethanol Excise Tax Credit— In the first quarter of 2018, the Partnership recognized a one-time income item of approximately $52.6 million as a result of the extinguishment of a contingent liability related to the Volumetric Ethanol Excise Tax Credit, which tax credit program expired in 2011. Based upon the significant passage of time from that 2011 expiration date, including underlying statutes of limitation, as of January 31, 2018 the Partnership determined that the liability was no longer required. The liability had historically been included in trustee taxes in the accompanying consolidated balance sheets. The recognition of this one-time income item, which is included in gain on trustee taxes in the accompanying consolidated statements of operations for the six months ended June 30, 2018, did not impact cash flows from operations for the six months ended June 30, 2018 and will not impact cash flows from operations for the year ending December 31, 2018. Noncontrolling Interest The Partnership acquired a 60% interest in Basin Transload, LLC (“Basin Transload”) on February 1, 2013. After evaluating Accounting Standards Codification (“ASC”) Topic 810, “Consolidations,” 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 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. 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, 2018 2017 2018 2017 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 78 % 67 % 71 % 62 % Crude oil sales and crude oil logistics revenue 1 % 7 % 1 % 6 % Distillates (home heating oil, diesel and kerosene), residual oil and propane sales 18 % 22 % 25 % 28 % Convenience store sales, rental income and sundries 3 % 4 % 3 % 4 % Total 100 % 100 % 100 % 100 % 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, 2018 2017 2018 2017 Wholesale segment 23 % 20 % 26 % 26 % Gasoline Distribution and Station Operations segment 74 % 77 % 71 % 71 % Commercial segment 3 % 3 % 3 % 3 % Total 100 % 100 % 100 % 100 % See Note 16, “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, 2018 and 2017. . |
Adoption Of ASC 606, Revenue fr
Adoption Of ASC 606, Revenue from Contract Customers | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Adoption of ASC 606, Revenue from Contract Customers | Note 2. Adoption of ASC 606, Revenue from Contract Customers On January 1, 2018, the Partnership adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606 while prior period amounts are not adjusted and continue to be reported in accordance with the Partnership’s historic accounting under ASC 605, “Revenue Recognition,” (“ASC 605”). See below for the Partnership’s updated revenue recognition policy and the required disclosures under ASC 606. Update to Revenue Recognition Policy The Partnership’s sales relate primarily to the sale of refined petroleum products, renewable fuels, crude oil and propane and are recognized along with the related receivable upon delivery, net of applicable provisions for discounts and allowances. The Partnership may also provide for shipping costs at the time of sale, which are included in cost of sales. Contracts with customers typically contain pricing provisions that are tied to a market index, with certain adjustments based on quality and freight due to location differences and prevailing supply and demand conditions, among other factors. As a result, the price of the products fluctuates to remain competitive with other available product supplies. The revenue associated with such arrangements is recognized upon delivery. In addition, the Partnership generates revenue from its logistics activities when it stores, transloads and ships products owned by others. Revenue from logistics services is recognized as services are provided. The Partnership has certain logistics agreements that require counterparties to throughput a minimum volume over an agreed-upon period. These agreements may include make-up rights if the minimum volume is not met. The Partnership recognizes revenue associated with make-up rights at the earlier of when the make-up volume is shipped, the make-up right expires or when it is determined that the likelihood that the shipper will utilize the make-up right is remote. The Partnership also recognizes convenience store sales of gasoline, grocery and other merchandise and commissions on lottery at the time of the sale to the customer. Gasoline station rental income is recognized on a straight-line basis over the term of the lease. Product revenue is not recognized on exchange agreements, which are entered into primarily to acquire various refined petroleum products, renewable fuels and crude oil of a desired quality or to reduce transportation costs by taking delivery of products closer to the Partnership’s end markets. The Partnership recognizes net exchange differentials due from exchange partners in sales upon delivery of product to an exchange partner. The Partnership recognizes net exchange differentials due to exchange partners in cost of sales upon receipt of product from an exchange partner. The amounts recorded for bad debts are generally based upon a specific analysis of aged accounts while also factoring in any new business conditions that might impact the historical analysis, such as market conditions and bankruptcies of particular customers. Bad debt provisions are included in selling, general and administrative expenses. Required Disclosures Under ASC 606 Disaggregation of Revenue The following table provides the disaggregation of revenue from contracts with customers and other sales by segment for the periods presented (in thousands): Three Months Ended June 30, 2018 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels, crude oil and propane $ 293,100 $ 1,086,078 $ 192,046 $ 1,571,224 Station operations — 82,802 — 82,802 Total revenue from contracts with customers 293,100 1,168,880 192,046 1,654,026 Other sales: Revenue originating as physical forward contracts and exchanges 1,324,362 — 129,616 1,453,978 Revenue from leases 1,004 17,567 — 18,571 Total other sales 1,325,366 17,567 129,616 1,472,549 Total sales $ 1,618,466 $ 1,186,447 $ 321,662 $ 3,126,575 Six Months Ended June 30, 2018 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels, crude oil and propane $ 760,110 $ 1,978,377 $ 362,220 $ 3,100,707 Station operations — 153,007 — 153,007 Total revenue from contracts with customers 760,110 2,131,384 362,220 3,253,714 Other sales: Revenue originating as physical forward contracts and exchanges 2,410,679 — 228,597 2,639,276 Revenue from leases 1,509 34,967 — 36,476 Total other sales 2,412,188 34,967 228,597 2,675,752 Total sales $ 3,172,298 $ 2,166,351 $ 590,817 $ 5,929,466 Nature of Goods and Services Revenue from Contracts with Customers (ASC 606) : · Refined petroleum products, renewable fuels, crude oil and propane sales —Under the Partnership’s Wholesale, Gasoline Distribution and Station Operations (“GDSO”) and Commercial segments, revenue is recognized at the point control that the product is transferred to the customer and collectability is reasonably assured. · Station operations —Revenue from convenience store sales of grocery and other merchandise and sundries (such as car wash sales, lottery and ATM commissions) is recognized at the time of the sale to the customer. Other Revenue : · Revenue Originating as Physical Forward Contracts and Exchanges —The Partnership’s commodity contracts 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 over-the-counter 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, “Derivatives and Hedging,” for its physical forward contracts. This income is recognized under ASC 815 and ASC 845, “Nonmonetary Transactions.” · Revenue from Leases —The Partnership has rental income from gasoline stations and cobranding arrangements and lease income from space leased to several unrelated third parties at several of the Partnership’s terminals. This income is recognized under ASC 840, “Leases.” Transaction Price Allocated to Remaining Performance Obligations The Partnership has elected certain of the optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. Accordingly, the Partnership applies the practical expedient in paragraph ASC 606-10-50-14 to its contracts with customers where revenue is tied to a market-index and does not disclose information about variable consideration from remaining performance obligations for which the Partnership recognizes revenue. The fixed component of estimated revenues expected to be recognized in the future related to performance obligations tied to a market index that are unsatisfied (or partially unsatisfied) at the end of the reporting period are not significant. Contract Balances A receivable, which is included in accounts receivable, net in the accompanying consolidated balance sheets, is recognized in the period the Partnership provides services when its right to consideration is unconditional. In contrast, a contract asset will be recognized when the Partnership has fulfilled a contract obligation, but must perform other obligations before being entitled to payment. The nature of the receivables related to revenue from contracts with customers and other revenue, as well as contract assets, are the same, given they are related to the same customers and have the same risk profile and securitization, and the Partnership believes the disaggregation of them would not be meaningful. A contract liability is recognized when the Partnership has an obligation to transfer goods or services to a customer for which the Partnership has received consideration (or the amount is due) from the customer. The Partnership had no contract liabilities at June 30, 2018 and December 31, 2017. Payment terms on invoiced amounts are typically 2 to 30 days. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 6 Months Ended |
Jun. 30, 2018 | |
Net Income Per Limited Partner Unit | |
Net Income Per Limited Partner Unit | Note 3. Net 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, 2018 and December 31, 2017 excludes 343,365 and 350,471 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 income per limited partner unit (basic and diluted). The following table provides a 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 for the periods presented (in thousands, except per unit data): Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Limited General Limited General Partner Partner Partner Partner Numerator: Total Interest Interest IDRs Total Interest Interest IDRs Net income attributable to Global Partners LP $ 6,413 $ 6,303 $ 110 $ — $ 2,374 $ 2,358 $ 16 $ — Declared distribution $ 16,325 $ 16,149 $ 109 $ 67 $ 15,829 $ 15,723 $ 106 $ — Assumed allocation of undistributed net loss (9,912) (9,846) (66) — (13,455) (13,365) (90) — Assumed allocation of net income $ 6,413 $ 6,303 $ 43 $ 67 $ 2,374 $ 2,358 $ 16 $ — Denominator: Basic weighted average limited partner units outstanding 33,652 33,554 Dilutive effect of phantom units 211 98 Diluted weighted average limited partner units outstanding 33,863 33,652 Basic net income per limited partner unit $ 0.19 $ 0.07 Diluted net income per limited partner unit $ 0.19 $ 0.07 Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 Limited General Limited General Partner Partner Partner Partner Numerator: Total Interest Interest IDRs Total Interest Interest IDRs Net income attributable to Global Partners LP $ 65,455 $ 64,949 $ 506 $ — $ 25,320 $ 25,150 $ 170 $ — Declared distribution $ 32,154 $ 31,872 $ 215 $ 67 $ 31,658 $ 31,446 $ 212 $ — Assumed allocation of undistributed net income (loss) 33,301 33,077 224 — (6,338) (6,296) (42) — Assumed allocation of net income $ 65,455 $ 64,949 $ 439 $ 67 $ 25,320 $ 25,150 $ 170 $ — Denominator: Basic weighted average limited partner units outstanding 33,652 33,554 Dilutive effect of phantom units 179 65 Diluted weighted average limited partner units outstanding 33,831 33,619 Basic net income per limited partner unit $ 1.93 $ 0.75 Diluted net income per limited partner unit $ 1.92 $ 0.75 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 27, 2018 $ 0.4625 March 31, 2018 July 27, 2018 $ 0.4750 June 30, 2018 See Note 14, “Partners’ Equity and Cash Distributions” for further information. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
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, are 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 net realizable value, 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 net realizable value. Convenience store inventory and Renewable Identification Numbers (“RINs”) inventory are carried at the lower of historical cost or net realizable value. Inventories consisted of the following (in thousands): June 30, December 31, 2018 2017 Distillates: home heating oil, diesel and kerosene $ 126,860 $ 183,059 Gasoline 126,220 81,504 Gasoline blendstocks 37,257 26,789 Crude oil 11,984 10,809 Residual oil 16,338 28,442 Propane and other 418 1,659 Renewable identification numbers (RINs) 545 380 Convenience store inventory 18,698 18,101 Total $ 338,320 $ 350,743 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 $7.0 million and $9.5 million at June 30, 2018 and December 31, 2017, respectively. Negative exchange balances are accounted for as accounts payable and amounted to $25.6 million and $8.4 million at June 30, 2018 and December 31, 2017, respectively. Exchange transactions are valued using current carrying costs. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets | |
Goodwill | Note 5. Goodwill The following table presents changes in goodwill, all of which has been allocated to the GDSO segment (in thousands): Goodwill Allocated to Wholesale GDSO Reporting Reporting Unit Unit Total Balance at December 31, 2017 — 312,401 $ 312,401 Change in goodwill from Honey Farms acquisition (Note 17) — (139) (139) Dispositions (1) — (1,407) (1,407) Balance at June 30, 2018 $ — $ 310,855 $ 310,855 (1) Dispositions represent derecognition of goodwill associated with the sale and disposition of certain assets. See Note 7. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property and Equipment | |
Property and Equipment | Note 6. Property and Equipment Property and equipment consisted of the following (in thousands): June 30, December 31, 2018 2017 Buildings and improvements $ 1,020,335 $ 1,015,386 Land 404,415 409,146 Fixtures and equipment 43,175 42,959 Idle plant assets 30,500 30,500 Construction in process 28,563 22,403 Capitalized internal use software 30,626 30,626 Total property and equipment 1,557,614 1,551,020 Less accumulated depreciation 551,685 514,353 Total $ 1,005,929 $ 1,036,667 Property and equipment includes assets held for sale of $9.8 million and $12.4 million at June 30, 2018 and December 31, 2017, respectively. At June 30, 2018, the Partnership had a $54.1 million remaining net book value of long-lived assets at its West Coast facility, including $30.5 million related to the Partnership’s ethanol plant acquired in 2013. In 2016, the Partnership shifted the facility from crude oil to ethanol transloading and began transloading ethanol. The Partnership would need to take certain measures to prepare the facility for ethanol production in order to place the plant into service. Therefore, the $30.5 million related to the ethanol plant was included in property and equipment and classified as idle plant assets at June 30, 2018 and December 31, 2017. 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 of the West Coast facility. The Partnership believes these assets are recoverable but continues to 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. |
Sale and Disposition of Assets
Sale and Disposition of Assets | 6 Months Ended |
Jun. 30, 2018 | |
Sale and Disposition of Assets | |
Sale and Dispositions of Assets | Note 7. Sales and Disposition of Assets The following table provides the Partnership’s (gain) loss on sale and dispositions of assets for the periods presented (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Sale of natural gas brokerage and electricity businesses $ — $ — $ — $ (14,172) Periodic divestiture of gasoline stations (223) 357 (223) 176 Strategic asset divestiture program 1,216 27 1,192 450 Loss on assets held for sale 2,008 1,388 3,534 3,439 Other 32 609 397 626 Total $ 3,033 $ 2,381 $ 4,900 $ (9,481) Sale of Natural Gas and Electricity Brokerage Businesses On February 1, 2017, the Partnership completed the sale of its natural gas marketing and electricity brokerage businesses for a purchase price of approximately $17.3 million, subject to customary closing adjustments. Proceeds from the sale amounted to approximately $16.3 million, and the Partnership realized a gain on the sale of $14.2 million for the six months ended June 30, 2017. Periodic Divestiture 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 and recognized liabilities at disposition, net of settlement and dispositions costs, is recorded in net loss (gain) on sale and disposition of assets in the accompanying consolidated statements of operations and amounted to a gain of $0.2 million and a loss of $0.4 million for the three months ended June 30, 2018 and 2017, respectively, and a gain of $0.2 million and a loss of $0.2 million for the six months ended June 30, 2018 and 2017, respectively. Strategic Asset Divestiture Program The Partnership identified certain non-strategic GDSO sites that are part of its Strategic Asset Divestiture Program (the “Divestiture Program”). The Partnership has retained a real estate firm to coordinate the continuing sale of non-strategic GDSO sites. Six sites and eight sites were sold during the three and six months ended June 30, 2018, respectively. The gain or loss on the sales of these sites, representing cash proceeds less net book value of assets and recognized liabilities at disposition, net of settlement and dispositions costs, is recorded in net loss (gain) on sale and disposition of assets in the accompanying consolidated statements of operations. The Partnership recognized a loss of $1.2 million on the sales of these sites for each of the three and six months ended June 30, 2018, including the derecognition of GDSO goodwill in the amount of $1.3 million and $1.4 million for the three and six months ended June 30, 2018, respectively. The Partnership recognized an immaterial loss on the sales of sites for the three months ended June 30, 2017, including the derecognition of GDSO goodwill in the amount of $0.9 million, and a loss of $0.5 million for the six months ended June 30, 2017, including the derecognition of GDSO goodwill in the amount of $2.9 million. Loss on Assets Held for Sale In conjunction with the periodic divestiture of gasoline stations and the sale of sites within the Divestiture Program, the Partnership may classify certain gasoline station assets as held for sale. The Partnership classified 6 sites and 8 sites as held for sale at June 30, 2018 and December 31, 2017, respectively, which are periodic divestiture gasoline station sites. The Partnership recorded impairment charges related to these assets held for sale in the amount of $1.2 million and $2.0 million for the three and six months ended June 30, 2018, which are included in net loss (gain) on sale and disposition of assets in the accompanying consolidated statements of operations. The Partnership recorded impairment charges related to assets held for sale at June 30, 2017 of $0.2 million and $0.4 million for the three and six months ended June 30, 2017, respectively. Additionally, the Partnership classified 14 sites and 18 sites as held for sale at June 30, 2018 and December 31, 2017, respectively, associated with the real estate firm coordinated sales discussed above. The Partnership recorded impairment charges related to these assets held for sale in the amount of $0.8 million and $1.5 million for the three and six months ended June 30, 2018, respectively, which are included in net loss (gain) on sale and disposition of assets in the accompanying consolidated statements of operations. The Partnership recorded impairment charges related to assets held for sale at June 30, 2017 of $1.2 million and $3.1 million for the three and six months ended June 30, 2017. Assets held for sale of $9.8 million and $12.4 million at June 30, 2018 and December 31, 2017, respectively, are included in property and equipment in the accompanying consolidated balance sheets. Assets held for sale are expected to be sold within the next 12 months. 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. |
