Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 06, 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 | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 33,995,563 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 12,451 | $ 14,858 |
Accounts receivable, net | 407,537 | 417,263 |
Accounts receivable-affiliates | 5,310 | 3,773 |
Inventories | 481,457 | 350,743 |
Brokerage margin deposits | 15,226 | 9,681 |
Derivative assets | 7,281 | 3,840 |
Prepaid expenses and other current assets | 89,599 | 77,977 |
Total current assets | 1,018,861 | 878,135 |
Property and equipment, net | 1,109,892 | 1,036,667 |
Intangible assets, net | 62,221 | 56,545 |
Goodwill | 352,550 | 312,401 |
Other assets | 31,806 | 36,421 |
Total assets | 2,575,330 | 2,320,169 |
Current liabilities: | ||
Accounts payable | 336,530 | 313,412 |
Working capital revolving credit facility - current portion | 307,700 | 126,700 |
Environmental liabilities-current portion | 5,001 | 5,009 |
Trustee taxes payable | 37,734 | 110,321 |
Accrued expenses and other current liabilities | 97,377 | 99,507 |
Derivative liabilities | 13,944 | 13,708 |
Total current liabilities | 798,286 | 668,657 |
Working capital revolving credit facility-less current portion | 100,000 | 100,000 |
Revolving credit facility | 244,200 | 196,000 |
Senior notes | 663,775 | 661,774 |
Environmental liabilities-less current portion | 60,320 | 52,968 |
Financing obligations | 150,132 | 150,334 |
Deferred tax liabilities | 38,563 | 40,105 |
Other long-term liabilities | 53,572 | 56,013 |
Total liabilities | 2,108,848 | 1,925,851 |
Global Partners LP equity: | ||
General partner interest (0.67% interest with 230,303 equivalent units outstanding at September 30, 2018 and December 31, 2017) | (2,887) | (2,978) |
Accumulated other comprehensive loss | (4,762) | (5,468) |
Total Global Partners LP equity | 464,259 | 390,953 |
Noncontrolling interest | 2,223 | 3,365 |
Total partners' equity | 466,482 | 394,318 |
Total liabilities and partners' equity | 2,575,330 | 2,320,169 |
Common Limited Partners | ||
Global Partners LP equity: | ||
Limited partner interest | 404,533 | $ 399,399 |
Series A Preferred Limited Partners | ||
Global Partners LP equity: | ||
Limited partner interest | $ 67,375 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Sep. 30, 2018 | Dec. 31, 2017 |
General partner interest (as a percent) | 0.67% | 0.67% |
General partner interest, equivalent units outstanding | 230,303 | 230,303 |
Common Limited Partners | ||
Limited partner interest, units issued | 33,995,563 | 33,995,563 |
Limited partner interest, units outstanding | 33,744,168 | 33,645,092 |
Series A Preferred Limited Partners | ||
Limited partner interest, units issued | 2,760,000 | 0 |
Limited partner interest, units outstanding | 2,760,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Sales | $ 3,468,835 | $ 2,159,746 | $ 9,398,301 | $ 6,520,060 | |
Cost of sales | 3,333,861 | 2,009,652 | 8,969,736 | 6,094,577 | |
Gross profit | 134,974 | 150,094 | 428,565 | 425,483 | |
Costs and operating expenses: | |||||
Selling, general and administrative expenses | 42,127 | 40,134 | 121,447 | 111,600 | |
Operating expenses | 83,776 | 70,338 | 234,043 | 208,720 | |
Gain on trustee taxes | $ (52,627) | (52,627) | |||
Lease exit and termination gain | (3,506) | (3,506) | |||
Amortization expense | 3,079 | 2,260 | 7,984 | 6,781 | |
Net loss (gain) on sale and disposition of assets | 940 | 2,190 | 5,840 | (7,291) | |
Goodwill and long-lived asset impairment | 414 | 809 | 414 | 809 | |
Total operating costs and expenses | 126,830 | 115,731 | 313,595 | 320,619 | |
Operating income | 8,144 | 34,363 | 114,970 | 104,864 | |
Interest expense | (22,579) | (20,626) | (65,637) | (65,836) | |
(Loss) income before income tax (expense) benefit | (14,435) | 13,737 | 49,333 | 39,028 | |
Income tax (expense) benefit | (29) | 723 | 900 | (72) | |
Net (loss) income | (14,464) | 14,460 | 50,233 | 38,956 | |
Net loss attributable to noncontrolling interest | 384 | 418 | 1,142 | 1,242 | |
Net (loss) income attributable to Global Partners LP | (14,080) | 14,878 | 51,375 | 40,198 | |
Less: General partner’s interest in net (loss) income, including incentive distribution rights | (27) | 100 | 479 | 270 | |
Common Limited Partners | |||||
Costs and operating expenses: | |||||
Limited partners’ interest in net (loss) income | $ (15,062) | $ 14,778 | $ 49,887 | $ 39,928 | |
Basic net (loss) income per limited partner unit (in dollars per unit) | $ (0.44) | $ 0.44 | $ 1.48 | $ 1.19 | |