Debt and Financing Obligations
Debt and Financing Obligations | 6 Months Ended |
Jun. 30, 2018 | |
Debt and Financing Obligations | |
Debt and Financing Obligations | Note 8. Debt and Financing Obligations Credit Agreement Certain subsidiaries of the Partnership, as borrowers, and the Partnership and certain of its subsidiaries, as guarantors, have a $1.3 billion senior secured credit facility (the “Credit Agreement”). The Credit Agreement matures on April 30, 2020. There are two facilities under the Credit Agreement: · 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 $850.0 million; and · a $450.0 million revolving credit facility to be used for acquisitions, joint ventures, capital expenditures, letters of credit and general corporate purposes. Availability under the working capital revolving credit facility is subject to a borrowing base which is redetermined from time to time and based on specific advance rates on eligible current assets. 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. The average interest rates for the Credit Agreement were 4.1% and 3.6% for the three months ended June 30, 2018 and 2017, respectively and 4.0% and 3.5% for the six months ended June 30, 2018 and 2017, respectively. The increase for the three and six months ended June 30, 2018 compared to the three and six months ended June 30, 2017 was due to increases in market interest rates. 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, 2018, the Partnership estimated working capital revolving credit facility borrowings will equal or exceed $100.0 million over the next twelve months and, therefore, classified $198.0 million as the current portion at June 30, 2018, representing the amount the Partnership expects to pay down over the next twelve months. The long-term portion of the working capital revolving credit facility was $100 million at both June 30, 2018 and December 31, 2017, and the current portion was $198.0 million and $126.7 million at June 30, 2018 and December 31, 2017, respectively. The increase in total borrowings under the working capital revolving credit facility of $71.3 million from December 31, 2017 was in part due to an increase in prices. As of June 30, 2018, the Partnership had total borrowings outstanding under the Credit Agreement of $483.0 million, including $185.0 million outstanding on the revolving credit facility. In addition, the Partnership had outstanding letters of credit of $65.7 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was $751.3 million and $810.3 million at June 30, 2018 and December 31, 2017, respectively. 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 Partnership was in compliance with the foregoing covenants at June 30, 2018. 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). Please read Note 6 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 for additional information on the Credit Agreement. Senior Notes The Partnership had 6.25% senior notes due 2022 and 7.00% senior notes due 2023 outstanding at June 30, 2018. Please read Note 6 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 for additional information on these senior notes. Financing Obligations Capitol Acquisition On June 1, 2015, the Partnership acquired retail gasoline stations and dealer supply contracts from Capitol Petroleum Group (“Capitol”). In connection with the acquisition, 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 terms 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 $2.3 million and $2.4 million was recorded for the three months ended June 30, 2018 and 2017, respectively, and $4.7 million and $4.8 million was recorded for the six months ended June 30, 2018 and 2017, respectively, which is included in interest expense in the accompanying consolidated statements of operations. The financing obligation will amortize through expiration of the leases based upon the lease rental payments which were $2.4 million for each of the three months ended June 30, 2018 and 2017 and $4.8 million for each of the six months ended June 30, 2018 and 2017. The financing obligation balance outstanding at June 30, 2018 was $87.7 million associated with the Capitol acquisition. Sale-Leaseback Transaction On June 29, 2016, the Partnership 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”). 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 continues 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 incurs interest expense associated with the financing obligation. Lease rental payments are recognized as both interest expense and a reduction of the principal balance associated with the financing obligation. Interest expense and lease rental payments were $1.1 million for each of the three months ended June 30, 2018 and 2017 and $2.2 million for each of the six months ended June 30, 2018 and 2017. The financing obligation balance outstanding at June 30, 2018 was $62.5 million associated with the Sale-Leaseback Transaction. 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 had unamortized deferred financing fees of $13.2 million and $15.9 million at June 30, 2018 and December 31, 2017, respectively. Unamortized fees related to the Credit Agreement are included in other current assets and other long-term assets and amounted to $7.5 million and $9.6 million at June 30, 2018 and December 31, 2017, 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 $4.8 million and $5.4 million at June 30, 2018 and December 31, 2017, 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 $0.9 million at both June 30, 2018 and December 31, 2017. On April 25, 2017, the Partnership entered into the Credit Agreement, a new facility that extended the maturity date and reduced the total commitment of the prior credit agreement. As a result, the Partnership incurred expenses of approximately $0.6 million associated with the write-off of a portion of the related deferred financing fees. These expenses are included in interest expense in the accompanying consolidated statements of operations for each of the three and six months ended June 30, 2017. Amortization expense of approximately $1.4 million for each of the three months ended June 30, 2018 and 2017 and $2.7 million and $2.9 million for the six months ended June 30, 2018 and 2017, respectively, is included in interest expense in the accompanying consolidated statements of operations. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | Note 9. 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 Topic 815 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, 2018: Units (1) Unit of Measure Exchange-Traded Derivatives Long 42,856 Thousands of barrels Short (44,344) Thousands of barrels OTC Derivatives (Petroleum/Ethanol) Long 15,046 Thousands of barrels Short (9,650) Thousands of barrels Interest Rate Swap $ 100.0 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. 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 periods presented (in thousands): Statement of Gain (Loss) Three Months Ended Six Months Ended Recognized in Income on June 30, June 30, Derivatives 2018 2017 2018 2017 Derivatives in fair value hedging relationship Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products Cost of sales $ (12,460) $ 20,224 $ (9,731) $ 40,920 Hedged items in fair value hedge relationship Physical inventory Cost of sales $ 12,570 $ (20,937) $ 11,374 $ (41,782) Cash Flow Hedges At June 30, 2018, 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. This interest rate swap expires on October 2, 2018. The amount of gain (loss) recognized in other comprehensive income as effective for derivatives designated in cash flow hedging relationships was immaterial and $0.2 million for the three months ended June 30, 2018 and 2017, respectively, and $0.2 million and $0.6 million for the six months ended June 30, 2018 and 2017, respectively. The amount of gain (loss) recognized in income as ineffectiveness for derivatives designated in cash flow hedging relationships was $0 for each of the three and six months ended June 30, 2018 and 2017. Derivatives Not Accounted for as Hedges The Partnership utilizes petroleum and ethanol commodity contracts, foreign currency derivatives and, prior to the sale of the Partnership’s natural gas marketing and electricity brokerage businesses, natural gas commodity contracts 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. 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 periods presented (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 2018 2017 2018 2017 Commodity contracts Cost of sales $ 1,741 $ 1,188 $ 3,573 $ 2,742 Margin 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 Contracts and Other Derivative Activity The Partnership’s commodity contracts 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 contracts. 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, 2018 and December 31, 2017 (in thousands): June 30, 2018 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ — $ 18,359 $ 18,359 Interest rate swaps Prepaid expenses and other current assets — 90 90 Forward derivative contracts (1) Derivative assets — 12,805 12,805 Total asset derivatives $ — $ 31,254 $ 31,254 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ (7,162) $ (42,360) $ (49,522) Forward derivative contracts (1) Derivative liabilities — (14,764) (14,764) Forward foreign currency contracts Accrued expenses and other current liabilities — — — Interest rate swap contracts Other long-term liabilities — — — Total liability derivatives $ (7,162) $ (57,124) $ (64,286) December 31, 2017 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ — $ 32,483 $ 32,483 Forward derivative contracts (1) Derivative assets — 3,840 3,840 Total asset derivatives $ — $ 36,323 $ 36,323 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ (7,214) $ (63,869) $ (71,083) Forward derivative contracts (1) Derivative liabilities — (13,708) (13,708) Interest rate swap contracts Other long-term liabilities — (134) (134) Total liability derivatives $ (7,214) $ (77,711) $ (84,925) (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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10. Fair Value Measurements 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, 2018 and December 31, 2017 (in thousands): Fair Value at June 30, 2018 Cash Collateral Level 1 Level 2 Level 3 Netting Total Assets: Forward derivative contracts (1) $ — $ 11,854 $ 951 $ — $ 12,805 Interest rate swaps — 90 — — 90 Exchange-traded/cleared derivative instruments (2) (31,163) — — 38,034 6,871 Pension plans 17,589 — — — 17,589 Total assets $ (13,574) $ 11,944 $ 951 $ 38,034 $ 37,355 Liabilities: Forward derivative contracts (1) $ — $ (14,132) $ (632) $ — $ (14,764) Fair Value at December 31, 2017 Cash Collateral Level 1 Level 2 Level 3 Netting Total Assets: Forward derivative contracts (1) $ — $ 3,207 $ 633 $ — $ 3,840 Exchange-traded/cleared derivative instruments (2) (38,600) — — 48,281 9,681 Pension plans 17,580 — — — 17,580 Total assets $ (21,020) $ 3,207 $ 633 $ 48,281 $ 31,101 Liabilities: Forward derivative contracts (1) $ — $ (12,671) $ (1,037) $ — $ (13,708) Interest rate swaps — (134) — — (134) Total liabilities $ — $ (12,805) $ (1,037) $ — $ (13,842) (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 9. 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 Partnership estimates the fair values of its 6.25% senior notes and 7.00% senior notes using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered Level 2 inputs. The fair values of the 6.25% senior notes and 7.00% senior notes, estimated by observing market trading prices of the 6.25% senior notes and 7.00% senior notes, respectively, were as follows (in thousands): June 30, 2018 December 31, 2017 Face Fair Face Fair Value Value Value Value 6.25% senior notes $ 375,000 $ 361,875 $ 375,000 $ 383,906 7.00% senior notes $ 300,000 $ 297,750 $ 300,000 $ 308,250 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 ($3.75) to $1.12 per barrel and ($8.50) to ($1.00) per barrel as of June 30, 2018 and December 31, 2017, respectively. The estimates for these inputs for propane were ($7.56) to $6.72 per barrel and ($3.36) to $8.40 per barrel as of June 30, 2018 and December 31, 2017, respectively. Gains and losses recognized in earnings (or changes in net assets) are disclosed in Note 9. 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, 2018 (in thousands): Fair value at December 31, 2017 $ (404) Derivatives entered into during the period (66) Derivatives sold during the period 374 Realized gains (losses) recorded in cost of sales 388 Unrealized gains (losses) recorded in cost of sales 27 Fair value at June 30, 2018 $ 319 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, losses related to firm non-cancellable purchase commitments or long-lived assets subject to impairment. 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 7 for a discussion of the Partnership’s assets held for sale and Note 17 for acquired assets and liabilities measured on a non-recurring basis. |
Environmental Liabilities and R
Environmental Liabilities and RINs | 6 Months Ended |
Jun. 30, 2018 | |
Environmental Liabilities and Renewable Identification Numbers (RINs) | |
Environmental Liabilities and Renewable Identification Numbers (RINs) | Note 11. Environmental Liabilities and Renewable Identification Numbers Environmental Liabilities The following table presents a summary roll forward of the Partnership’s environmental liabilities at June 30, 2018 (in thousands): Balance at Other Balance at December 31, Payments Dispositions Adjustments June 30, Environmental Liability Related to: 2017 2018 2018 2018 2018 Retail gasoline stations $ 53,569 $ (1,305) $ (450) $ (800) $ 51,014 Terminals 4,408 (85) — — 4,323 Total environmental liabilities $ 57,977 $ (1,390) $ (450) $ (800) $ 55,337 Current portion $ 5,009 $ 5,004 Long-term portion 52,968 50,333 Total environmental liabilities $ 57,977 $ 55,337 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 divestitures 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. 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 comprised of foreign gasoline and diesel that the Partnership may choose to import and 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 immaterial at June 30, 2018 and December 31, 2017. The Partnership may enter into RIN forward purchase and sales commitments. Total losses from firm non-cancellable commitments were $0.5 million at June 30, 2018. Total losses from firm non-cancellable commitments were immaterial at December 31, 2017. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions | |
Related Party Transactions | Note 12. Related Party Transactions The Partnership is a party to a Second Amended and Restated Services Agreement with Global Petroleum Corp. (“GPC”), an affiliate of the Partnership that is 100% owned by members of the Slifka family, pursuant to which the Partnership provides 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 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, 2018, 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 bonus, payroll and payroll taxes, were $27.3 million and $24.7 million for the three months ended June 30, 2018 and 2017, respectively, and $53.9 million and $49.3 million for the six months ended June 30, 2018 and 2017, respectively. The Partnership also reimburses the General Partner for its contributions under the General Partner’s 401(k) Savings and Profit Sharing Plans and the General Partner’s qualified and non-qualified pension plans. The table below presents receivables from GPC and the General Partner (in thousands): June 30, December 31, 2018 2017 Receivables from GPC $ 266 $ 7 Receivables from the General Partner (1) 3,791 3,766 Total $ 4,057 $ 3,773 (1) Receivables from the General Partner reflect the Partnership’s prepayment of payroll taxes and payroll accruals to the General Partner and are due to the timing of the payroll obligations. . In addition, the Partnership paid certain costs in connection with a compensation funding agreement with the General Partner. See Note 13, “Long-Term Incentive Plan–Repurchase Program.” |
Long-Term Incentive Plan
Long-Term Incentive Plan | 6 Months Ended |
Jun. 30, 2018 | |
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 pursuant to the LTIP vest pursuant to the terms of the grant agreements. Please read Note 15 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 for additional information on the LTIP. The following table presents a summary of the non-vested phantom units granted under the LTIP: Weighted Number of Average Non-vested Grant Date Units Fair Value ($) Outstanding non—vested phantom units at December 31, 2017 949,217 25.48 Vested (7,106) 37.53 Forfeited (25,769) 22.32 Outstanding non—vested phantom units at June 30, 2018 916,342 25.48 The Partnership recorded total compensation expense related to the outstanding LTIP awards of $1.0 million and $0.9 million for the three months ended June 30, 2018 and 2017, respectively, and $2.3 million and $2.0 million for the six months ended June 30, 2018 and 2017, respectively, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. For the six months ended June 30, 2017, the Partnership reversed compensation expenses related to forfeitures in the amount of $1.4 million. The total compensation cost related to the non-vested awards not yet recognized at June 30, 2018 was approximately $11.1 million and is expected to be recognized ratably over the remaining requisite service periods. 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 repurchased 838,505 common units pursuant to the Repurchase Program for approximately $24.8 million, none of which were purchased during the three and six months ended June 30, 2018. In June 2009, the Partnership and the General Partner entered into the Global GP LLC Compensation Funding Agreement (the “Agreement”) whereby the Partnership and the General Partner established obligations and protocol for (i) the funding, management and administration of a compensation funding account and underlying General Partner’s Obligations, and (ii) the holding and disposition by the General Partner of common units acquired in accordance with the Agreement for such purposes as otherwise set forth in the Agreement. The Agreement requires the Partnership to fund costs that the General Partner incurs in connection with performance of the Agreement. In accordance with the Agreement, the Partnership paid approximately $0.4 million in the aggregate for certain costs in connection with the Agreement for each of the three and six months ended June 30, 2018. For each of the three and six months ended June 30, 2017, the Partnership paid members of the General Partner approximately $0.8 million of these costs. |
Partners' Equity and Cash Distr
Partners' Equity and Cash Distributions | 6 Months Ended |
Jun. 30, 2018 | |
Partners' Equity and Cash Distributions | |