Diluted net (loss) income per limited partner unit (in dollars per unit) | $ (0.44) | $ 0.44 | $ 1.47 | $ 1.18 | |
Basic weighted average limited partner units outstanding (in units) | 34,114 | 33,644 | 33,680 | 33,570 | |
Diluted weighted average limited partner units outstanding (in units) | 34,114 | 33,945 | 33,894 | 33,839 | |
Series A Preferred Limited Partners | |||||
Costs and operating expenses: | |||||
Limited partners’ interest in net (loss) income | $ 1,009 | $ 1,009 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net (loss) income | $ (14,464) | $ 14,460 | $ 50,233 | $ 38,956 |
Other comprehensive income: | ||||
Change in fair value of cash flow hedges | (67) | 167 | 156 | 764 |
Change in pension liability | 568 | (105) | 550 | 464 |
Total other comprehensive income | 501 | 62 | 706 | 1,228 |
Comprehensive (loss) income | (13,963) | 14,522 | 50,939 | 40,184 |
Comprehensive loss attributable to noncontrolling interest | 384 | 418 | 1,142 | 1,242 |
Comprehensive (loss) income attributable to Global Partners LP | $ (13,579) | $ 14,940 | $ 52,081 | $ 41,426 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net (loss) income | $ 50,233 | $ 38,956 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 79,410 | 79,423 |
Amortization of deferred financing fees | 4,029 | 4,295 |
Amortization of leasehold interests | 254 | 562 |
Amortization of senior notes discount | 1,121 | 1,079 |
Bad debt expense | 425 | 622 |
Unit-based compensation expense | 3,513 | 1,415 |
Write-off of financing fees | 573 | |
Gain on trustee taxes | (52,627) | |
Net loss (gain) on sale and disposition of assets | 5,840 | (7,291) |
Goodwill and long-lived asset impairment | 414 | 809 |
Changes in operating assets and liabilities, excluding net assets acquired: | ||
Accounts receivable | 9,301 | 89,799 |
Accounts receivable - affiliate | (1,537) | (2,504) |
Inventories | (124,537) | 240,462 |
Broker margin deposits | (5,545) | 15,199 |
Prepaid expenses, all other current assets and other assets | (6,775) | (19,400) |
Accounts payable | 23,118 | (78,538) |
Trustee taxes payable | (19,960) | (3,309) |
Change in derivatives | (3,205) | (1,764) |
Accrued expenses, all other current liabilities and other long-term liabilities | (9,374) | 2,053 |
Net cash (used in) provided by operating activities | (45,902) | 362,441 |
Cash flows from investing activities | ||
Acquisitions | (171,824) | |
Capital expenditures | (43,461) | (31,646) |
Seller note issuances | (3,062) | |
Proceeds from sale of property and equipment | 14,930 | 29,804 |
Net cash (used in) provided by investing activities | (203,417) | (1,842) |
Cash flows from financing activities | ||
Net proceeds from issuance of Series A preferred units | 66,366 | |
LTIP units withheld for tax obligations | (806) | (516) |
Noncontrolling interest capital contribution | 279 | |
Distribution to noncontrolling interest | (465) | |
Distributions to partners | (47,848) | (46,970) |
Net cash provided by (used in) financing activities | 246,912 | (359,772) |
Cash and cash equivalents | ||
Decrease (increase) in cash and cash equivalents | (2,407) | 827 |
Cash and cash equivalents at beginning of period | 14,858 | 10,028 |
Cash and cash equivalents at end of period | 12,451 | 10,855 |
Supplemental information | ||
Cash paid during the period for interest | 37,583 | 36,892 |
Revolving Credit Facility [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | 48,200 | (26,700) |
Working Capital Facility [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | $ 181,000 | $ (285,400) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY - USD ($) $ in Thousands | Limited Partner InterestCommon Limited Partners | Limited Partner InterestSeries A Preferred Limited Partners | General Partner, Global GP LLC | 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 | ||||||
Issuance of units | $ 66,366 | 66,366 | ||||
Net income (loss) | 49,887 | 1,009 | 479 | (1,142) | 50,233 | |
Distributions to partners | (47,595) | (388) | (47,983) | |||
Unit-based compensation | 3,513 | 3,513 | ||||
Other comprehensive income | 706 | 706 | ||||
LTIP units withheld for tax obligations | (806) | (806) | ||||
Dividends on repurchased units | 135 | 135 | ||||
Balance, end of period at Sep. 30, 2018 | 404,533 | 67,375 | (2,887) | (4,762) | 2,223 | 466,482 |
Balance, beginning of period at Jun. 30, 2018 | (5,263) | |||||
Increase (Decrease) in Partners' Capital | ||||||
Net income (loss) | (14,464) | |||||
Other comprehensive income | 501 | |||||