Partners' Equity and Cash Distributions | Note 14. Partners’ Equity and Cash Distributions Partners’ Equity Partners’ equity at June 30, 2018 consisted of 33,995,563 common units issued, including 7,377,738 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, 2018. 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 99.33 % 0.67 % Second Target Distribution above $0.4625 up to $0.5375 86.33 % 13.67 % Third Target Distribution above $0.5375 up to $0.6625 76.33 % 23.67 % Thereafter above $0.6625 51.33 % 48.67 % The Partnership paid the following cash distributions during 2018 (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 2/14/2018 12/31/17 $ $ 15,723 $ 106 $ — $ 15,829 5/15/2018 03/31/18 15,723 106 — 15,829 In addition, on July 27, 2018, the board of directors of the General Partner declared a quarterly cash distribution of $0.4750 per unit ($1.90 per unit on an annualized basis) on all of its outstanding common units for the period from April 1, 2018 through June 30, 2018. On August 14, 2018, the Partnership will pay this cash distribution to its unitholders of record as of the close of business on August 9, 2018. This distribution will result in the Partnership reaching its second target level distribution for the quarter ended June 30, 2018. |
Unitholders' Equity
Unitholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Unitholders' Equity | |
Unitholders' Equity | Note 15. Unitholders’ Equity 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. No common units have been sold by the Partnership pursuant to the at-the-market offering program since inception. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting | |
Segment Reporting | Note 16. Segment Reporting 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, 2018 2017 2018 2017 Wholesale Segment: Sales Gasoline and gasoline blendstocks $ 1,247,949 $ 461,063 $ 2,021,319 $ 966,767 Crude oil (1) 26,969 143,143 58,404 246,671 Other oils and related products (2) 343,548 340,463 1,092,575 957,030 Total $ 1,618,466 $ 944,669 $ 3,172,298 $ 2,170,468 Product margin Gasoline and gasoline blendstocks $ 23,450 $ 18,608 $ 48,837 $ 33,993 Crude oil (1) 5,418 4,761 10,491 11,653 Other oils and related products (2) 9,615 7,828 26,302 37,701 Total $ 38,483 $ 31,197 $ 85,630 $ 83,347 Gasoline Distribution and Station Operations Segment: Sales Gasoline $ 1,086,078 $ 859,747 $ 1,978,377 $ 1,627,383 Station operations (3) 100,369 87,857 187,974 163,453 Total $ 1,186,447 $ 947,604 $ 2,166,351 $ 1,790,836 Product margin Gasoline $ 76,954 $ 79,283 $ 147,099 $ 146,438 Station operations (3) 48,680 43,242 92,214 82,137 Total $ 125,634 $ 122,525 $ 239,313 $ 228,575 Commercial Segment: Sales $ 321,662 $ 197,257 $ 590,817 $ 399,010 Product margin $ 5,809 $ 4,124 $ 11,046 $ 8,313 Combined sales and Product margin: Sales $ 3,126,575 $ 2,089,530 $ 5,929,466 $ 4,360,314 Product margin (4) $ 169,926 $ 157,846 $ 335,989 $ 320,235 Depreciation allocated to cost of sales (20,665) (22,484) (42,398) (44,846) Combined gross profit $ 149,261 $ 135,362 $ 293,591 $ 275,389 (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 consist of convenience store sales, rental income and sundries. (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 129 million gallons and 124 million gallons of the GDSO segment’s sales for the three months ended June 30, 2018 and 2017, respectively, and 243 million gallons and 238 million gallons of the GDSO segment’s sales for the six months ended June 30, 2018 and 2017, respectively, were supplied from petroleum products and renewable fuels sourced by the Wholesale segment. Predominantly all of the Commercial segment’s sales were 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, 2018 2017 2018 2017 Combined gross profit $ 149,261 $ 135,362 $ 293,591 $ 275,389 Operating costs and expenses not allocated to operating segments: Selling, general and administrative expenses 39,954 34,679 79,320 71,466 Operating expenses 76,218 71,169 150,267 138,382 Gain on trustee taxes — — (52,627) — Amortization expense 2,437 2,260 4,905 4,521 Net loss (gain) on sale and disposition of assets 3,033 2,381 4,900 (9,481) Total operating costs and expenses 121,642 110,489 186,765 204,888 Operating income 27,619 24,873 106,826 70,501 Interest expense (21,613) (21,923) (43,058) (45,210) Income tax benefit (expense) 16 (959) 929 (795) Net income 6,022 1,991 64,697 24,496 Net loss attributable to noncontrolling interest 391 383 758 824 Net income attributable to Global Partners LP $ 6,413 $ 2,374 $ 65,455 $ 25,320 The Partnership’s foreign assets and foreign sales were immaterial as of and for the three and six months ended June 30, 2018 and 2017. Segment Assets The Partnership’s terminal assets are allocated to the Wholesale and Commercial segments, and its 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, 2018 and December 31, 2017 (in thousands): Wholesale Commercial GDSO Unallocated Total June 30, 2018 $ 579,993 $ — $ 1,261,871 $ 437,093 $ 2,278,957 December 31, 2017 $ 613,764 $ 100 $ 1,281,370 $ 424,935 $ 2,320,169 |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations | |
Business Combinations | Note 17. Business Combination 2017 Acquisition Honey Farms, Inc. —On October 18, 2017, the Partnership completed the acquisition of retail gasoline and convenience store assets from Honey Farms, Inc. (“Honey Farms”) in a cash transaction. The acquisition included 11 company-operated retail sites with gasoline and convenience stores and 22 company-operated stand-alone convenience stores. All of the sites are located in and around the greater Worcester, Massachusetts area. The purchase price was approximately $38.5 million, including inventory. 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 Financial Accounting Standards Board’s (“FASB”) guidance regarding business combinations. The Partnership’s financial statements include the results of operations of Honey Farms subsequent to the acquisition date. The following table presents the final allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Assets purchased: Inventory $ 2,999 Property and equipment 14,087 Intangibles 1,370 Other non-current assets 3 Total identifiable assets purchased 18,459 Liabilities assumed: Environmental liabilities (1,119) Other non-current liabilities (352) Total liabilities assumed (1,471) Net identifiable assets acquired 16,988 Goodwill 21,491 Net assets acquired $ 38,479 During the quarter ended June 30, 2018, the Partnership recorded a change to the preliminary purchase accounting, specifically related to the value assigned to the environmental liabilities. The impact of this change decreased goodwill to $21.5 million at June 30, 2018 from $21.6 million at March 31, 2018. The following presents the change in goodwill from March 31, 2018 to June 30, 2018 (in thousands): Goodwill – March 31, 2018 $ 21,630 Decrease in environmental liabilities (139) Goodwill – June 30, 2018 $ 21,491 The Partnership engaged a third-party valuation firm to assist in the valuation of Honey Farms’ property and equipment, intangible assets consisting of in-place leases, favorable leasehold interests and franchise rights, and other non-current liabilities consisting of unfavorable leasehold interests. The Partnership’s third-party valuation firm considered the income, market and cost approaches in estimating the fair value of the property and equipment, intangible assets and other non-current liabilities. The market and cost approaches were used to value the property and equipment based on the underlying asset class components of the property and equipment. The income approach was used to value the in-place leases, franchise rights and favorable and unfavorable leasehold interests. The purchase price for the acquisition was allocated to assets acquired and liabilities assumed based on their estimated fair values. The Partnership then allocated the purchase price in excess of net tangible assets acquired to identifiable intangible assets, based upon a valuation from the Partnership’s third‑party valuation firm. Any excess purchase price over the fair value of the net tangible and intangible assets acquired was allocated to goodwill and assigned to the GDSO reporting unit. The $21.5 million of goodwill was recognized as the transaction expanded the Partnership’s footprint and enables the Partnership to benefit from economies of scale in the purchase of gasoline and convenience store merchandise. The goodwill is expected to be tax deductible. The operations of Honey Farms have been integrated into the GDSO reporting segment. The fair value of $1.1 million assigned to the assumption of environmental liabilities was developed by management based on their estimates, assumptions and acquisition history. The fair values of the remaining Honey Farms assets and liabilities noted above approximate their carrying values as of the acquisition date. The Partnership utilized accounting guidance related to intangible assets which lists the pertinent factors to be considered when estimating the useful life of an intangible asset. These factors include, in part, a review of the expected use by the Partnership of the assets acquired, the expected useful life of another asset (or group of assets) related to the acquired assets and legal, regulatory or other contractual provisions that may limit the useful life of an acquired asset. The Partnership amortizes these intangible assets over their estimated useful lives which is consistent with the estimated undiscounted future cash flows of these assets. As part of the purchase price allocation, identifiable intangible assets include in-place leases, favorable leasehold interests and franchise rights that are being amortized over one, three and three years, respectively. Amortization expense related to the intangible assets was $0.2 million and $0.4 million for the three and six months ended June 30, 2018, respectively. The in-place leases, favorable leasehold interests and franchise rights have a weighted average term of approximately three, two and four years, respectively, prior to their next renewal. Supplemental Pro Forma Information —Revenues and net income not included in the Partnership’s consolidated operating results for Honey Farms from January 1, 2017 through October 18, 2017, the acquisition date, were immaterial. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Taxes | |
Income Taxes | Note 18. 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” criteria in accordance with the FASB’s accounting guidance regarding income taxes. The Partnership concluded, based upon an evaluation of future operating results and reversal of existing taxable temporary differences, that a portion of these assets will not be realized in a future period. The valuation allowance increased by $0.2 million for the six months ended June 30, 2018. The Partnership computed its tax provision for the three and six months ended June 30, 2018 based upon the year-to-date effective tax rate as opposed to an estimated annual effective tax rate. Given a reliable estimate of the annual effective tax rate cannot be made, 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, 2018. Unrecognized tax benefits represent uncertain tax positions for which reserves have been established. The Partnership had gross-tax effected unrecognized tax benefits of $1.0 million at both June 30, 2018 and December 31, 2017, of which all would favorably impact the effective tax rate if recognized. GMG files income tax returns in the United States and various state jurisdictions. With few exceptions, the Partnership is subject to income tax examination by tax authorities for all years dated back to 2014. Tax Cuts and Jobs Act As disclosed in Note 11, “Income Taxes,” of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017, the Partnership recorded provisional amounts in its 2017 consolidated financial statements to reflect the federal, state and foreign impacts of the Tax Cuts and Jobs Act (the “Act”), as well as to the balance of the Partnership’s deferred tax assets and liabilities. These amounts remain provisional and subject to Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act,” (“SAB 118”) as of June 30, 2018. There have been no changes to the provisional amounts recorded in the 2017 financial statements during the three and six months ended June 30, 2018. While the Partnership made reasonable estimates of the effects of the Act in its 2017 consolidated financial statements, the final impact of the Act may differ from these estimates due to, among other things, changes in the Partnership’s interpretations of and assumptions under the Act and additional guidance that may be issued by the Internal Revenue Service. As a result, the Partnership will continue to gather additional information to determine the final impact of these changes. SAB 118 provides that in these cases, an entity should continue to apply ASC Topic 740, “Income Taxes,” based on the provisions of the tax laws that were in effect immediately prior to the Act. SAB 118 provides a measurement period that should not extend beyond one year from the Act enactment date for entities to complete the accounting under ASC Topic 740 . |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2018 | |
Changes in Accumulated Other Comprehensive Loss | |
Changes in Accumulated Other Comprehensive Loss | Note 19. Changes in Accumulated Other Comprehensive Loss The following table presents the changes in accumulated other comprehensive loss by component for the periods presented (in thousands): Pension Three Months Ended June 30, 2018 Plan Derivatives Total Balance at March 31, 2018 $ (5,684) $ 74 $ (5,610) Other comprehensive income before reclassifications of gain (loss) 349 14 363 Amount of (loss) gain reclassified from accumulated other comprehensive income (16) — (16) Total comprehensive (loss) income 333 14 347 Balance at June 30, 2018 $ (5,351) $ 88 $ (5,263) Pension Six Months Ended June 30, 2018 Plan Derivatives Total Balance at December 31, 2017 $ (5,333) $ (135) $ (5,468) Other comprehensive income before reclassifications of gain (loss) 14 223 237 Amount of (loss) gain reclassified from accumulated other comprehensive income (32) — (32) Total comprehensive income (18) 223 205 Balance at June 30, 2018 $ (5,351) $ 88 $ (5,263) 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. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 20. Supplemental Cash Flow Information The following table presents supplemental cash flow information for the periods presented (in thousands): Six Months Ended June 30, 2018 2017 Borrowings from working capital revolving credit facility $ 1,076,700 $ 592,100 Payments on working capital revolving credit facility (1,005,400) (767,600) Net borrowings from (payments on) working capital revolving credit facility $ 71,300 $ (175,500) Payments on revolving credit facility (11,000) (16,000) Net payments on revolving credit facility $ (11,000) $ (16,000) |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2018 | |
Legal Proceedings | |
Legal Proceedings | Note 21. 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 11 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 During the second quarter ended June 30, 2016, the Partnership 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 were impacted. The Partnership has notified the EPA of this error. As a result of this error, the Partnership could be subject to fines, penalties and other related claims, including customer claims. On August 2, 2016, the Partnership received a Notice of Violation (“NOV”) from the EPA, alleging that permits for the Partnership’s petroleum product transloading facility in Albany, New York (the “Albany Terminal”), issued by the New York State Department of Environmental Conservation (“NYSDEC”) between August 9, 2011 and November 7, 2012, violated the Clean Air Act (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 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. The applicable permits issued by the 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 permit actions should have been treated as a major modification under the NSR program, requiring additional emission control measures and compliance with other NSR requirements. The NYSDEC has not alleged that the Partnership’s permits were subject to the NSR program. 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 NYSDEC comply with the CAA and applicable state air permitting requirements and that no material violation of law has occurred. The Partnership disputes the claims alleged in the NOV and responded to the EPA in September 2016. The Partnership met with the EPA and provided additional information at the agency’s request. On December 16, 2016, the EPA proposed a Settlement Agreement in a letter to the Partnership relating to the allegations in the NOV. On January 17, 2017, the Partnership responded to the EPA indicating that the EPA had failed to explain or provide support for its allegations and that the EPA needed to better explain its positions and the evidence on which it was relying. The EPA did not respond with such evidence, but instead requested that the Partnership enter into a further tolling agreement. The Partnership has signed a number of tolling agreements with respect to this matter, as requested by the EPA, and such agreements currently extend through December 31, 2018. To date, the EPA has not taken any further formal action with respect to the NOV. By letter dated January 25, 2017, the Partnership received a notice of intent to sue (the “2017 NOI”) from Earthjustice related to alleged violations of the CAA; specifically alleging that the Partnership was operating the Albany Terminal without a valid CAA Title V Permit. On February 9, 2017, the Partnership responded to Earthjustice advising that the 2017 NOI was without factual or legal merit and that the Partnership would move to dismiss any action commenced by Earthjustice. No action was taken by either the EPA or the NYSDEC with regard to the Earthjustice allegations. At this time, there has been no further action taken by Earthjustice. Neither the EPA nor the NYSDEC has followed up on the 2017 NOI. The Albany Terminal is currently operating pursuant to its Title V Permit, which has been extended in accordance with the State Administrative Procedures Act. The Partnership believes that it has meritorious defenses against all allegations. 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 (the “Revere Terminal”) located in Boston Harbor in Revere, Massachusetts, alleging certain violations of the National Pollutant Discharge Elimination System Permit (“NPDES Permit”) related to storm water discharges. The NON required 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 has implemented modifications to the storm water management system at the Revere Terminal in accordance with the plan. The Partnership has requested that the DEP acknowledge completion of the required modifications to the storm water management system in satisfaction of the NON. While no response has yet been received, the Partnership believes that compliance with the NON has been achieved, and implementation of the plan will have no material impact on its operations. 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 has currently been extended through September 28, 2018. While 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. |
New Accounting Standards
New Accounting Standards | 6 Months Ended |
Jun. 30, 2018 | |
New Accounting Standards | |
New Accounting Standards | Note 22. New Accounting Standards There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Partnership’s consolidated financial statements, from those disclosed in the Partnership’s 2017 Annual Report on Form 10-K, except for the following: Accounting Standards or Updates Recently Adopted In May 2017, the FASB issued ASU 2017-09, “ Compensation–Stock Compensation: Scope of Modification Accounting.” This standard clarifies that modification accounting for share-based payment awards should not be applied if the fair value, vesting conditions, and the classification of the modified award as an equity instrument or as a liability instrument are the same before and immediately after the modification. This standard is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Adoption will be applied prospectively to awards modified on or after the adoption date. The Partnership adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the Definition of a Business.” This standard clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This standard is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. The Partnership adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.” This standard reduces diversity in practice in how certain transactions are classified in the statement of cash flows by addressing eight specific cash receipt and cash payment issues. This standard is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods, with early adoption permitted. The Partnership adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Partnership’s 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 Partnership adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” and has modified the standard thereafter, now codified as ASC 606. ASC 606 supersedes previous revenue recognition requirements in ASC 605, includes a five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration to which entities expect to be entitled in exchange for those goods or services and expands disclosure requirements. ASC 606 became effective for annual reporting periods beginning January 1, 2018, at which point the Partnership adopted the standard. The adoption of this standard did not have a material impact on the recognition of revenue on the Partnership’s consolidated financial statements as it did not materially impact the timing or measurement of the Partnership’s revenue recognition. The Partnership adopted the standard using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Partnership’s historical accounting under ASC 605. See Note 2 for additional information. Accounting Standards or Updates Not Yet Effective In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities.” This standard expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. This standard is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, and early adoption is permitted. The Partnership is assessing the impact this standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases,” and has modified the standard thereafter through a series of amendments. 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 allows for two adoptions methods, 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, and an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the financial statements. The Partnership continues to evaluate the impact of this standard on its financial statements and disclosures, internal controls and accounting policies. The Partnership believes that the new standard will have a material impact on its consolidated balance sheet. The evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population and analyzing the practical expedients in order to determine the best path of implementing changes to existing processes and controls. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Event Abstract | |
Subsequent Event | Note 23. Subsequent Events Series A Preferred Units Offering — On August 7, 2018, the Partnership closed an offering of 2,760,000 of its 9.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference of $25.00 per unit (the “Series A Preferred Units”), for $25.00 per Series A Preferred Unit in an offering registered under the Securities Act of 1933. Distributions on the Series A Preferred Units are payable quarterly and are cumulative from and including the date of original issue to, but excluding, August 15, 2023 at a fixed rate of 9.75% per annum of the stated liquidation preference of $25.00. On and after August 15, 2023, distributions on the Series A Preferred Units will accumulate for each distribution period at an annual floating rate equal to the three-month LIBOR plus a spread of 6.774%. The Partnership used the proceeds, net of underwriting discount, of $66.8 million, excluding expenses, to reduce indebtedness under its Credit Agreement. Acquisition from Cheshire Oil Company, LLC — On July 24, 2018, the Partnership acquired the assets of ten company-operated gasoline stations and convenience stores from New Hampshire-based Cheshire Oil Company, LLC for approximately $32.0 million, excluding inventory, funded with borrowings under the Partnership’s revolving credit facility. The portfolio consists of nine stores in New Hampshire and one in Brattleboro, Vermont. All of the locations are branded T-Bird Mini Marts and market Citgo fuel. Acquisition from Champlain Oil Company, Inc .— On July 17, 2018, the Partnership acquired the retail fuel and convenience store assets of Vermont-based Champlain Oil Company, Inc for approximately $134.0 million, excluding inventory, funded with borrowings under the Partnership’s revolving credit facility. The acquisition includes 37 company-operated gasoline stations with Jiffy Mart-branded convenience stores in Vermont and New Hampshire, and approximately 24 fuel sites that are either owned or leased, including lessee dealer and commission agent locations. The transaction also includes fuel supply agreements for approximately 65 gasoline stations, primarily in Vermont and New Hampshire. The stations primarily market major fuel brands such as Mobil, Shell, Citgo, Sunoco and Irving. Distribution —On July 27, 2018, the board of directors of the General Partner declared a quarterly cash distribution of $0.4750 per unit ($1.90 per unit on an annualized basis) for the period from April 1, 2018 through June 30, 2018. On August 14, 2018, the Partnership will pay this cash distribution to its unitholders of record as of the close of business on August 9, 2018. Sale of Gasoline Stations —Beginning in April 2016, the Partnership retained a real estate firm to coordinate the continuing sale of non-strategic GDSO sites. Through July 31, 2018, the criteria to be presented as held for sale was met for 12 additional sites with a net book value of $7.6 million at June 30, 2018. 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, 2018 | |
Supplemental Guarantor Condensed Consolidating Financial Statements | |
Supplemental Guarantor Condensed Consolidating Financial Statements | Note 24. 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, 2018 and December 31, 2017, the Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2018 and 2017 and the Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2018 and 2017 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, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 6,079 $ 1,403 $ — $ 7,482 Accounts receivable, net 423,206 6 13 423,225 Accounts receivable - affiliates 4,039 31 (13) 4,057 Inventories 338,320 — — 338,320 Brokerage margin deposits 6,871 — — 6,871 Derivative assets 12,805 — — 12,805 Prepaid expenses and other current assets 84,974 143 — 85,117 Total current assets 876,294 1,583 — 877,877 Property and equipment, net 1,000,754 5,175 — 1,005,929 Intangible assets, net 51,459 — — 51,459 Goodwill 310,855 — — 310,855 Other assets 32,837 — — 32,837 Total assets $ 2,272,199 $ 6,758 $ — $ 2,278,957 Liabilities and partners' equity Current liabilities: Accounts payable $ 256,729 $ 39 $ — $ 256,768 Working capital revolving credit facility - current portion 198,000 — — 198,000 Environmental liabilities - current portion 5,004 — — 5,004 Trustee taxes payable 43,699 — — 43,699 Accrued expenses and other current liabilities 89,664 125 — 89,789 Derivative liabilities 14,764 — — 14,764 Total current liabilities 607,860 164 — 608,024 Working capital revolving credit facility - less current portion 100,000 — — 100,000 Revolving credit facility 185,000 — — 185,000 Senior notes 663,116 — — 663,116 Environmental liabilities - less current portion 50,333 — — 50,333 Financing obligations 150,223 — — 150,223 Deferred tax liabilities 38,607 — — 38,607 Other long-term liabilities 53,672 — — 53,672 Total liabilities 1,848,811 164 — 1,848,975 Partners' equity Global Partners LP equity 423,388 3,987 — 427,375 Noncontrolling interest — 2,607 — 2,607 Total partners' equity 423,388 6,594 — 429,982 Total liabilities and partners' equity $ 2,272,199 $ 6,758 $ — $ 2,278,957 Condensed Consolidating Balance Sheet December 31, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 13,035 $ 1,823 $ — $ 14,858 Accounts receivable, net 416,974 218 71 417,263 Accounts receivable - affiliates 3,773 71 (71) 3,773 Inventories 350,743 — — 350,743 Brokerage margin deposits 9,681 — — 9,681 Derivative assets 3,840 — — 3,840 Prepaid expenses and other current assets 77,889 88 — 77,977 Total current assets 875,935 2,200 — 878,135 Property and equipment, net 1,029,864 6,803 — 1,036,667 Intangible assets, net 56,545 — — 56,545 Goodwill 312,401 — — 312,401 Other assets 36,421 — — 36,421 Total assets $ 2,311,166 $ 9,003 $ — $ 2,320,169 Liabilities and partners' equity Current liabilities: Accounts payable $ 313,265 $ 147 $ — $ 313,412 Accounts payable - affiliates (148) 148 — — Working capital revolving credit facility - current portion 126,700 — — 126,700 Environmental liabilities - current portion 5,009 — — 5,009 Trustee taxes payable 110,321 — — 110,321 Accrued expenses and other current liabilities 99,288 219 — 99,507 Derivative liabilities 13,708 — — 13,708 Total current liabilities 668,143 514 — 668,657 Working capital revolving credit facility - less current portion 100,000 — — 100,000 Revolving credit facility 196,000 — — 196,000 Senior notes 661,774 — — 661,774 Environmental liabilities - less current portion 52,968 — — 52,968 Financing obligations 150,334 — — 150,334 Deferred tax liabilities 40,105 — — 40,105 Other long-term liabilities 56,013 — — 56,013 Total liabilities 1,925,337 514 — 1,925,851 Partners' equity Global Partners LP equity 385,829 5,124 — 390,953 Noncontrolling interest — 3,365 — 3,365 Total partners' equity 385,829 8,489 — 394,318 Total liabilities and partners' equity $ 2,311,166 $ 9,003 $ — $ 2,320,169 Condensed Consolidating Statement of Operations Three Months Ended June 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 3,126,449 $ 215 $ (89) $ 3,126,575 Cost of sales 2,976,691 712 (89) 2,977,314 Gross profit 149,758 (497) — 149,261 Costs and operating expenses: Selling, general and administrative expenses 39,854 100 — 39,954 Operating expenses 75,837 381 — 76,218 Amortization expense 2,437 — — 2,437 Net loss on sale and disposition of assets 3,033 — — 3,033 Total costs and operating expenses 121,161 481 — 121,642 Operating income (loss) 28,597 (978) — 27,619 Interest expense (21,613) — — (21,613) Income (loss) before income tax benefit 6,984 (978) — 6,006 Income tax benefit 16 — — 16 Net income (loss) 7,000 (978) — 6,022 Net loss attributable to noncontrolling interest — 391 — 391 Net income (loss) attributable to Global Partners LP 7,000 (587) — 6,413 Less: General partners' interest in net income, including incentive distribution rights 110 — — 110 Limited partners' interest in net income (loss) $ 6,890 $ (587) $ — $ 6,303 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 Six Months Ended June 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 5,928,948 $ 693 $ (175) $ 5,929,466 Cost of sales 5,634,066 1,634 175 5,635,875 Gross profit 294,882 (941) (350) 293,591 Costs and operating expenses: Selling, general and administrative expenses 79,129 191 — 79,320 Operating expenses 149,504 763 — 150,267 Gain on trustee taxes (52,627) — — (52,627) Amortization expense 4,905 — — 4,905 Net loss on sale and disposition of assets 4,900 — — 4,900 Total costs and operating expenses 185,811 954 — 186,765 Operating income (loss) 109,071 (1,895) (350) 106,826 Interest expense (43,058) — — (43,058) Income before income tax benefit 66,013 (1,895) (350) 63,768 Income tax benefit 929 — — 929 Net income (loss) 66,942 (1,895) (350) 64,697 Net loss attributable to noncontrolling interest — 758 — 758 Net income (loss) attributable to Global Partners LP 66,942 (1,137) (350) 65,455 Less: General partners' interest in net income, including incentive distribution rights 506 — — 506 Limited partners' interest in net income (loss) $ 66,436 $ (1,137) $ (350) $ 64,949 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) 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 Cash Flows Six Months Ended June 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash used in operating activities $ (15,806) $ (420) $ (16,226) Cash flows from investing activities Capital expenditures (27,168) — (27,168) Proceeds from sale of property and equipment 7,241 — 7,241 Net cash used in investing activities (19,927) — (19,927) Cash flows from financing activities Net borrowings from working capital revolving credit facility 71,300 — 71,300 Net payments on revolving credit facility (11,000) — (11,000) Distributions to partners (31,523) — (31,523) Net cash provided by financing activities 28,777 — 28,777 Cash and cash equivalents Decrease in cash and cash equivalents (6,956) (420) (7,376) Cash and cash equivalents at beginning of period 13,035 1,823 14,858 Cash and cash equivalents at end of period $ 6,079 $ 1,403 $ 7,482 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 . |
Organization and Basis of Pre32
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements as of June 30, 2018 and December 31, 2017 and for the three and six months ended June 30, 2018 and 2017 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, 2017 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, except as described below for trustee taxes and in Note 2 herein for the adoption of Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” including modifications to that standard thereafter, and now codified as Accounting Standards Codification 606 (“ASC 606”) which the Partnership adopted on January 1, 2018 (see Note 22, New Accounting Standards—“Accounting Standards or Updates Recently Adopted” for additional information). The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results of operations that will be realized for the entire year ending December 31, 2018. The consolidated balance sheet at December 31, 2017 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, 2017. |
Trustee Taxes | Trustee Taxes The Partnership collects trustee taxes, which consist of various pass through taxes collected on behalf of taxing authorities, and remits such taxes directly to those taxing authorities. Examples of trustee taxes include, among other things, motor fuel excise tax and sales and use tax. As such, it is the Partnership’s policy to exclude trustee taxes from revenues and cost of sales and account for them as current liabilities. Volumetric Ethanol Excise Tax Credit— In the first quarter of 2018, the Partnership recognized a one-time income item of approximately $52.6 million as a result of the extinguishment of a contingent liability related to the Volumetric Ethanol Excise Tax Credit, which tax credit program expired in 2011. Based upon the significant passage of time from that 2011 expiration date, including underlying statutes of limitation, as of January 31, 2018 the Partnership determined that the liability was no longer required. The liability had historically been included in trustee taxes in the accompanying consolidated balance sheets. The recognition of this one-time income item, which is included in gain on trustee taxes in the accompanying consolidated statements of operations for the six months ended June 30, 2018, did not impact cash flows from operations for the six months ended June 30, 2018 and will not impact cash flows from operations for the year ending December 31, 2018. |
Noncontrolling Interest | Noncontrolling Interest The Partnership acquired a 60% interest in Basin Transload, LLC (“Basin Transload”) on February 1, 2013. After evaluating Accounting Standards Codification (“ASC”) Topic 810, “Consolidations,” 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 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. 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, 2018 2017 2018 2017 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 78 % 67 % 71 % 62 % Crude oil sales and crude oil logistics revenue 1 % 7 % 1 % 6 % Distillates (home heating oil, diesel and kerosene), residual oil and propane sales 18 % 22 % 25 % 28 % Convenience store sales, rental income and sundries 3 % 4 % 3 % 4 % Total 100 % 100 % 100 % 100 % 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, 2018 2017 2018 2017 Wholesale segment 23 % 20 % 26 % 26 % Gasoline Distribution and Station Operations segment 74 % 77 % 71 % 71 % Commercial segment 3 % 3 % 3 % 3 % Total 100 % 100 % 100 % 100 % See Note 16, “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, 2018 and 2017. . |
Organization and Basis of Pre33
Organization and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Product Margin [Member] | |
Concentration Risk [Line Items] | |
Schedule of revenues and product margin as a percentage of the consolidated total | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Wholesale segment 23 % 20 % 26 % 26 % Gasoline Distribution and Station Operations segment 74 % 77 % 71 % 71 % Commercial segment 3 % 3 % 3 % 3 % Total 100 % 100 % 100 % 100 % |
Sales Revenue, Product Line [Member] | |
Concentration Risk [Line Items] | |
Schedule of revenues and product margin as a percentage of the consolidated total | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 78 % 67 % 71 % 62 % Crude oil sales and crude oil logistics revenue 1 % 7 % 1 % 6 % Distillates (home heating oil, diesel and kerosene), residual oil and propane sales 18 % 22 % 25 % 28 % Convenience store sales, rental income and sundries 3 % 4 % 3 % 4 % Total 100 % 100 % 100 % 100 % |
Adoption of ASC 606, Revenue 34
Adoption of ASC 606, Revenue from Contract Customers (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue of contracts with customers by segment | Three Months Ended June 30, 2018 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels, crude oil and propane $ 293,100 $ 1,086,078 $ 192,046 $ 1,571,224 Station operations — 82,802 — 82,802 Total revenue from contracts with customers 293,100 1,168,880 192,046 1,654,026 Other sales: Revenue originating as physical forward contracts and exchanges 1,324,362 — 129,616 1,453,978 Revenue from leases 1,004 17,567 — 18,571 Total other sales 1,325,366 17,567 129,616 1,472,549 Total sales $ 1,618,466 $ 1,186,447 $ 321,662 $ 3,126,575 Six Months Ended June 30, 2018 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels, crude oil and propane $ 760,110 $ 1,978,377 $ 362,220 $ 3,100,707 Station operations — 153,007 — 153,007 Total revenue from contracts with customers 760,110 2,131,384 362,220 3,253,714 Other sales: Revenue originating as physical forward contracts and exchanges 2,410,679 — 228,597 2,639,276 Revenue from leases 1,509 34,967 — 36,476 Total other sales 2,412,188 34,967 228,597 2,675,752 Total sales $ 3,172,298 $ 2,166,351 $ 590,817 $ 5,929,466 |
Net Income Per Limited Partne35
Net Income Per Limited Partner Unit (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Net Income Per Limited Partner Unit | |