Balance, end of period at Sep. 30, 2018 | $ 404,533 | $ 67,375 | $ (2,887) | $ (4,762) | $ 2,223 | $ 466,482 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 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, gathering, blending, 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 September 30, 2018, the Partnership had a portfolio of 1,589 owned, leased and/or supplied gasoline stations, including 301 directly operated convenience stores, primarily 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 September 30, 2018, affiliates of the General Partner, including its directors and executive officers and their affiliates, owned 7,347,370 common units, representing a 21.6% limited partner interest. Recent Transactions Series A Preferred Unit Offering —On August 7, 2018, the Partnership issued 2,760,000 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. See Note 14. Acquisition from Cheshire Oil Company, LLC —On July 24, 2018, the Partnership acquired the assets of company-operated gasoline stations and convenience stores from New Hampshire-based Cheshire Oil Company, LLC (“Cheshire”). See Note 17. Acquisition from Champlain Oil Company, Inc.— On July 17, 2018, the Partnership acquired retail fuel and convenience store assets from Vermont-based Champlain Oil Company, Inc. (“Champlain). See Note 17. Basis of Presentation The financial results of Cheshire and Champlain since the respective acquisition date are included in the accompanying statements of operations for the three and nine months ended September 30, 2018. The accompanying consolidated financial statements as of September 30, 2018 and December 31, 2017 and for the three and nine months ended September 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 nine months ended September 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 nine months ended September 30, 2018, did not impact cash flows from operations for the nine months ended September 30, 2018 and will not impact cash flows from operations for the year ending December 31, 2018. Lease Exit and Termination Gain In December 2016, the Partnership voluntarily terminated early a sublease with a counterparty for 1,610 railcars and, as result, recognized a lease exit and termination expense of $80.7 million for the year ended December 31, 2016. Contemporaneously with the sublease termination, the Partnership entered into to a fleet management services agreement with the counterparty, pursuant to which the Partnership was obligated to provide future railcar storage, freight, cleaning, insurance and other services on behalf of the counterparty associated with all 1,610 railcars. In January 2017, the counterparty paid the Partnership $19.1 million to cover the incremental costs associated with the Partnership’s obligations. The Partnership accrued the incremental costs associated with its obligations at present value based on the estimated timing of when the costs would be incurred in the future. Please read “Summary of Significant Accounting Policies—Leases— Early Termination of Railcar Sublease,” in Note 2 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2017 for additional information. During the quarter ended September 30, 2018, the Partnership was released from certain of its obligations to provide future railcar storage, freight, insurance and other services for 500 railcars under the fleet management services agreement. The release resulted in a $3.5 million reduction of the remaining accrued incremental costs, which benefit is included in lease exit and termination gain in the accompanying statements of operations for the three and nine months ended September 30, 2018. The remaining accrued incremental costs were $6.6 million at September 30, 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 Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 82 % 71 % 75 % 65 % Crude oil sales and crude oil logistics revenue — % 5 % 1 % 6 % Distillates (home heating oil, diesel and kerosene), residual oil and propane sales 14 % 20 % 21 % 25 % Convenience store sales, rental income and sundries 4 % 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 Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Wholesale segment 2 % 21 % 18 % 24 % Gasoline Distribution and Station Operations segment 95 % 76 % 79 % 73 % 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 nine months ended September 30, 2018 and 2017. . |
Adoption Of ASC 606, Revenue fr
Adoption Of ASC 606, Revenue from Contract Customers | 9 Months Ended |