Schedule of reconciliation of net income and the assumed allocation of net income (loss) to the limited partners' interest for purposes of computing net income per limited partner unit (in thousands, except per unit data) | Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Limited General Limited General Partner Partner Partner Partner Numerator: Total Interest Interest IDRs Total Interest Interest IDRs Net income attributable to Global Partners LP $ 6,413 $ 6,303 $ 110 $ — $ 2,374 $ 2,358 $ 16 $ — Declared distribution $ 16,325 $ 16,149 $ 109 $ 67 $ 15,829 $ 15,723 $ 106 $ — Assumed allocation of undistributed net loss (9,912) (9,846) (66) — (13,455) (13,365) (90) — Assumed allocation of net income $ 6,413 $ 6,303 $ 43 $ 67 $ 2,374 $ 2,358 $ 16 $ — Denominator: Basic weighted average limited partner units outstanding 33,652 33,554 Dilutive effect of phantom units 211 98 Diluted weighted average limited partner units outstanding 33,863 33,652 Basic net income per limited partner unit $ 0.19 $ 0.07 Diluted net income per limited partner unit $ 0.19 $ 0.07 Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 Limited General Limited General Partner Partner Partner Partner Numerator: Total Interest Interest IDRs Total Interest Interest IDRs Net income attributable to Global Partners LP $ 65,455 $ 64,949 $ 506 $ — $ 25,320 $ 25,150 $ 170 $ — Declared distribution $ 32,154 $ 31,872 $ 215 $ 67 $ 31,658 $ 31,446 $ 212 $ — Assumed allocation of undistributed net income (loss) 33,301 33,077 224 — (6,338) (6,296) (42) — Assumed allocation of net income $ 65,455 $ 64,949 $ 439 $ 67 $ 25,320 $ 25,150 $ 170 $ — Denominator: Basic weighted average limited partner units outstanding 33,652 33,554 Dilutive effect of phantom units 179 65 Diluted weighted average limited partner units outstanding 33,831 33,619 Basic net income per limited partner unit $ 1.93 $ 0.75 Diluted net income per limited partner unit $ 1.92 $ 0.75 |
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 27, 2018 $ 0.4625 March 31, 2018 July 27, 2018 $ 0.4750 June 30, 2018 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventories | |
Schedule of inventories (in thousands) | June 30, December 31, 2018 2017 Distillates: home heating oil, diesel and kerosene $ 126,860 $ 183,059 Gasoline 126,220 81,504 Gasoline blendstocks 37,257 26,789 Crude oil 11,984 10,809 Residual oil 16,338 28,442 Propane and other 418 1,659 Renewable identification numbers (RINs) 545 380 Convenience store inventory 18,698 18,101 Total $ 338,320 $ 350,743 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets | |
Schedule of changes in goodwill by segment (in thousands) | Goodwill Allocated to Wholesale GDSO Reporting Reporting Unit Unit Total Balance at December 31, 2017 — 312,401 $ 312,401 Change in goodwill from Honey Farms acquisition (Note 17) — (139) (139) Dispositions (1) — (1,407) (1,407) Balance at June 30, 2018 $ — $ 310,855 $ 310,855 (1) Dispositions represent derecognition of goodwill associated with the sale and disposition of certain assets. See Note 7. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property and Equipment | |
Schedule of components of property and equipment (in thousands) | June 30, December 31, 2018 2017 Buildings and improvements $ 1,020,335 $ 1,015,386 Land 404,415 409,146 Fixtures and equipment 43,175 42,959 Idle plant assets 30,500 30,500 Construction in process 28,563 22,403 Capitalized internal use software 30,626 30,626 Total property and equipment 1,557,614 1,551,020 Less accumulated depreciation 551,685 514,353 Total $ 1,005,929 $ 1,036,667 |
Sale and Disposition of Assets
Sale and Disposition of Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Sale and Disposition of Assets | |
Schedule of (gain) loss on sale and dispositions of assets (in thousands) | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Sale of natural gas brokerage and electricity businesses $ — $ — $ — $ (14,172) Periodic divestiture of gasoline stations (223) 357 (223) 176 Strategic asset divestiture program 1,216 27 1,192 450 Loss on assets held for sale 2,008 1,388 3,534 3,439 Other 32 609 397 626 Total $ 3,033 $ 2,381 $ 4,900 $ (9,481) |
Derivative Financial Instrume40
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Financial Instruments | |
Schedule of notional values of derivative instruments | Units (1) Unit of Measure Exchange-Traded Derivatives Long 42,856 Thousands of barrels Short (44,344) Thousands of barrels OTC Derivatives (Petroleum/Ethanol) Long 15,046 Thousands of barrels Short (9,650) Thousands of barrels Interest Rate Swap $ 100.0 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. |
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 2018 2017 2018 2017 Derivatives in fair value hedging relationship Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products Cost of sales $ (12,460) $ 20,224 $ (9,731) $ 40,920 Hedged items in fair value hedge relationship Physical inventory Cost of sales $ 12,570 $ (20,937) $ 11,374 $ (41,782) |
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 2018 2017 2018 2017 Commodity contracts Cost of sales $ 1,741 $ 1,188 $ 3,573 $ 2,742 |
Schedule of fair values of derivative instruments and location in consolidated balance sheets (in thousands) | June 30, 2018 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ — $ 18,359 $ 18,359 Interest rate swaps Prepaid expenses and other current assets — 90 90 Forward derivative contracts (1) Derivative assets — 12,805 12,805 Total asset derivatives $ — $ 31,254 $ 31,254 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ (7,162) $ (42,360) $ (49,522) Forward derivative contracts (1) Derivative liabilities — (14,764) (14,764) Forward foreign currency contracts Accrued expenses and other current liabilities — — — Interest rate swap contracts Other long-term liabilities — — — Total liability derivatives $ (7,162) $ (57,124) $ (64,286) December 31, 2017 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ — $ 32,483 $ 32,483 Forward derivative contracts (1) Derivative assets — 3,840 3,840 Total asset derivatives $ — $ 36,323 $ 36,323 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ (7,214) $ (63,869) $ (71,083) Forward derivative contracts (1) Derivative liabilities — (13,708) (13,708) Interest rate swap contracts Other long-term liabilities — (134) (134) Total liability derivatives $ (7,214) $ (77,711) $ (84,925) (1) Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 Cash Collateral Level 1 Level 2 Level 3 Netting Total Assets: Forward derivative contracts (1) $ — $ 11,854 $ 951 $ — $ 12,805 Interest rate swaps — 90 — — 90 Exchange-traded/cleared derivative instruments (2) (31,163) — — 38,034 6,871 Pension plans 17,589 — — — 17,589 Total assets $ (13,574) $ 11,944 $ 951 $ 38,034 $ 37,355 Liabilities: Forward derivative contracts (1) $ — $ (14,132) $ (632) $ — $ (14,764) Fair Value at December 31, 2017 Cash Collateral Level 1 Level 2 Level 3 Netting Total Assets: Forward derivative contracts (1) $ — $ 3,207 $ 633 $ — $ 3,840 Exchange-traded/cleared derivative instruments (2) (38,600) — — 48,281 9,681 Pension plans 17,580 — — — 17,580 Total assets $ (21,020) $ 3,207 $ 633 $ 48,281 $ 31,101 Liabilities: Forward derivative contracts (1) $ — $ (12,671) $ (1,037) $ — $ (13,708) Interest rate swaps — (134) — — (134) Total liabilities $ — $ (12,805) $ (1,037) $ — $ (13,842) (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, 2018 December 31, 2017 Face Fair Face Fair Value Value Value Value 6.25% senior notes $ 375,000 $ 361,875 $ 375,000 $ 383,906 7.00% senior notes $ 300,000 $ 297,750 $ 300,000 $ 308,250 |
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, 2017 $ (404) Derivatives entered into during the period (66) Derivatives sold during the period 374 Realized gains (losses) recorded in cost of sales 388 Unrealized gains (losses) recorded in cost of sales 27 Fair value at June 30, 2018 $ 319 |
Environmental Liabilities and42
Environmental Liabilities and RINs (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Environmental Liabilities and Renewable Identification Numbers (RINs) | |
Summary roll forward of the environmental liabilities (in thousands) | Balance at Other Balance at December 31, Payments Dispositions Adjustments June 30, Environmental Liability Related to: 2017 2018 2018 2018 2018 Retail gasoline stations $ 53,569 $ (1,305) $ (450) $ (800) $ 51,014 Terminals 4,408 (85) — — 4,323 Total environmental liabilities $ 57,977 $ (1,390) $ (450) $ (800) $ 55,337 Current portion $ 5,009 $ 5,004 Long-term portion 52,968 50,333 Total environmental liabilities $ 57,977 $ 55,337 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions | |
Schedule of receivables from related parties (in thousands) | June 30, December 31, 2018 2017 Receivables from GPC $ 266 $ 7 Receivables from the General Partner (1) 3,791 3,766 Total $ 4,057 $ 3,773 (1) Receivables from the General Partner reflect the Partnership’s prepayment of payroll taxes and payroll accruals to the General Partner and are due to the timing of the payroll obligations. |
Long-Term Incentive Plan (Table
Long-Term Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 phantom units at December 31, 2017 949,217 25.48 Vested (7,106) 37.53 Forfeited (25,769) 22.32 Outstanding non—vested phantom units at June 30, 2018 916,342 25.48 |
Partners' Equity and Cash Dis45
Partners' Equity and Cash Distributions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Partners' Equity and Cash Distributions | |
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 99.33 % 0.67 % Second Target Distribution above $0.4625 up to $0.5375 86.33 % 13.67 % Third Target Distribution above $0.5375 up to $0.6625 76.33 % 23.67 % Thereafter above $0.6625 51.33 % 48.67 % |
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 2/14/2018 12/31/17 $ $ 15,723 $ 106 $ — $ 15,829 5/15/2018 03/31/18 15,723 106 — 15,829 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting | |
Summary of financial information for the reportable segments (in thousands) | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Wholesale Segment: Sales Gasoline and gasoline blendstocks $ 1,247,949 $ 461,063 $ 2,021,319 $ 966,767 Crude oil (1) 26,969 143,143 58,404 246,671 Other oils and related products (2) 343,548 340,463 1,092,575 957,030 Total $ 1,618,466 $ 944,669 $ 3,172,298 $ 2,170,468 Product margin Gasoline and gasoline blendstocks $ 23,450 $ 18,608 $ 48,837 $ 33,993 Crude oil (1) 5,418 4,761 10,491 11,653 Other oils and related products (2) 9,615 7,828 26,302 37,701 Total $ 38,483 $ 31,197 $ 85,630 $ 83,347 Gasoline Distribution and Station Operations Segment: Sales Gasoline $ 1,086,078 $ 859,747 $ 1,978,377 $ 1,627,383 Station operations (3) 100,369 87,857 187,974 163,453 Total $ 1,186,447 $ 947,604 $ 2,166,351 $ 1,790,836 Product margin Gasoline $ 76,954 $ 79,283 $ 147,099 $ 146,438 Station operations (3) 48,680 43,242 92,214 82,137 Total $ 125,634 $ 122,525 $ 239,313 $ 228,575 Commercial Segment: Sales $ 321,662 $ 197,257 $ 590,817 $ 399,010 Product margin $ 5,809 $ 4,124 $ 11,046 $ 8,313 Combined sales and Product margin: Sales $ 3,126,575 $ 2,089,530 $ 5,929,466 $ 4,360,314 Product margin (4) $ 169,926 $ 157,846 $ 335,989 $ 320,235 Depreciation allocated to cost of sales (20,665) (22,484) (42,398) (44,846) Combined gross profit $ 149,261 $ 135,362 $ 293,591 $ 275,389 (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 consist of convenience store sales, rental income and sundries. (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, 2018 2017 2018 2017 Combined gross profit $ 149,261 $ 135,362 $ 293,591 $ 275,389 Operating costs and expenses not allocated to operating segments: Selling, general and administrative expenses 39,954 34,679 79,320 71,466 Operating expenses 76,218 71,169 150,267 138,382 Gain on trustee taxes — — (52,627) — Amortization expense 2,437 2,260 4,905 4,521 Net loss (gain) on sale and disposition of assets 3,033 2,381 4,900 (9,481) Total operating costs and expenses 121,642 110,489 186,765 204,888 Operating income 27,619 24,873 106,826 70,501 Interest expense (21,613) (21,923) (43,058) (45,210) Income tax benefit (expense) 16 (959) 929 (795) Net income 6,022 1,991 64,697 24,496 Net loss attributable to noncontrolling interest 391 383 758 824 Net income attributable to Global Partners LP $ 6,413 $ 2,374 $ 65,455 $ 25,320 |
Schedule of total assets by reportable segment (in thousands) | Wholesale Commercial GDSO Unallocated Total June 30, 2018 $ 579,993 $ — $ 1,261,871 $ 437,093 $ 2,278,957 December 31, 2017 $ 613,764 $ 100 $ 1,281,370 $ 424,935 $ 2,320,169 |
Business Combination (Tables)
Business Combination (Tables) - Honey Farms Acquisition [Member] | 6 Months Ended |
Jun. 30, 2018 | |
Acquisitions | |
Schedule of preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed (in thousands) | Assets purchased: Inventory $ 2,999 Property and equipment 14,087 Intangibles 1,370 Other non-current assets 3 Total identifiable assets purchased 18,459 Liabilities assumed: Environmental liabilities (1,119) Other non-current liabilities (352) Total liabilities assumed (1,471) Net identifiable assets acquired 16,988 Goodwill 21,491 Net assets acquired $ 38,479 |
Schedule of Change in Goodwill from Business Combination | Goodwill – March 31, 2018 $ 21,630 Decrease in environmental liabilities (139) Goodwill – June 30, 2018 $ 21,491 |
Changes in Accumulated Other 48
Changes in Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Changes in Accumulated Other Comprehensive Loss | |
Schedule of changes in accumulated other comprehensive loss (in thousands) | The following table presents the changes in accumulated other comprehensive loss by component for the periods presented (in thousands): Pension Three Months Ended June 30, 2018 Plan Derivatives Total Balance at March 31, 2018 $ (5,684) $ 74 $ (5,610) Other comprehensive income before reclassifications of gain (loss) 349 14 363 Amount of (loss) gain reclassified from accumulated other comprehensive income (16) — (16) Total comprehensive (loss) income 333 14 347 Balance at June 30, 2018 $ (5,351) $ 88 $ (5,263) Pension Six Months Ended June 30, 2018 Plan Derivatives Total Balance at December 31, 2017 $ (5,333) $ (135) $ (5,468) Other comprehensive income before reclassifications of gain (loss) 14 223 237 Amount of (loss) gain reclassified from accumulated other comprehensive income (32) — (32) Total comprehensive income (18) 223 205 Balance at June 30, 2018 $ (5,351) $ 88 $ (5,263) |
Supplemental Cash Flow Inform49
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of cash flow supplemental information (in thousands) | Six Months Ended June 30, 2018 2017 Borrowings from working capital revolving credit facility $ 1,076,700 $ 592,100 Payments on working capital revolving credit facility (1,005,400) (767,600) Net borrowings from (payments on) working capital revolving credit facility $ 71,300 $ (175,500) Payments on revolving credit facility (11,000) (16,000) Net payments on revolving credit facility $ (11,000) $ (16,000) |
Supplemental Guarantor Conden50
Supplemental Guarantor Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Guarantor Condensed Consolidating Financial Statements | |
Schedule of condensed consolidating balance sheets (in thousands) | Condensed Consolidating Balance Sheet June 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 6,079 $ 1,403 $ — $ 7,482 Accounts receivable, net 423,206 6 13 423,225 Accounts receivable - affiliates 4,039 31 (13) 4,057 Inventories 338,320 — — 338,320 Brokerage margin deposits 6,871 — — 6,871 Derivative assets 12,805 — — 12,805 Prepaid expenses and other current assets 84,974 143 — 85,117 Total current assets 876,294 1,583 — 877,877 Property and equipment, net 1,000,754 5,175 — 1,005,929 Intangible assets, net 51,459 — — 51,459 Goodwill 310,855 — — 310,855 Other assets 32,837 — — 32,837 Total assets $ 2,272,199 $ 6,758 $ — $ 2,278,957 Liabilities and partners' equity Current liabilities: Accounts payable $ 256,729 $ 39 $ — $ 256,768 Working capital revolving credit facility - current portion 198,000 — — 198,000 Environmental liabilities - current portion 5,004 — — 5,004 Trustee taxes payable 43,699 — — 43,699 Accrued expenses and other current liabilities 89,664 125 — 89,789 Derivative liabilities 14,764 — — 14,764 Total current liabilities 607,860 164 — 608,024 Working capital revolving credit facility - less current portion 100,000 — — 100,000 Revolving credit facility 185,000 — — 185,000 Senior notes 663,116 — — 663,116 Environmental liabilities - less current portion 50,333 — — 50,333 Financing obligations 150,223 — — 150,223 Deferred tax liabilities 38,607 — — 38,607 Other long-term liabilities 53,672 — — 53,672 Total liabilities 1,848,811 164 — 1,848,975 Partners' equity Global Partners LP equity 423,388 3,987 — 427,375 Noncontrolling interest — 2,607 — 2,607 Total partners' equity 423,388 6,594 — 429,982 Total liabilities and partners' equity $ 2,272,199 $ 6,758 $ — $ 2,278,957 Condensed Consolidating Balance Sheet December 31, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 13,035 $ 1,823 $ — $ 14,858 Accounts receivable, net 416,974 218 71 417,263 Accounts receivable - affiliates 3,773 71 (71) 3,773 Inventories 350,743 — — 350,743 Brokerage margin deposits 9,681 — — 9,681 Derivative assets 3,840 — — 3,840 Prepaid expenses and other current assets 77,889 88 — 77,977 Total current assets 875,935 2,200 — 878,135 Property and equipment, net 1,029,864 6,803 — 1,036,667 Intangible assets, net 56,545 — — 56,545 Goodwill 312,401 — — 312,401 Other assets 36,421 — — 36,421 Total assets $ 2,311,166 $ 9,003 $ — $ 2,320,169 Liabilities and partners' equity Current liabilities: Accounts payable $ 313,265 $ 147 $ — $ 313,412 Accounts payable - affiliates (148) 148 — — Working capital revolving credit facility - current portion 126,700 — — 126,700 Environmental liabilities - current portion 5,009 — — 5,009 Trustee taxes payable 110,321 — — 110,321 Accrued expenses and other current liabilities 99,288 219 — 99,507 Derivative liabilities 13,708 — — 13,708 Total current liabilities 668,143 514 — 668,657 Working capital revolving credit facility - less current portion 100,000 — — 100,000 Revolving credit facility 196,000 — — 196,000 Senior notes 661,774 — — 661,774 Environmental liabilities - less current portion 52,968 — — 52,968 Financing obligations 150,334 — — 150,334 Deferred tax liabilities 40,105 — — 40,105 Other long-term liabilities 56,013 — — 56,013 Total liabilities 1,925,337 514 — 1,925,851 Partners' equity Global Partners LP equity 385,829 5,124 — 390,953 Noncontrolling interest — 3,365 — 3,365 Total partners' equity 385,829 8,489 — 394,318 Total liabilities and partners' equity $ 2,311,166 $ 9,003 $ — $ 2,320,169 |