Sep. 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 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 September 30, 2018 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels, crude oil and propane $ 331,012 $ 1,110,529 $ 212,368 $ 1,653,909 Station operations — 106,366 — 106,366 Total revenue from contracts with customers 331,012 1,216,895 212,368 1,760,275 Other sales: Revenue originating as physical forward contracts and exchanges 1,558,138 — 131,804 1,689,942 Revenue from leases 503 18,115 — 18,618 Total other sales 1,558,641 18,115 131,804 1,708,560 Total sales $ 1,889,653 $ 1,235,010 $ 344,172 $ 3,468,835 Nine Months Ended September 30, 2018 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels, crude oil and propane $ 1,091,627 $ 3,088,906 $ 574,588 $ 4,755,121 Station operations — 259,373 — 259,373 Total revenue from contracts with customers 1,091,627 3,348,279 574,588 5,014,494 Other sales: Revenue originating as physical forward contracts and exchanges 3,968,816 — 360,401 4,329,217 Revenue from leases 1,508 53,082 — 54,590 Total other sales 3,970,324 53,082 360,401 4,383,807 Total sales $ 5,061,951 $ 3,401,361 $ 934,989 $ 9,398,301 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 where control of 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 and 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 September 30, 2018 and December 31, 2017. Payment terms on invoiced amounts are typically 2 to 30 days. |
Net (Loss) Income Per Common Li
Net (Loss) Income Per Common Limited Partner Unit | 9 Months Ended |
Sep. 30, 2018 | |
Net Income Per Common Limited Partner Unit | |
Net Income Per Common Limited Partner Unit | Note 3. Net (Loss) Income Per Common 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 and to the General Partner’s general partner interest. Common units outstanding as reported in the accompanying consolidated financial statements at September 30, 2018 and December 31, 2017 excludes 251,395 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 common limited partner unit (basic and diluted). For the nine months ended September 30, 2018, the Series A Preferred Units are not potentially dilutive securities based on the nature of the conversion feature. See Note 14 for additional information related to the Series A Preferred Units. The following table provides a reconciliation of net (loss) income and the assumed allocation of net (loss) income to the common limited partners (after deducting amounts allocated to Series A preferred unitholders) for purposes of computing net (loss) income per common limited partner unit for the periods presented (in thousands, except per unit data): Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Common General Common General Limited Partner Limited Partner Numerator: Total Partners Interest IDRs Total Partners Interest IDRs Net (loss) income attributable to Global Partners LP $ (14,080) $ (14,053) $ (27) $ — $ 14,878 $ 14,778 $ 100 $ — Declared distribution $ 16,325 $ 16,149 $ 109 $ 67 $ 15,829 $ 15,723 $ 106 $ — Assumed allocation of undistributed net loss (30,405) (30,202) (203) — (951) (945) (6) — Assumed allocation of net (loss) income $ (14,080) $ (14,053) $ (94) $ 67 $ 14,878 $ 14,778 $ 100 $ — Less net income attributable to Series A preferred limited partners 1,009 — Net (loss) income attributable to common limited partners $ (15,062) $ 14,778 Denominator: Basic weighted average common units outstanding 34,114 33,644 Dilutive effect of phantom units — 301 Diluted weighted average common units outstanding 34,114 33,945 Basic net (loss) income per common limited partner unit $ (0.44) $ 0.44 Diluted net income per common limited partner unit (1) $ (0.44) $ 0.44 (1) Basic common limited partner units were used to calculate diluted earnings per common limited partner unit for the three months ended September 30, 2018, as using the effects of phantom units would have an anti-dilutive effect. Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Common General Common General Limited Partner Limited Partner Numerator: Total Partners Interest IDRs Total Partners Interest IDRs Net income attributable to Global Partners LP $ 51,375 $ 50,896 $ 479 $ — $ 40,198 $ 39,928 $ 270 $ — Declared distribution $ 48,479 $ 48,021 $ 324 $ 134 $ 47,487 $ 47,169 $ 318 $ — Assumed allocation of undistributed net income (loss) 2,896 2,875 21 — (7,289) (7,241) (48) — Assumed allocation of net income $ 51,375 $ 50,896 $ 345 $ 134 $ 40,198 $ 39,928 $ 270 $ — Less net income attributable to Series A preferred limited partners 1,009 — Net income attributable to common limited partners $ 49,887 $ 39,928 Denominator: Basic weighted average common units outstanding 33,680 33,570 Dilutive effect of phantom units 214 269 Diluted weighted average common units outstanding 33,894 33,839 Basic net income per common limited partner unit $ 1.48 $ 1.19 Diluted net income per common limited partner unit $ 1.47 $ 1.18 The board of directors of the General Partner declared the following quarterly cash distributions on its common units: 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 October 26, 2018 $ 0.4750 September 30, 2018 In addition, on October 23, 2018, the board of directors of the General Partner declared the initial quarterly cash distribution of $0.6635 per unit on the Series A Preferred Units, covering the period from August 7, 2018 (the issuance date of the Series A Preferred Units) through November 14, 2018. See Note 14, “Partners’ Equity and Cash Distributions” for further information. |
Inventories
Inventories | 9 Months Ended |
Sep. 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): September 30, December 31, 2018 2017 Distillates: home heating oil, diesel and kerosene $ 167,995 $ 183,059 Gasoline 199,796 81,504 Gasoline blendstocks 45,491 26,789 Crude oil 16,685 10,809 Residual oil 28,664 28,442 Propane and other 1,048 1,659 Renewable identification numbers (RINs) 593 380 Convenience store inventory 21,185 18,101 Total $ 481,457 $ 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 $8.0 million and $9.5 million at September 30, 2018 and December 31, 2017, respectively. Negative exchange balances are accounted for as accounts payable and amounted to $18.1 million and $8.4 million at September 30, 2018 and December 31, 2017, respectively. Exchange transactions are valued using current carrying costs. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 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): Balance at December 31, 2017 $ 312,401 Acquisition of Cheshire (1) 5,853 Acquisition of Champlain (1) 37,580 Acquisition of Honey Farms—change in goodwill (1) (139) Dispositions (2) (3,145) Balance at September 30, 2018 $ 352,550 (1) See Note 17 for information on the Partnership’s business combinations. (2) Dispositions represent derecognition of goodwill associated with the sale and disposition of certain assets. See Note 7 . |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property and Equipment | |
Property and Equipment | Note 6. Property and Equipment Property and equipment consisted of the following (in thousands): September 30, December 31, 2018 2017 Buildings and improvements $ 1,126,585 $ 1,015,386 Land 424,916 409,146 Fixtures and equipment 43,540 42,959 Idle plant assets 30,500 30,500 Construction in process 26,739 22,403 Capitalized internal use software 30,870 30,626 Total property and equipment 1,683,150 1,551,020 Less accumulated depreciation 573,258 514,353 Total $ 1,109,892 $ 1,036,667 Property and equipment includes assets held for sale of $11.5 million and $12.4 million at September 30, 2018 and December 31, 2017, respectively. At September 30, 2018, the Partnership had a $52.6 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 September 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. Evaluation of Long-Lived Asset Impairment The Partnership recognized impairment charges relating to long-lived assets used at certain gasoline stations and convenience stores in the amounts of $0.4 million for each of the three and nine months ended September 30, 2018 and $0.8 million for each of the three and nine months ended September 30, 2017. These assets are allocated to the GDSO segment, and the respective impairment is included in goodwill and long-lived asset impairment in the accompanying statements of operations for the three and nine months ended September 30, 2018 and 2017. |
Sale and Disposition of Assets
Sale and Disposition of Assets | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Sale of natural gas brokerage and electricity businesses $ — $ — $ — $ (14,172) Periodic divestiture of gasoline stations 40 77 (183) 253 Strategic asset divestiture program (168) 375 987 825 Loss on assets held for sale 1,056 1,571 4,590 5,010 Other 12 167 446 793 Total $ 940 $ 2,190 $ 5,840 $ (7,291) 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 nine months ended September 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 an immaterial loss for the three months ended September 30, 2018 and a gain of $0.2 million for the nine months ended September 30, 2018. We recorded losses of $0.1 million and $0.3 million for the three and nine months ended September 30, 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. The