Schedule of condensed consolidating statements of income (in thousands) | Condensed Consolidating Statement of Operations Three Months Ended June 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 3,126,449 $ 215 $ (89) $ 3,126,575 Cost of sales 2,976,691 712 (89) 2,977,314 Gross profit 149,758 (497) — 149,261 Costs and operating expenses: Selling, general and administrative expenses 39,854 100 — 39,954 Operating expenses 75,837 381 — 76,218 Amortization expense 2,437 — — 2,437 Net loss on sale and disposition of assets 3,033 — — 3,033 Total costs and operating expenses 121,161 481 — 121,642 Operating income (loss) 28,597 (978) — 27,619 Interest expense (21,613) — — (21,613) Income (loss) before income tax benefit 6,984 (978) — 6,006 Income tax benefit 16 — — 16 Net income (loss) 7,000 (978) — 6,022 Net loss attributable to noncontrolling interest — 391 — 391 Net income (loss) attributable to Global Partners LP 7,000 (587) — 6,413 Less: General partners' interest in net income, including incentive distribution rights 110 — — 110 Limited partners' interest in net income (loss) $ 6,890 $ (587) $ — $ 6,303 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 Six Months Ended June 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 5,928,948 $ 693 $ (175) $ 5,929,466 Cost of sales 5,634,066 1,634 175 5,635,875 Gross profit 294,882 (941) (350) 293,591 Costs and operating expenses: Selling, general and administrative expenses 79,129 191 — 79,320 Operating expenses 149,504 763 — 150,267 Gain on trustee taxes (52,627) — — (52,627) Amortization expense 4,905 — — 4,905 Net loss on sale and disposition of assets 4,900 — — 4,900 Total costs and operating expenses 185,811 954 — 186,765 Operating income (loss) 109,071 (1,895) (350) 106,826 Interest expense (43,058) — — (43,058) Income before income tax benefit 66,013 (1,895) (350) 63,768 Income tax benefit 929 — — 929 Net income (loss) 66,942 (1,895) (350) 64,697 Net loss attributable to noncontrolling interest — 758 — 758 Net income (loss) attributable to Global Partners LP 66,942 (1,137) (350) 65,455 Less: General partners' interest in net income, including incentive distribution rights 506 — — 506 Limited partners' interest in net income (loss) $ 66,436 $ (1,137) $ (350) $ 64,949 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) 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 |
Schedule of condensed consolidating statements of cash flows (in thousands) | Condensed Consolidating Statement Cash Flows Six Months Ended June 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash used in operating activities $ (15,806) $ (420) $ (16,226) Cash flows from investing activities Capital expenditures (27,168) — (27,168) Proceeds from sale of property and equipment 7,241 — 7,241 Net cash used in investing activities (19,927) — (19,927) Cash flows from financing activities Net borrowings from working capital revolving credit facility 71,300 — 71,300 Net payments on revolving credit facility (11,000) — (11,000) Distributions to partners (31,523) — (31,523) Net cash provided by financing activities 28,777 — 28,777 Cash and cash equivalents Decrease in cash and cash equivalents (6,956) (420) (7,376) Cash and cash equivalents at beginning of period 13,035 1,823 14,858 Cash and cash equivalents at end of period $ 6,079 $ 1,403 $ 7,482 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 |
Organization and Basis of Pre51
Organization and Basis of Presentation (Details) | 6 Months Ended | |
Jun. 30, 2018itemshares | Dec. 31, 2017shares | |
Organization | ||
Number of owned, leased and/or supplied gasoline stations | item | 1,445 | |
Number of convenience stores | item | 256 | |
General partner interest (as a percent) | 0.67% | |
Number of common units held | shares | 33,652,198 | 33,645,092 |
Affiliates of general partner | ||
Organization | ||
Number of common units held | shares | 7,377,738 | |
Limited partner ownership interest (as a percent) | 21.70% |
Organization and Basis of Pre52
Organization and Basis of Presentation - Trustee taxes, reclassifications, nci (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2018 | Feb. 01, 2013 | |
Trustee taxes | |||
Gain on trustee taxes | $ 52,627 | $ 52,627 | |
Basin Transload LLC | |||
Business combination | |||
Percentage of outstanding membership interests acquired | 60.00% |
Organization and Basis of Pre53
Organization and Basis of Presentation - Risk, Impairment, etc.(Details) - customer | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Sales Revenue | Product | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 100.00% | 100.00% | 100.00% | 100.00% |
Sales Revenue | Product | Gasoline and gasoline blendstocks | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 78.00% | 67.00% | 71.00% | 62.00% |
Sales Revenue | Product | Crude Oil | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 1.00% | 7.00% | 1.00% | 6.00% |
Sales Revenue | Product | Distillates, residual oil and propane sales | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 18.00% | 22.00% | 25.00% | 28.00% |
Sales Revenue | Product | Station operations (convenience stores, rental and sundries) | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 3.00% | 4.00% | 3.00% | 4.00% |
Sales Revenue | Customer | ||||
Concentration of Risk | ||||
Number of significant customers | 0 | 0 | 0 | 0 |
Product Margin [Member] | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 100.00% | 100.00% | 100.00% | 100.00% |
Product Margin [Member] | Wholesale Segment | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 23.00% | 20.00% | 26.00% | 26.00% |
Product Margin [Member] | Gasoline Distribution and Station Operations Segment | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 74.00% | 77.00% | 71.00% | 71.00% |
Product Margin [Member] | Commercial Segment | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 3.00% | 3.00% | 3.00% | 3.00% |
Adoption of ASC 606, Revenue 54
Adoption of ASC 606, Revenue from Contract Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | $ 1,654,026 | $ 3,253,714 | |||
Revenue originating as physical forward contracts and exchanges | 1,453,978 | 2,639,276 | |||
Revenue from leases | 18,571 | 36,476 | |||
Total other sales | 1,472,549 | 2,675,752 | |||
Total sales | 3,126,575 | $ 2,089,530 | 5,929,466 | $ 4,360,314 | |
Contract with Customer, Asset and Liability [Abstract] | |||||
Contract with Customer, Liability | 0 | 0 | $ 0 | ||
Refined Petroleum Products, Renewable Fuels, Crude Oil And Propane [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 1,571,224 | 3,100,707 | |||
Station operations (convenience stores, rental and sundries) | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 82,802 | $ 153,007 | |||
Minimum | |||||
Contract with Customer, Asset and Liability [Abstract] | |||||
Payment terms | 2 days | ||||
Maximum | |||||
Contract with Customer, Asset and Liability [Abstract] | |||||
Payment terms | 30 days | ||||
Wholesale Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 293,100 | $ 760,110 | |||
Revenue originating as physical forward contracts and exchanges | 1,324,362 | 2,410,679 | |||
Revenue from leases | 1,004 | 1,509 | |||
Total other sales | 1,325,366 | 2,412,188 | |||
Total sales | 1,618,466 | 944,669 | 3,172,298 | 2,170,468 | |
Wholesale Segment | Refined Petroleum Products, Renewable Fuels, Crude Oil And Propane [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 293,100 | 760,110 | |||
Gasoline Distribution and Station Operations Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 1,168,880 | 2,131,384 | |||
Revenue from leases | 17,567 | 34,967 | |||
Total other sales | 17,567 | 34,967 | |||
Total sales | 1,186,447 | 947,604 | 2,166,351 | 1,790,836 | |
Gasoline Distribution and Station Operations Segment | Refined Petroleum Products, Renewable Fuels, Crude Oil And Propane [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 1,086,078 | 1,978,377 | |||
Gasoline Distribution and Station Operations Segment | Station operations (convenience stores, rental and sundries) | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 82,802 | 153,007 | |||
Total sales | 100,369 | 87,857 | 187,974 | 163,453 | |
Commercial Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 192,046 | 362,220 | |||
Revenue originating as physical forward contracts and exchanges | 129,616 | 228,597 | |||
Total other sales | 129,616 | 228,597 | |||
Total sales | 321,662 | $ 197,257 | 590,817 | $ 399,010 | |
Commercial Segment | Refined Petroleum Products, Renewable Fuels, Crude Oil And Propane [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | $ 192,046 | $ 362,220 |
Net Income Per Limited Partne55
Net Income Per Limited Partner Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 27, 2018 | Apr. 27, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Net Income Per Limited Partner Unit | |||||||
Repurchased units not deemed outstanding | 343,365 | 343,365 | 350,471 | ||||
Net income attributable to Global Partners LP | $ 6,413 | $ 2,374 | $ 65,455 | $ 25,320 | |||
Declared distribution | 16,325 | 15,829 | 32,154 | 31,658 | |||
Assumed allocation of undistributed net income | (9,912) | (13,455) | 33,301 | (6,338) | |||
Assumed allocation of net income | $ 6,413 | $ 2,374 | $ 65,455 | $ 25,320 | |||
Denominator: | |||||||
Basic weighted average limited partner units outstanding | 33,652,000 | 33,554,000 | 33,652,000 | 33,554,000 | |||
Diluted weighted average limited partner units outstanding | 33,863,000 | 33,652,000 | 33,831,000 | 33,619,000 | |||
Basic net income per limited partner unit | $ 0.19 | $ 0.07 | $ 1.93 | $ 0.75 | |||
Diluted net income per limited partner unit | $ 0.19 | $ 0.07 | $ 1.92 | $ 0.75 | |||
Quarterly cash distribution declared (in dollars per unit) | $ 0.4625 | ||||||
Subsequent event | |||||||
Denominator: | |||||||
Quarterly cash distribution declared (in dollars per unit) | $ 0.4750 | ||||||
Common units | |||||||
Net Income Per Limited Partner Unit | |||||||
Net income attributable to Global Partners LP | $ 6,303 | $ 2,358 | $ 64,949 | $ 25,150 | |||
Declared distribution | 16,149 | 15,723 | 31,872 | 31,446 | |||
Assumed allocation of undistributed net income | (9,846) | (13,365) | 33,077 | (6,296) | |||
Assumed allocation of net income | $ 6,303 | $ 2,358 | $ 64,949 | $ 25,150 | |||
Denominator: | |||||||
Basic weighted average limited partner units outstanding | 33,652,000 | 33,554,000 | 33,652,000 | 33,554,000 | |||
Dilutive effect of phantom units | 211,000 | 98,000 | 179,000 | 65,000 | |||
Diluted weighted average limited partner units outstanding | 33,863,000 | 33,652,000 | 33,831,000 | 33,619,000 | |||
Basic net income per limited partner unit | $ 0.19 | $ 0.07 | $ 1.93 | $ 0.75 | |||
Diluted net income per limited partner unit | $ 0.19 | $ 0.07 | $ 1.92 | $ 0.75 | |||
General Partner, Global GP LLC | |||||||
Net Income Per Limited Partner Unit | |||||||
Net income attributable to Global Partners LP | $ 110 | $ 16 | $ 506 | $ 170 | |||
Declared distribution | 109 | 106 | 215 | 212 | |||
Assumed allocation of undistributed net income | (66) | (90) | 224 | (42) | |||
Assumed allocation of net income | 43 | $ 16 | 439 | $ 170 | |||
IDRs | |||||||
Net Income Per Limited Partner Unit | |||||||
Declared distribution | 67 | 67 | |||||
Assumed allocation of net income | $ 67 | $ 67 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventories | ||
Inventories | $ 338,320 | $ 350,743 |
Positive exchange balances on inventory exchange agreements accounted for as accounts receivable | 7,000 | 9,500 |
Negative exchange balances on inventory exchange agreements accounted for as accounts payable | 25,600 | 8,400 |
Distillates, residual oil and propane sales | ||
Inventories | ||
Inventories | 126,860 | 183,059 |
Gasoline | ||
Inventories | ||
Inventories | 126,220 | 81,504 |
Gasoline blendstocks | ||
Inventories | ||
Inventories | 37,257 | 26,789 |
Crude Oil | ||
Inventories | ||
Inventories | 11,984 | 10,809 |
Residual oil | ||
Inventories | ||
Inventories | 16,338 | 28,442 |
Propane and other | ||
Inventories | ||
Inventories | 418 | 1,659 |
Renewable identification numbers (RINs) | ||
Inventories | ||
Inventories | 545 | 380 |
Convenience store inventory | ||
Inventories | ||
Inventories | $ 18,698 | $ 18,101 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Roll forward of the Partnership's goodwill | |
Goodwill, Beginning Balance | $ 312,401 |
Decrease in environmental liabilities | (139) |
Disposals | (1,407) |
Goodwill, Ending Balance | 310,855 |
Gasoline Distribution and Station Operations Segment | |
Roll forward of the Partnership's goodwill | |
Goodwill, Beginning Balance | 312,401 |
Decrease in environmental liabilities | (139) |
Disposals | (1,407) |
Goodwill, Ending Balance | $ 310,855 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property and Equipment | ||
Total property and equipment | $ 1,557,614 | $ 1,551,020 |
Less accumulated depreciation | 551,685 | 514,353 |
Total | 1,005,929 | 1,036,667 |
Assets held for sale | 9,800 | 12,400 |
West Coast Of USA [Member] | ||
Property and Equipment | ||
Long-lived assets subject to impairment | 54,100 | |
Buildings and improvements | ||
Property and Equipment | ||
Total property and equipment | 1,020,335 | 1,015,386 |
Land | ||
Property and Equipment | ||
Total property and equipment | 404,415 | 409,146 |
Fixtures and equipment | ||
Property and Equipment | ||
Total property and equipment | 43,175 | 42,959 |
Idle Plant Assets [Member] | ||
Property and Equipment | ||
Total property and equipment | 30,500 | 30,500 |
Idle Plant Assets [Member] | West Coast Of USA [Member] | ||
Property and Equipment | ||
Long-lived assets subject to impairment | 30,500 | |
Construction in process | ||
Property and Equipment | ||
Total property and equipment | 28,563 | 22,403 |
Capitalized internal use software | ||
Property and Equipment | ||
Total property and equipment | $ 30,626 | $ 30,626 |
Sale and Disposition of Asset59
Sale and Disposition of Assets (Details) $ in Thousands | Feb. 01, 2017USD ($) | Jun. 30, 2018USD ($)location | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)location | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)location |
Sale and Disposition of Assets | ||||||
Other | $ 32 | $ 609 | $ 397 | $ 626 | ||
Net loss (gain) on sale and disposition of assets | 3,033 | 2,381 | 4,900 | (9,481) | ||
Goodwill derecognized | 1,407 | |||||
Assets held for sale | 9,800 | 9,800 | $ 12,400 | |||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||||
Sale and Disposition of Assets | ||||||
Loss on assets held-for-sale | 2,008 | 1,388 | 3,534 | 3,439 | ||
Sale of Natural Gas Brokerage And Electricity Businesses [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||
Sale and Disposition of Assets | ||||||
(Gain) loss on sale and divestitures | (14,172) | |||||
Proceeds before adjustments | $ 17,300 | |||||
Proceeds from sale of business | $ 16,300 | |||||
Periodic Divestiture Of Gasoline Stations (Member) | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||
Sale and Disposition of Assets | ||||||
(Gain) loss on sale and divestitures | (223) | 357 | (223) | 176 | ||
Periodic Divestiture Of Gasoline Stations (Member) | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||||
Sale and Disposition of Assets | ||||||
Loss on assets held-for-sale | $ 1,200 | 200 | $ 2,000 | 400 | ||
Number of sites classified as held for sale | location | 6 | 6 | 8 | |||
Strategic Asset Divestiture Program (Member) | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||
Sale and Disposition of Assets | ||||||
Loss on strategic asset sale | $ (1,216) | (27) | $ (1,192) | $ (450) | ||
Loss on asset divestitures, income statement location | us-gaap:GainLossOnDispositionOfAssets1 | us-gaap:GainLossOnDispositionOfAssets1 | ||||
Number of locations divested | location | 6 | 8 | ||||
Goodwill derecognized | $ 1,300 | 900 | $ 1,400 | $ 2,900 | ||
Real Estate Firm Coordinated Sale [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||||
Sale and Disposition of Assets | ||||||
Loss on assets held-for-sale | $ 800 | $ 1,200 | $ 1,500 | $ 3,100 | ||
Number of sites classified as held for sale | location | 14 | 14 | 18 |
Debt and Financing Obligations
Debt and Financing Obligations (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017 | Jun. 30, 2018USD ($)item | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Debt and Financing Obligations | |||||
Current portion | $ 198,000 | $ 198,000 | $ 126,700 | ||
Outstanding letters of credit | 65,700 | 65,700 | |||
Total remaining availability for borrowings and letters of credit | 810,300 | ||||
Credit Agreement | |||||
Debt and Financing Obligations | |||||
Total available commitments | $ 1,300,000 | $ 1,300,000 | |||
Number of line of credit facilities | item | 2 | ||||
Average interest rates (as a percent) | 4.10% | 3.60% | 4.00% | 3.50% | |
Total borrowings outstanding | $ 483,000 | $ 483,000 | |||
Total remaining availability for borrowings and letters of credit | 751,300 | 751,300 | |||
Working Capital Facility [Member] | |||||
Debt and Financing Obligations | |||||
Total available commitments | 850,000 | 850,000 | |||
Current portion | 198,000 | 198,000 | 126,700 | ||
Long-term portion | 100,000 | 100,000 | $ 100,000 | ||
Increase in credit facility | 71,300 | $ (175,500) | |||
Revolving Credit Facility [Member] | |||||
Debt and Financing Obligations | |||||
Total available commitments | 450,000 | 450,000 | |||
Increase in credit facility | (11,000) | $ (16,000) | |||
Total borrowings outstanding | $ 185,000 | $ 185,000 | |||
Senior Notes 6.25 Percent Due 2022 | |||||
Debt and Financing Obligations | |||||
Stated interest rate (as a percent) | 6.25% | 6.25% | 6.25% | ||
Senior Notes 7.00 Percent Due 2023 [Member] | |||||
Debt and Financing Obligations | |||||
Stated interest rate (as a percent) | 7.00% | 7.00% | 7.00% |
Debt and Financing Obligation61
Debt and Financing Obligations - Financing Obligations (Details) $ in Thousands | Jun. 29, 2016USD ($)location | Jun. 01, 2015USD ($)item | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Financing Obligations | |||||||
Net loss (gain) on sale and disposition of assets | $ 3,033 | $ 2,381 | $ 4,900 | $ (9,481) | |||
Financing obligations | 150,223 | 150,223 | $ 150,334 | ||||
Unamortized fees | 13,200 | 13,200 | 15,900 | ||||
Write-off of a portion of the original issue discount and deferred financing fees | 573 | ||||||
Amortization expenses | 1,400 | 1,400 | 2,686 | 2,955 | |||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations [Member] | Sale Leaseback Sites [Member] | |||||||
Financing Obligations | |||||||
Financing obligations | $ 62,500 | 62,500 | 62,500 | ||||
Number of sites under financing obligation | location | 30 | ||||||
Interest expense for sale-leaseback properties | 1,100 | 1,100 | 2,200 | 2,200 | |||
Sale leaseback, gross proceeds | $ 63,500 | ||||||
Sale leaseback financing fees | $ 1,000 | ||||||
Unamortized fees | 900 | 900 | 900 | ||||
Capitol Petroleum Group | |||||||
Financing Obligations | |||||||
Financing obligations | $ 89,600 | 87,700 | 87,700 | ||||
Number of sale-leaseback transactions | item | 2 | ||||||
Number of sites under financing obligation | item | 53 | ||||||
Interest expense for sale-leaseback properties | 2,300 | 2,400 | 4,700 | 4,800 | |||
Lease rental payments | 2,400 | $ 2,400 | 4,800 | $ 4,800 | |||
Credit Agreement | |||||||
Financing Obligations | |||||||
Unamortized fees | 7,500 | 7,500 | 9,600 | ||||
Total available commitments | 1,300,000 | 1,300,000 | |||||
Working Capital Facility [Member] | |||||||
Financing Obligations | |||||||
Total available commitments | 850,000 | 850,000 | |||||
Revolving Credit Facility [Member] | |||||||
Financing Obligations | |||||||
Total available commitments | 450,000 | 450,000 | |||||
All Senior Notes [Member] | |||||||
Financing Obligations | |||||||
Unamortized fees | $ 4,800 | $ 4,800 | $ 5,400 |
Derivative Financial Instrume62
Derivative Financial Instruments (Details) $ in Millions | Jun. 30, 2018USD ($)item |
Exchange-Traded Derivatives | Long [Member] | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 42,856 |
Exchange-Traded Derivatives | Short [Member] | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 44,344 |
OTC Derivatives (Petroleum/Ethanol) | Long [Member] | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 15,046 |
OTC Derivatives (Petroleum/Ethanol) | Short [Member] | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 9,650 |
Interest Rate Swaps | |
Volume of activity related to derivative financial instruments | |
Monetary units | $ | $ 100 |
Derivative Financial Instrume63
Derivative Financial Instruments - FV Hedges (Details) - Fair Value Hedge - Cost of sales - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Futures contracts | ||||
Fair values of derivative financial instruments | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ (12,460) | $ 20,224 | $ (9,731) | $ 40,920 |
Inventories | ||||
Fair values of derivative financial instruments | ||||
Amount of Gain (Loss) Recognized in Income on Hedged Items | $ 12,570 | $ (20,937) | $ 11,374 | $ (41,782) |
Derivative Financial Instrume64
Derivative Financial Instruments - CF Hedges (Details) - Cash Flow Hedges $ in Millions | Jun. 30, 2018USD ($)DerivativeInstrument |
Fair values of derivative financial instruments | |
Hedged borrowings | $ | $ 100 |
Interest Rate Swaps | |
Fair values of derivative financial instruments | |
Number of agreements in place | DerivativeInstrument | 1 |
Derivative Financial Instrume65
Derivative Financial Instruments - CF Hedges Gain, Loss (Details) - Cash Flow Hedges - Derivatives designated as hedging instruments - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Gains and losses from derivatives | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | $ 0.2 | $ 0.2 | $ 0.6 | |
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness | $ 0 | $ 0 | $ 0 | $ 0 |
Derivative Financial Instrume66
Derivative Financial Instruments - Not Designated (Details) - Derivatives not designated as hedging instruments - Commodity product bbl in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)bbl | Jun. 30, 2017USD ($) | |
Derivative Financial Instruments | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ | $ 1,741 | $ 1,188 | $ 3,573 | $ 2,742 |
Maximum | ||||
Derivative Financial Instruments | ||||
Aggregate units of products in a controlled trading program | bbl | 250 |
Derivative Financial Instrume67
Derivative Financial Instruments - Fair Value (Details) $ in Thousands | Jun. 30, 2018USD ($)item | Dec. 31, 2017USD ($) |
Fair values of derivative financial instruments | ||
Asset Derivatives | $ 31,254 | $ 36,323 |
Liability Derivatives | $ (64,286) | (84,925) |
Credit Risk | ||
Number of clearing brokers, primarily utilized | item | 3 | |
Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | $ 18,359 | 32,483 |
Liability Derivatives | (49,522) | (71,083) |
Forward Derivative Contracts | Derivative assets | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 12,805 | 3,840 |
Forward Derivative Contracts | Derivative liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | (14,764) | (13,708) |
Interest Rate Swaps | Prepaid Expenses and Other Current Assets [Member] | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 90 | |
Interest Rate Swaps | Other long-term liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | (134) | |
Derivatives designated as hedging instruments | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | (7,162) | (7,214) |
Derivatives designated as hedging instruments | Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | (7,162) | (7,214) |
Derivatives not designated as hedging instruments | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 31,254 | 36,323 |
Liability Derivatives | (57,124) | (77,711) |
Derivatives not designated as hedging instruments | Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 18,359 | 32,483 |
Liability Derivatives | (42,360) | (63,869) |
Derivatives not designated as hedging instruments | Forward Derivative Contracts | Derivative assets | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 12,805 | 3,840 |
Derivatives not designated as hedging instruments | Forward Derivative Contracts | Derivative liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | (14,764) | (13,708) |
Derivatives not designated as hedging instruments | Interest Rate Swaps | Prepaid Expenses and Other Current Assets [Member] | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | $ 90 | |
Derivatives not designated as hedging instruments | Interest Rate Swaps | Other long-term liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | $ (134) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018USD ($)$ / bbl | Dec. 31, 2017USD ($)$ / bbl | |
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 | $ 375,000 |
Fair value of debt instrument | $ 361,875 | $ 383,906 |
Senior Notes 7.00 Percent Due 2023 [Member] | ||
Liabilities: | ||
Stated interest rate (as a percent) | 7.00% | 7.00% |
Face value of debt instrument | $ 300,000 | $ 300,000 |
Fair value of debt instrument | 297,750 | 308,250 |
Level 3 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Fair Value, beginning of period | (404) | |
Purchases | (66) | |
Sales | 374 | |
Recognized gains (losses) recorded in cost of sales | (388) | |
Unrecognized gains (losses) recorded in cost of sales | (27) | |
Fair Value, end of period | $ 319 | $ (404) |
Minimum | Level 3 | Crude Oil | ||
Liabilities: | ||
Estimated margin (in dollars per barrel) | $ / bbl | (3.75) | (8.50) |
Minimum | Level 3 | Propane and other | ||
Liabilities: | ||
Estimated margin (in dollars per barrel) | $ / bbl | (7.56) | (3.36) |
Maximum | Level 3 | Crude Oil | ||
Liabilities: | ||
Estimated margin (in dollars per barrel) | $ / bbl | 1.12 | (1) |
Maximum | Level 3 | Propane and other | ||
Liabilities: | ||
Estimated margin (in dollars per barrel) | $ / bbl | 6.72 | 8.40 |
Recurring basis | ||
Assets: | ||
Cash collateral netting | $ 38,034 | $ 48,281 |
Recurring basis | Exchange-Traded Derivatives | ||
Assets: | ||
Cash collateral netting | 38,034 | 48,281 |
Recurring basis | Total estimated fair value | ||
Assets: | ||
Pension plans | 17,589 | 17,580 |
Total assets | 37,355 | 31,101 |
Liabilities: | ||
Total liabilities | (13,842) | |
Recurring basis | Total estimated fair value | Forward Derivative Contracts | ||
Assets: | ||
Derivative assets | 12,805 | 3,840 |
Liabilities: | ||
Derivative liabilities | (14,764) | (13,708) |
Recurring basis | Total estimated fair value | Interest Rate Swaps | ||
Assets: | ||
Derivative assets | 90 | |
Liabilities: | ||
Derivative liabilities | (134) | |
Recurring basis | Total estimated fair value | Exchange-Traded Derivatives | ||
Assets: | ||
Exchange-traded/cleared derivative instruments | 6,871 | 9,681 |
Recurring basis | Total estimated fair value | Level 1 | ||
Assets: | ||
Pension plans | 17,589 | 17,580 |
Total pre-netting liabilities | (13,574) | (21,020) |
Recurring basis | Total estimated fair value | Level 1 | Exchange-Traded Derivatives | ||
Assets: | ||
Exchange-traded/cleared derivative instruments | (31,163) | (38,600) |
Recurring basis | Total estimated fair value | Level 2 | ||
Assets: | ||
Total assets | 11,944 | 3,207 |
Liabilities: | ||
Total liabilities | (12,805) | |
Recurring basis | Total estimated fair value | Level 2 | Forward Derivative Contracts | ||
Assets: | ||
Derivative assets | 11,854 | 3,207 |
Liabilities: | ||
Derivative liabilities | (14,132) | (12,671) |
Recurring basis | Total estimated fair value | Level 2 | Interest Rate Swaps | ||
Assets: | ||
Derivative assets | 90 | |
Liabilities: | ||
Derivative liabilities | (134) | |
Recurring basis | Total estimated fair value | Level 3 | ||
Assets: | ||
Total assets | 951 | 633 |
Liabilities: | ||
Total liabilities | (1,037) | |
Recurring basis | Total estimated fair value | Level 3 | Forward Derivative Contracts | ||
Assets: | ||
Derivative assets | 951 | 633 |
Liabilities: | ||
Derivative liabilities | $ (632) | $ (1,037) |
Environmental Liabilities, ARO
Environmental Liabilities, ARO and RIN (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Changes in environmental liabilities during the period | |||
Balance at the beginning of the period | $ 57,977 | ||
Payments | (1,390) | ||
Dispositions | (450) | ||
Other adjustments | (800) | ||
Balance at the end of the period | 55,337 | ||
Environmental liabilities | |||
Current portion | $ 5,004 | $ 5,009 | |
Long-term portion | 50,333 | 52,968 | |
Total environmental liabilities | 57,977 | 55,337 | 57,977 |
Renewable Identification Numbers (RINs) | |||
Losses from firm non-cancellable RIN forward purchase and sales commitments | $ 500 | ||
Minimum | |||
Renewable Identification Numbers (RINs) | |||
Settlement period of RVO | 1 year | ||
Retail Gasoline Stations | |||
Changes in environmental liabilities during the period | |||
Balance at the beginning of the period | $ 53,569 | ||
Payments | (1,305) | ||
Dispositions | (450) | ||
Other adjustments | (800) | ||
Balance at the end of the period | 51,014 | ||
Environmental liabilities | |||
Total environmental liabilities | 53,569 | 51,014 | 53,569 |
Terminals | |||
Changes in environmental liabilities during the period | |||
Balance at the beginning of the period | 4,408 | ||
Payments | (85) | ||
Balance at the end of the period | 4,323 | ||
Environmental liabilities | |||
Total environmental liabilities | $ 4,408 | $ 4,323 | $ 4,408 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Information on related party transaction | |||||
Receivables from related parties | $ 4,057 | $ 4,057 | $ 3,773 | ||
GPC | |||||
Information on related party transaction | |||||
Expenses incurred from transactions with related parties | $ 53,900 | $ 49,300 | |||
Notice period to terminate the receipt of services under the agreement | 90 days | ||||
Receivables from related parties | 266 | $ 266 | 7 | ||
General Partner, Global GP LLC | |||||
Information on related party transaction | |||||
Expenses incurred from transactions with related parties | 27,300 | $ 24,700 | |||
Receivables from related parties | $ 3,791 | $ 3,791 | $ 3,766 | ||
Slifka Family [Member] | GPC | |||||
Related Party Transactions | |||||
Ownership interest | 100.00% | 100.00% |
Long-Term Incentive Plan (Detai
Long-Term Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 104 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Long-Term Incentive Plan | |||||
Number of common units initially authorized for issuance under LTIP (in shares) | 4,300,000 | 4,300,000 | |||
Weighted Average Grant Date Fair Value | |||||
Compensation expenses | $ 1,000 | $ 900 | $ 2,300 | $ 2,000 | |
Reversal of stock based compensation | 1,400 | ||||
Unrecognized compensation cost related to the non-vested awards | $ 11,100 | $ 11,100 | |||
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) | 838,505 | ||||
Common units repurchased by General Partner | $ 0 | $ 0 | $ 24,800 | ||
Performance costs paid | $ 400 | $ 800 | $ 400 | $ 800 | |
Phantom Unit Awards [Member] | |||||
Number of Non-vested Units | |||||
Outstanding non-vested units at the beginning of the period (in shares) | 949,217 | ||||
Vested (in shares) | (7,106) | ||||
Forfeited (in shares) | (25,769) | ||||
Outstanding non-vested units at the end of the period (in shares) | 916,342 | 916,342 | 949,217 | ||
Weighted Average Grant Date Fair Value | |||||
Outstanding non-vested units at the beginning of the period (in dollars per share) | $ 25.48 | ||||
Vested (in dollars per share) | 37.53 | ||||
Forfeited (in dollars per share) | 22.32 | ||||
Outstanding non-vested units at the end of the period (in dollars per share) | $ 25.48 | $ 25.48 | $ 25.48 |
Partners' Equity and Cash Dis72
Partners' Equity and Cash Distributions (Details) $ / shares in Units, $ in Thousands | Jul. 27, 2018$ / shares | May 15, 2018USD ($)$ / shares | Apr. 27, 2018$ / shares | Feb. 14, 2018USD ($)$ / shares | Jun. 30, 2018item$ / sharesshares | Dec. 31, 2017shares |
Partners' Equity, Allocations and Cash Distributions | ||||||
Number of common units held | shares | 33,652,198 | 33,645,092 | ||||
General partner interest (as a percent) | 0.67% | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
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 | |||||
Subsequent event | ||||||
Distribution declared | ||||||
Quarterly cash distribution declared (in dollars per unit) | $ 0.4750 | |||||
Subsequent event | Annualized basis | ||||||
Distribution declared | ||||||
Quarterly cash distribution declared (in dollars per unit) | $ 1.90 | |||||
Common units | ||||||
Partners' Equity, Allocations and Cash Distributions | ||||||
Limited partner ownership interest (as a percent) | 99.33% | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Units, ending balance | shares | 33,995,563 | |||||
Cash Distribution Payment | ||||||
Cash distribution | $ | 15,723 | 15,723 | ||||
General Partner, Global GP LLC | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Units, ending balance | shares | 230,303 | |||||
Cash Distribution Payment | ||||||
Cash distribution | $ | $ 106 | $ 106 | ||||
First Target Distribution | Maximum | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.4625 | |||||
First Target Distribution | Common units | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Marginal Percentage Interest in Distributions | 99.33% | |||||
First Target Distribution | General Partner, Global GP LLC | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Marginal Percentage Interest in Distributions | 0.67% | |||||
Second Target Distribution | Minimum | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.4625 | |||||
Second Target Distribution | Maximum | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.5375 | |||||
Second Target Distribution | Common units | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Marginal Percentage Interest in Distributions | 86.33% | |||||
Second Target Distribution | General Partner, Global GP LLC | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Marginal Percentage Interest in Distributions | 13.67% | |||||
Third Target Distribution | Minimum | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.5375 | |||||
Third Target Distribution | Maximum | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.6625 | |||||
Third Target Distribution | Common units | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Marginal Percentage Interest in Distributions | 76.33% | |||||
Third Target Distribution | General Partner, Global GP LLC | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Marginal Percentage Interest in Distributions | 23.67% | |||||
Thereafter | Minimum | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.6625 | |||||
Thereafter | Common units | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Marginal Percentage Interest in Distributions | 51.33% | |||||
Thereafter | General Partner, Global GP LLC | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Marginal Percentage Interest in Distributions | 48.67% | |||||
Affiliates of general partner | ||||||
Partners' Equity, Allocations and Cash Distributions | ||||||
Number of common units held | shares | 7,377,738 | |||||
Limited partner ownership interest (as a percent) | 21.70% | |||||
Affiliates of general partner | Common units | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Units, ending balance | shares | 7,377,738 |
Unitholders' Equity (Details)
Unitholders' Equity (Details) - Common units - At The Market Offering Program - USD ($) $ in Millions | 6 Months Ended | 37 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Limited Partners' Capital Account [Line Items] | ||
Number of units sold | 0 | |
Aggregate offering price | $ 50 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands, gal in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)gal | Jun. 30, 2017USD ($)gal | Jun. 30, 2018USD ($)gal | Jun. 30, 2017USD ($)gal | |
Summarized financial information for the Partnership's reportable segments | ||||
Sales | $ 3,126,575 | $ 2,089,530 | $ 5,929,466 | $ 4,360,314 |
Product margin | 169,926 | 157,846 | 335,989 | 320,235 |
Depreciation allocated to cost of sales | (20,665) | (22,484) | (42,398) | (44,846) |
Gross profit | 149,261 | 135,362 | 293,591 | 275,389 |
Wholesale Segment | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 1,618,466 | 944,669 | 3,172,298 | 2,170,468 |
Product margin | 38,483 | 31,197 | 85,630 | 83,347 |
Wholesale Segment | Gasoline and gasoline blendstocks | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 1,247,949 | 461,063 | 2,021,319 | 966,767 |
Product margin | 23,450 | 18,608 | 48,837 | 33,993 |
Wholesale Segment | Crude Oil | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 26,969 | 143,143 | 58,404 | 246,671 |
Product margin | 5,418 | 4,761 | 10,491 | 11,653 |
Wholesale Segment | Distillates, residual oil and propane sales | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 343,548 | 340,463 | 1,092,575 | 957,030 |
Product margin | 9,615 | 7,828 | 26,302 | 37,701 |
Gasoline Distribution and Station Operations Segment | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 1,186,447 | 947,604 | 2,166,351 | 1,790,836 |
Product margin | 125,634 | 122,525 | 239,313 | 228,575 |
Gasoline Distribution and Station Operations Segment | Gasoline | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 1,086,078 | 859,747 | 1,978,377 | 1,627,383 |
Product margin | 76,954 | 79,283 | 147,099 | 146,438 |
Gasoline Distribution and Station Operations Segment | Station operations (convenience stores, rental and sundries) | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 100,369 | 87,857 | 187,974 | 163,453 |
Product margin | 48,680 | 43,242 | 92,214 | 82,137 |
Commercial Segment | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 321,662 | 197,257 | 590,817 | 399,010 |
Product margin | $ 5,809 | $ 4,124 | $ 11,046 | $ 8,313 |
Intersegment transaction | Gasoline Distribution and Station Operations Segment | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales volume supplied by Wholesale to GDSO (in gallons) | gal | 129 | 124 | 243 | 238 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements | |||||
Combined gross profit | $ 149,261 | $ 135,362 | $ 293,591 | $ 275,389 | |
Operating costs and expenses | |||||
Selling, general and administrative expenses | 39,954 | 34,679 | 79,320 | 71,466 | |
Operating expenses | 76,218 | 71,169 | 150,267 | 138,382 | |
Gain on trustee taxes | $ (52,627) | (52,627) | |||
Amortization expense | 2,437 | 2,260 | 4,905 | 4,521 | |
Net loss (gain) on sale and disposition of assets | 3,033 | 2,381 | 4,900 | (9,481) | |
Total operating costs and expenses | 121,642 | 110,489 | 186,765 | 204,888 | |
Operating income | 27,619 | 24,873 | 106,826 | 70,501 | |
Interest expense | (21,613) | (21,923) | (43,058) | (45,210) | |
Income tax (expense) benefit | 16 | (959) | 929 | (795) | |
Net income | 6,022 | 1,991 | 64,697 | 24,496 | |
Net loss attributable to noncontrolling interest | 391 | 383 | 758 | 824 | |
Net income attributable to Global Partners LP | 6,413 | 2,374 | 65,455 | 25,320 | |
Unallocated | |||||
Operating costs and expenses | |||||
Selling, general and administrative expenses | 39,954 | 34,679 | 79,320 | 71,466 | |
Operating expenses | 76,218 | 71,169 | 150,267 | 138,382 | |
Gain on trustee taxes | (52,627) | ||||
Amortization expense | 2,437 | 2,260 | 4,905 | 4,521 | |
Net loss (gain) on sale and disposition of assets | 3,033 | 2,381 | 4,900 | (9,481) | |
Total operating costs and expenses | $ 121,642 | $ 110,489 | $ 186,765 | $ 204,888 |
Segment Reporting - Assets (Det
Segment Reporting - Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Segment assets | ||
Total | $ 2,278,957 | $ 2,320,169 |
Unallocated | ||
Segment assets | ||
Total | 437,093 | 424,935 |
Wholesale Segment | ||
Segment assets | ||
Total | 579,993 | 613,764 |
Commercial Segment | ||
Segment assets | ||
Total | 100 | |
Gasoline Distribution and Station Operations Segment | ||
Segment assets | ||
Total | $ 1,261,871 | $ 1,281,370 |
Business Combination (Details)
Business Combination (Details) $ in Thousands | Oct. 18, 2017USD ($)location | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)item | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Oct. 18, 2017USD ($) |
Acquisitions | |||||||
Number of owned, leased and/or supplied gasoline stations | item | 1,445 | ||||||
Number of convenience stores | item | 256 | ||||||
Preliminary allocation of the purchase price | |||||||
Goodwill | $ 310,855 | $ 312,401 | $ 310,855 | ||||
Roll forward of the Partnership's goodwill | |||||||
Goodwill, Beginning Balance | 312,401 | ||||||
Decrease in environmental liabilities | (139) | ||||||
Goodwill, Ending Balance | 310,855 | 310,855 | |||||
Amortization expense | 2,437 | $ 2,260 | 4,905 | $ 4,521 | |||
Honey Farms Acquisition [Member] | |||||||
Acquisitions | |||||||
Number of owned, leased and/or supplied gasoline stations | location | 11 | ||||||
Number of convenience stores | location | 22 | ||||||
Purchase price | $ 38,500 | ||||||
Preliminary allocation of the purchase price | |||||||
Inventory | $ 2,999 | ||||||
Property and equipment | 14,087 | ||||||
Intangibles | 1,370 | ||||||
Other non-current assets | 3 | ||||||
Total identifiable assets purchased | 18,459 | ||||||
Environmental liabilities | (1,119) | ||||||
Other non-current liabilities | (352) | ||||||
Total liabilities assumed | (1,471) | ||||||
Net identifiable assets acquired | 16,988 | ||||||
Goodwill | 21,491 | 21,630 | 21,491 | 21,491 | 21,491 | ||
Net assets acquired | $ 38,479 | ||||||
Roll forward of the Partnership's goodwill | |||||||
Goodwill, Beginning Balance | 21,630 | ||||||
Decrease in environmental liabilities | (139) | ||||||
Goodwill, Ending Balance | $ 21,491 | 21,491 | 21,491 | ||||
Amortization expense | $ 200 | $ 400 | |||||
Amount of goodwill deductible for tax purposes | $ 21,500 | ||||||
Honey Farms Acquisition [Member] | Leases, Acquired-in-Place [Member] | |||||||
Roll forward of the Partnership's goodwill | |||||||
Weighted average life | 1 year | ||||||
Amortization period prior to next renewal | 3 years | ||||||
Honey Farms Acquisition [Member] | Favorable leasehold interests | |||||||
Roll forward of the Partnership's goodwill | |||||||
Weighted average life | 3 years | ||||||
Amortization period prior to next renewal | 2 years | ||||||
Honey Farms Acquisition [Member] | Franchise Rights [Member] | |||||||
Roll forward of the Partnership's goodwill | |||||||
Weighted average life | 3 years | ||||||
Amortization period prior to next renewal | 4 years |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2018USD ($)item | Dec. 31, 2017USD ($) | |
Income Taxes | ||
Number of wholly owned subsidiaries which are taxable for federal and state income tax purposes | item | 1 | |
Increase in valuation allowance for state net operating loss carryforwards | $ 0.2 | |
Unrecognized tax benefits | 1 | $ 1 |
Portion of unrecognized tax benefits that would impact the effective tax rate if recognized | $ 1 | $ 1 |
Changes in Accumulated Other 79
Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Changes in Accumulated Other Comprehensive Loss | ||
Balance, beginning of period | $ 394,318 | |
Balance, end of period | $ 429,982 | 429,982 |
Pension Plan | ||
Changes in Accumulated Other Comprehensive Loss | ||
Balance, beginning of period | (5,684) | (5,333) |
Other comprehensive income before reclassifications of gain (loss) | 349 | 14 |
Amount of gain (loss) reclassified from accumulated other comprehensive income | (16) | (32) |
Total other comprehensive (loss) income | 333 | (18) |
Balance, end of period | (5,351) | (5,351) |
Derivatives | ||
Changes in Accumulated Other Comprehensive Loss | ||
Balance, beginning of period | 74 | (135) |
Other comprehensive income before reclassifications of gain (loss) | 14 | 223 |
Total other comprehensive (loss) income | 14 | 223 |
Balance, end of period | 88 | 88 |
Accumulated Other Comprehensive Loss | ||
Changes in Accumulated Other Comprehensive Loss | ||
Balance, beginning of period | (5,610) | (5,468) |
Other comprehensive income before reclassifications of gain (loss) | 363 | 237 |
Amount of gain (loss) reclassified from accumulated other comprehensive income | (16) | (32) |
Total other comprehensive (loss) income | 347 | 205 |
Balance, end of period | $ (5,263) | $ (5,263) |
Supplemental Cash Flow Inform80
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Working Capital Facility [Member] | ||
Borrowing from credit facility | $ 1,076,700 | $ 592,100 |
Payments on credit facility | (1,005,400) | (767,600) |
Net (payments on) borrowings from credit facility | 71,300 | (175,500) |
Revolving Credit Facility [Member] | ||
Payments on credit facility | (11,000) | (16,000) |
Net (payments on) borrowings from credit facility | $ (11,000) | $ (16,000) |
Legal Proceedings (Details)
Legal Proceedings (Details) gal in Millions | 3 Months Ended | |
Jun. 30, 2016gal | Jun. 30, 2018a | |
Alleged Violations of Clean Air Act at Albany Terminal [Member] | ||
Other legal proceedings | ||
Terminal area (in acres) | a | 63 | |
Damages from Product Defects [Member] | ||
Other legal proceedings | ||
Quantity of product affected (in gallons) | gal | 14 |
Subsequent Event (Details)
Subsequent Event (Details) $ / shares in Units, $ in Millions | Aug. 07, 2018USD ($)$ / sharesshares | Jul. 27, 2018$ / shares | Jul. 24, 2018USD ($)location | Jul. 17, 2018USD ($)location | Apr. 27, 2018$ / shares | Jul. 31, 2018USD ($)location | Jun. 30, 2018item |
Partners' Capital Account, Sale of Units [Abstract] | |||||||
Number of owned, leased and/or supplied gasoline stations | item | 1,445 | ||||||
Quarterly cash distribution declared (in dollars per unit) | $ / shares | $ 0.4625 | ||||||
Subsequent event | |||||||
Partners' Capital Account, Sale of Units [Abstract] | |||||||
Annual distribution, initial period (as a percentage) | 9.75% | ||||||
Liquidation preference per unit | $ / shares | $ 25 | ||||||
Quarterly cash distribution declared (in dollars per unit) | $ / shares | $ 0.4750 | ||||||
Subsequent event | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Real Estate Firm Coordinated Sale [Member] | |||||||
Partners' Capital Account, Sale of Units [Abstract] | |||||||
Number of additional sites classified as held for sale | 12 | ||||||
Net book value of additional assets held for sale | $ | $ 7.6 | ||||||
Subsequent event | VERMONT | |||||||
Partners' Capital Account, Sale of Units [Abstract] | |||||||
Number of owned, leased and/or supplied gasoline stations | 1 | ||||||
Subsequent event | Cheshire Oil Company [Member] | |||||||
Partners' Capital Account, Sale of Units [Abstract] | |||||||
Purchase price | $ | $ 32 | ||||||
Number of owned, leased and/or supplied gasoline stations | 10 | ||||||
Subsequent event | Cheshire Oil Company [Member] | NEW HAMPSHIRE | |||||||
Partners' Capital Account, Sale of Units [Abstract] | |||||||
Number of owned, leased and/or supplied gasoline stations | 9 | ||||||
Subsequent event | Champlain Oil Company [Member] | |||||||
Partners' Capital Account, Sale of Units [Abstract] | |||||||
Purchase price | $ | $ 134 | ||||||
Number of owned, leased and/or supplied gasoline stations | 37 | ||||||
Number of fuel sites | 24 | ||||||
Number of stations under fuel supply agreements | 65 | ||||||
Subsequent event | Annualized basis | |||||||
Partners' Capital Account, Sale of Units [Abstract] | |||||||
Quarterly cash distribution declared (in dollars per unit) | $ / shares | $ 1.90 | ||||||
Subsequent event | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Partners' Capital Account, Sale of Units [Abstract] | |||||||
Annual distribution after initial period, basis spread on variable rate (as a percentage) | 6.774% | ||||||
Subsequent event | Preferred Partner [Member] | |||||||
Partners' Capital Account, Sale of Units [Abstract] | |||||||
Number of units sold | shares | 2,760,000 | ||||||
Units issued in public offering, offer price (in dollars per share) | $ / shares | $ 25 | ||||||
Proceeds, net of offering costs | $ | $ 66.8 |
Supp Guarantor Cond Cons Fin St
Supp Guarantor Cond Cons Fin Stmts - B/S (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Ownership interest (as a percent) | 100.00% | 100.00% | ||
Current assets: | ||||
Cash and cash equivalents | $ 7,482 | $ 5,922 | $ 14,858 | $ 10,028 |
Accounts receivable, net | 423,225 | 417,263 | ||
Accounts receivable-affiliates | 4,057 | 3,773 | ||
Inventories | 338,320 | 350,743 | ||
Brokerage margin deposits | 6,871 | 9,681 | ||
Derivative assets | 12,805 | 3,840 | ||
Prepaid expenses and other current assets | 85,117 | 77,977 | ||
Total current assets | 877,877 | 878,135 | ||
Property and equipment, net | 1,005,929 | 1,036,667 | ||
Intangible assets, net | 51,459 | 56,545 | ||
Goodwill | 310,855 | 312,401 | ||
Other assets | 32,837 | 36,421 | ||
Total assets | 2,278,957 | 2,320,169 | ||
Current liabilities: | ||||
Accounts payable | 256,768 | 313,412 | ||
Working capital revolving credit facility - current portion | 198,000 | 126,700 | ||
Current portion | 198,000 | 126,700 | ||
Environmental liabilities-current portion | 5,004 | 5,009 | ||
Trustee taxes payable | 43,699 | 110,321 | ||
Accrued expenses and other current liabilities | 89,789 | 99,507 | ||
Derivative liabilities | 14,764 | 13,708 | ||
Total current liabilities | 608,024 | 668,657 | ||
Working capital revolving credit facility-less current portion | 100,000 | 100,000 | ||
Revolving credit facility | 185,000 | 196,000 | ||
Senior notes | 663,116 | 661,774 | ||
Environmental liabilities-less current portion | 50,333 | 52,968 | ||
Financing obligations | 150,223 | 150,334 | ||
Deferred tax liabilities | 38,607 | 40,105 | ||
Other long-term liabilities | 53,672 | 56,013 | ||
Total liabilities | 1,848,975 | 1,925,851 | ||
Partners' equity | ||||
Total Global Partners LP equity | 427,375 | 390,953 | ||
Noncontrolling interest | 2,607 | 3,365 | ||
Total partners' equity | 429,982 | 394,318 | ||
Total liabilities and partners' equity | 2,278,957 | 2,320,169 | ||
Reportable Legal Entities [Member] | (Issuer) Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 6,079 | 5,083 | 13,035 | 9,373 |
Accounts receivable, net | 423,206 | 416,974 | ||
Accounts receivable-affiliates | 4,039 | 3,773 | ||
Inventories | 338,320 | 350,743 | ||
Brokerage margin deposits | 6,871 | 9,681 | ||
Derivative assets | 12,805 | 3,840 | ||
Prepaid expenses and other current assets | 84,974 | 77,889 | ||
Total current assets | 876,294 | 875,935 | ||
Property and equipment, net | 1,000,754 | 1,029,864 | ||
Intangible assets, net | 51,459 | 56,545 | ||
Goodwill | 310,855 | 312,401 | ||
Other assets | 32,837 | 36,421 | ||
Total assets | 2,272,199 | 2,311,166 | ||
Current liabilities: | ||||
Accounts payable | 256,729 | 313,265 | ||
Accounts payable - affiliates | (148) | |||
Working capital revolving credit facility - current portion | 198,000 | 126,700 | ||
Current portion | 198,000 | 126,700 | ||
Environmental liabilities-current portion | 5,004 | 5,009 | ||
Trustee taxes payable | 43,699 | 110,321 | ||
Accrued expenses and other current liabilities | 89,664 | 99,288 | ||
Derivative liabilities | 14,764 | 13,708 | ||
Total current liabilities | 607,860 | 668,143 | ||
Working capital revolving credit facility-less current portion | 100,000 | 100,000 | ||
Revolving credit facility | 185,000 | 196,000 | ||
Senior notes | 663,116 | 661,774 | ||
Environmental liabilities-less current portion | 50,333 | 52,968 | ||
Financing obligations | 150,223 | 150,334 | ||
Deferred tax liabilities | 38,607 | 40,105 | ||
Other long-term liabilities | 53,672 | 56,013 | ||
Total liabilities | 1,848,811 | 1,925,337 | ||
Partners' equity | ||||
Total Global Partners LP equity | 423,388 | 385,829 | ||
Total partners' equity | 423,388 | 385,829 | ||
Total liabilities and partners' equity | 2,272,199 | 2,311,166 | ||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiary | ||||
Current assets: | ||||
Cash and cash equivalents | 1,403 | $ 839 | 1,823 | $ 655 |
Accounts receivable, net | 6 | 218 | ||
Accounts receivable-affiliates | 31 | 71 | ||
Prepaid expenses and other current assets | 143 | 88 | ||
Total current assets | 1,583 | 2,200 | ||
Property and equipment, net | 5,175 | 6,803 | ||
Total assets | 6,758 | 9,003 | ||
Current liabilities: | ||||
Accounts payable | 39 | 147 | ||
Accounts payable - affiliates | 148 | |||
Accrued expenses and other current liabilities | 125 | 219 | ||
Total current liabilities | 164 | 514 | ||
Total liabilities | 164 | 514 | ||
Partners' equity | ||||
Total Global Partners LP equity | 3,987 | 5,124 | ||
Noncontrolling interest | 2,607 | 3,365 | ||
Total partners' equity | 6,594 | 8,489 | ||
Total liabilities and partners' equity | 6,758 | 9,003 | ||
Eliminations | ||||
Current assets: | ||||
Accounts receivable, net | 13 | 71 | ||
Accounts receivable-affiliates | $ (13) | $ (71) |
Supp Guarantor Cond Cons Fin 84
Supp Guarantor Cond Cons Fin Stmts - I/S (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Condensed Income Statements, Captions [Line Items] | |||||
Sales | $ 3,126,575 | $ 2,089,530 | $ 5,929,466 | $ 4,360,314 | |
Cost of sales | 2,977,314 | 1,954,168 | 5,635,875 | 4,084,925 | |
Gross profit | 149,261 | 135,362 | 293,591 | 275,389 | |
Costs and operating expenses: | |||||
Selling, general and administrative expenses | 39,954 | 34,679 | 79,320 | 71,466 | |
Operating expenses | 76,218 | 71,169 | 150,267 | 138,382 | |
Gain on trustee taxes | $ (52,627) | (52,627) | |||
Amortization expense | 2,437 | 2,260 | 4,905 | 4,521 | |
Net loss (gain) on sale and disposition of assets | 3,033 | 2,381 | 4,900 | (9,481) | |
Total operating costs and expenses | 121,642 | 110,489 | 186,765 | 204,888 | |
Operating income | 27,619 | 24,873 | 106,826 | 70,501 | |
Interest expense | (21,613) | (21,923) | (43,058) | (45,210) | |
Income before income tax benefit (expense) | 6,006 | 2,950 | 63,768 | 25,291 | |
Income tax benefit (expense) | 16 | (959) | 929 | (795) | |
Net income | 6,022 | 1,991 | 64,697 | 24,496 | |
Net loss attributable to noncontrolling interest | 391 | 383 | 758 | 824 | |
Net income attributable to Global Partners LP | 6,413 | 2,374 | 65,455 | 25,320 | |
Less: General partner’s interest in net income, including incentive distribution rights | 110 | 16 | 506 | 170 | |
Limited partners' interest in net income (loss) | 6,303 | 2,358 | 64,949 | 25,150 | |
Reportable Legal Entities [Member] | (Issuer) Guarantor Subsidiaries | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Sales | 3,126,449 | 2,088,877 | 5,928,948 | 4,358,998 | |
Cost of sales | 2,976,691 | 1,953,006 | 5,634,066 | 4,082,658 | |
Gross profit | 149,758 | 135,871 | 294,882 | 276,340 | |
Costs and operating expenses: | |||||
Selling, general and administrative expenses | 39,854 | 34,557 | 79,129 | 71,483 | |
Operating expenses | 75,837 | 70,843 | 149,504 | 137,492 | |
Gain on trustee taxes | (52,627) | ||||
Amortization expense | 2,437 | 2,260 | 4,905 | 4,285 | |
Net loss (gain) on sale and disposition of assets | 3,033 | 2,381 | 4,900 | (9,481) | |
Total operating costs and expenses | 121,161 | 110,041 | 185,811 | 203,779 | |
Operating income | 28,597 | 25,830 | 109,071 | 72,561 | |
Interest expense | (21,613) | (21,923) | (43,058) | (45,210) | |
Income before income tax benefit (expense) | 6,984 | 3,907 | 66,013 | 27,351 | |
Income tax benefit (expense) | 16 | (959) | 929 | (795) | |
Net income | 7,000 | 2,948 | 66,942 | 26,556 | |
Net income attributable to Global Partners LP | 7,000 | 2,948 | 66,942 | 26,556 | |
Less: General partner’s interest in net income, including incentive distribution rights | 110 | 16 | 506 | 170 | |
Limited partners' interest in net income (loss) | 6,890 | 2,932 | 66,436 | 26,386 | |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiary | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Sales | 215 | 752 | 693 | 1,603 | |
Cost of sales | 712 | 1,261 | 1,634 | 2,554 | |
Gross profit | (497) | (509) | (941) | (951) | |
Costs and operating expenses: | |||||
Selling, general and administrative expenses | 100 | 122 | 191 | (17) | |
Operating expenses | 381 | 326 | 763 | 890 | |
Amortization expense | 236 | ||||
Total operating costs and expenses | 481 | 448 | 954 | 1,109 | |
Operating income | (978) | (957) | (1,895) | (2,060) | |
Income before income tax benefit (expense) | (978) | (957) | (1,895) | (2,060) | |
Net income | (978) | (957) | (1,895) | (2,060) | |
Net loss attributable to noncontrolling interest | 391 | 383 | 758 | 824 | |
Net income attributable to Global Partners LP | (587) | (574) | (1,137) | (1,236) | |
Limited partners' interest in net income (loss) | (587) | (574) | (1,137) | (1,236) | |
Eliminations | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Sales | (89) | (99) | (175) | (287) | |
Cost of sales | $ (89) | $ (99) | 175 | $ (287) | |
Gross profit | (350) | ||||
Costs and operating expenses: | |||||
Operating income | (350) | ||||
Income before income tax benefit (expense) | (350) | ||||
Net income | (350) | ||||
Net income attributable to Global Partners LP | (350) | ||||
Limited partners' interest in net income (loss) | $ (350) |
Supp Guarantor Cond Cons Fin 85
Supp Guarantor Cond Cons Fin Stmts - SCF (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net cash provided by operating activities | $ (16,226) | $ 209,927 |
Cash flows from investing activities | ||
Capital expenditures | (27,168) | (19,308) |
Proceeds from sale of property and equipment | 7,241 | 28,238 |
Net cash (used in) provided by investing activities | (19,927) | 8,930 |
Cash flows from financing activities | ||
Noncontrolling interest capital contribution | 279 | |
Distribution to noncontrolling interest | (465) | |
Distributions to partners | (31,523) | (31,277) |
Net cash provided by (used in) financing activities | 28,777 | (222,963) |
Cash and cash equivalents | ||
Increase in cash and cash equivalents | (7,376) | (4,106) |
Cash and cash equivalents at beginning of period | 14,858 | 10,028 |
Cash and cash equivalents at end of period | 7,482 | 5,922 |
Revolving Credit Facility [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | (11,000) | (16,000) |
Working Capital Facility [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | 71,300 | (175,500) |
(Issuer) Guarantor Subsidiaries | Reportable Legal Entities [Member] | ||
Cash flows from operating activities | ||
Net cash provided by operating activities | (15,806) | 209,298 |
Cash flows from investing activities | ||
Capital expenditures | (27,168) | (19,308) |
Proceeds from sale of property and equipment | 7,241 | 28,218 |
Net cash (used in) provided by investing activities | (19,927) | 8,910 |
Cash flows from financing activities | ||
Noncontrolling interest capital contribution | 279 | |
Distributions to partners | (31,523) | (31,277) |
Net cash provided by (used in) financing activities | 28,777 | (222,498) |
Cash and cash equivalents | ||
Increase in cash and cash equivalents | (6,956) | (4,290) |
Cash and cash equivalents at beginning of period | 13,035 | 9,373 |
Cash and cash equivalents at end of period | 6,079 | 5,083 |
(Issuer) Guarantor Subsidiaries | Revolving Credit Facility [Member] | Reportable Legal Entities [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | (11,000) | (16,000) |
(Issuer) Guarantor Subsidiaries | Working Capital Facility [Member] | Reportable Legal Entities [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | 71,300 | (175,500) |
Non-Guarantor Subsidiary | Reportable Legal Entities [Member] | ||
Cash flows from operating activities | ||
Net cash provided by operating activities | (420) | 629 |
Cash flows from investing activities | ||
Proceeds from sale of property and equipment | 20 | |
Net cash (used in) provided by investing activities | 20 | |
Cash flows from financing activities | ||
Distribution to noncontrolling interest | (465) | |
Net cash provided by (used in) financing activities | (465) | |
Cash and cash equivalents | ||
Increase in cash and cash equivalents | (420) | 184 |
Cash and cash equivalents at beginning of period | 1,823 | 655 |
Cash and cash equivalents at end of period | $ 1,403 | $ 839 |