Partnership sold 12 sites and 23 sites during the three and nine months ended September 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 gain of $0.2 million and a loss of $1.0 million on the sales of these sites for the three and nine months ended September 30, 2018, respectively, including the derecognition of GDSO goodwill in the amount of $1.7 million and $3.1 million for these respective periods. The Partnership recognized losses of $0.4 million and $0.8 million on the sales of sites for the three and nine months ended September 30, 2017, respectively, including the derecognition of goodwill in the amount of $0.4 million and $3.3 million for these respective periods. 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 September 30, 2018 and December 31, 2017, respectively, which are periodic divestiture gasoline station sites. The Partnership recorded $0 and $2.0 million in impairment charges related to these assets held for sale for the three and nine months ended September 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 September 30, 2017 of $0.1 million and $0.4 million for the three and nine months ended September 30, 2017, respectively. Additionally, the Partnership classified 15 sites and 18 sites as held for sale at September 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 $1.0 million and $2.5 million for the three and nine months ended September 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 September 30, 2017 of $1.5 million and $4.6 million for the three and nine months ended September 30, 2017, respectively. Assets held for sale of $11.5 million and $12.4 million at September 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 | 9 Months Ended |
Sep. 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 4.3% and 3.7% for the three months ended September 30, 2018 and 2017, respectively, and 4.1% and 3.6% for the nine months ended September 30, 2018 and 2017, respectively. The increase for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 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 September 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 $307.7 million as the current portion at September 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 $100.0 million at both September 30, 2018 and December 31, 2017, and the current portion was $307.7 million and $126.7 million at September 30, 2018 and December 31, 2017, respectively. The increase in total borrowings under the working capital revolving credit facility of $181.0 million from December 31, 2017 was largely due to higher inventory levels and an increase in prices. As of September 30, 2018, the Partnership had total borrowings outstanding under the Credit Agreement of $651.9 million, including $244.2 million outstanding on the revolving credit facility. In addition, the Partnership had outstanding letters of credit of $58.8 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was $589.3 million and $810.3 million at September 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 September 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 September 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 September 30, 2018 and 2017, respectively, and $7.0 million and $7.2 million was recorded for the nine months ended September 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 September 30, 2018 and 2017 and $7.2 million for each of the nine months ended September 30, 2018 and 2017. The financing obligation balance outstanding at September 30, 2018 was $87.6 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 September 30, 2018 and 2017 and $3.3 million for each of the nine months ended September 30, 2018 and 2017. The financing obligation balance outstanding at September 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 $11.9 million and $15.9 million at September 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 $6.5 million and $9.6 million at September 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 $4.5 million and $5.4 million at September 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 September 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 the nine months ended September 30, 2017. Amortization expense of approximately $1.3 million for each of the three months ended September 30, 2018 and 2017 and $4.0 million and $4.3 million for the nine months ended September 30, 2018 and 2017, respectively, is included in interest expense in the accompanying consolidated statements of operations. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 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 September 30, 2018: Units (1) Unit of Measure Exchange-Traded Derivatives Long 58,471 Thousands of barrels Short (63,076) Thousands of barrels OTC Derivatives (Petroleum/Ethanol) Long 8,879 Thousands of barrels Short (6,639) 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 Nine Months Ended Recognized in Income on September 30, September 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 $ (12,776) $ (3,930) $ (22,507) $ 36,990 Hedged items in fair value hedge relationship Physical inventory Cost of sales $ 12,786 $ 4,370 $ 24,160 $ (37,412) Cash Flow Hedges At September 30, 2018, the Partnership had in place one interest rate swap agreement which hedged $100.0 million of variable rate debt. This interest rate swap expired 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 $0.1 million and $0.2 million for the three months ended September 30, 2018 and 2017, respectively, and $0.3 million and $0.8 million for the nine months ended September 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 nine months ended September 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 Nine Months Ended Derivatives not designated as Recognized in September 30, September 30, hedging instruments Income on Derivatives 2018 2017 2018 2017 Commodity contracts Cost of sales $ (1,162) $ 6,470 $ 2,411 $ 9,212 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 September 30, 2018 and December 31, 2017 (in thousands): September 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 $ — $ 41,477 $ 41,477 Interest rate swaps Prepaid expenses and other current assets — 22 22 Forward derivative contracts (1) Derivative assets — 7,281 7,281 Total asset derivatives $ — $ 48,780 $ 48,780 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ (6,792) $ (50,993) $ (57,785) Forward derivative contracts (1) Derivative liabilities — (13,944) (13,944) Total liability derivatives $ (6,792) $ (64,937) $ (71,729) 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 | 9 Months Ended |
Sep. 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 September 30, 2018 and December 31, 2017 (in thousands): Fair Value at September 30, 2018 Cash Collateral Level 1 Level 2 Level 3 Netting Total Assets: Forward derivative contracts (1) $ — $ 5,426 $ 1,855 $ — $ 7,281 Interest rate swaps — 22 — — 22 Exchange-traded/cleared derivative instruments (2) (16,308) — — 31,534 15,226 Pension plans 18,065 — — — 18,065 Total assets $ 1,757 $ 5,448 $ 1,855 $ 31,534 $ 40,594 Liabilities: Forward derivative contracts (1) $ — $ (12,109) $ (1,835) $ — $ (13,944) 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): September 30, 2018 December 31, 2017 Face Fair Face Fair Value Value Value Value 6.25% senior notes $ 375,000 $ 372,187 $ 375,000 $ 383,906 7.00% senior notes $ 300,000 $ 305,250 $ 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 ($32.00) to $6.00 per barrel and ($8.50) to ($1.00) per barrel as of September 30, 2018 and December 31, 2017, respectively. The estimates for these inputs for propane were ($5.456) to $6.72 per barrel and ($3.36) to $8.40 per barrel as of September 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 September 30, 2018 (in thousands): Fair value at December 31, 2017 $ (404) Derivatives entered into during the period 1,043 Derivatives sold during the period (1,032) Realized gains (losses) recorded in cost of sales (494) Unrealized gains (losses) recorded in cost of sales 907 Fair value at September 30, 2018 $ 20 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 | 9 Months Ended |
Sep. 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 In connection with the July 2018 acquisitions of retail gasoline and convenience store assets from Cheshire and Champlain (see Note 17), the Partnership assumed certain environmental liabilities, including certain ongoing environmental remediation efforts. As a result, the Partnership initially recorded, on an undiscounted basis, a total environmental liability of approximately $1.2 million and $10.7 million for Cheshire and Champlain, respectively, as of September 30, 2018. Please read Note 12 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 for information on environmental liabilities recorded prior to 2018. The following table presents a summary roll forward of the Partnership’s environmental liabilities at September 30, 2018 (in thousands): Balance at Other Balance at December 31, Additions Payments Dispositions Adjustments September 30, Environmental Liability Related to: 2017 2018 2018 2018 2018 2018 Retail gasoline stations $ 53,569 $ 11,931 $ (1,833) $ (1,551) $ (1,101) $ 61,015 Terminals 4,408 — (102) — — 4,306 Total environmental liabilities $ 57,977 $ 11,931 $ (1,935) $ (1,551) $ (1,101) $ 65,321 Current portion $ 5,009 $ 5,001 Long-term portion 52,968 60,320 Total environmental liabilities $ 57,977 $ 65,321 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 September 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 $0.1 million at September 30, 2018. Total losses from firm non-cancellable commitments were immaterial at December 31, 2017. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 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 September 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 $25.2 million and $26.6 million for the three months ended September 30, 2018 and 2017, respectively, and $77.1 million and $75.9 million for the nine months ended September 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): September 30, December 31, 2018 2017 Receivables from GPC $ 248 $ 7 Receivables from the General Partner (1) 5,062 3,766 Total $ 5,310 $ 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 | 9 Months Ended |
Sep. 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 (99,076) 39.35 Forfeited (26,964) 22.07 Outstanding non—vested phantom units at September 30, 2018 823,177 23.92 The Partnership recorded total compensation expense related to the outstanding LTIP awards of $1.2 million for each of the three months ended September 30, 2018 and 2017, and $3.6 million and $3.2 million for the nine months ended September 30, 2018 and 2017, respectively, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. During 2017, the Partnership reversed compensation expenses related to forfeitures in the amount of $0.4 million and $1.8 million for the three and nine months ended September 30, 2017, respectively. The total compensation cost related to the non-vested awards not yet recognized at September 30, 2018 was approximately $9.8 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 nine months ended September 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 members of the General Partner $0 for each of the three months ended September 30, 2018 and 2017 and approximately $0.4 million and $0.8 million in the aggregate for the nine months ended September 30, 2018 and 2017, respectively. |
Partners' Equity and Cash Distr
Partners' Equity and Cash Distributions | 9 Months Ended |
Sep. 30, 2018 | |
Partners' Equity and Cash Distributions | |
Partners' Equity and Cash Distributions | Note 14. Partners’ Equity and Cash Distributions Partners’ Equity Common Units At September 30, 2018 there were 33,995,563 common units issued, including 7,347,370 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 common units during the three and nine months ended September 30, 2018 and 2017. Series A Preferred Units On August 7, 2018, the Partnership issued 2,760,000 Series A Preferred Units at a price of $25.00 per Series A Preferred Unit. The Partnership used the proceeds, net of underwriting discount and expenses, of $66.4 million to reduce indebtedness under its Credit Agreement. Cash Distributions Common Units The Partnership intends to make cash distributions to common 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 common 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 common 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 common 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 to common unitholders 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 8/14/2018 06/30/18 16,149 109 67 16,325 In addition, on October 26, 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 July 1, 2018 through September 30, 2018. On November 14, 2018, the Partnership will pay this cash distribution to its common unitholders of record as of the close of business on November 9, 2018. This distribution will result in the Partnership reaching its second target level distribution for the quarter ended September 30, 2018. Series A Preferred Units The Series A Preferred Units are a new class of equity security that ranks senior to all classes or series of the Partnership’s equity securities with respect to distribution rights and rights upon liquidation established after August 7, 2018, the original issue date of the Series A Preferred Units (the “Original Issue Date”). Distributions on the Series A Preferred Units are cumulative from the Original Issue Date and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on November 15, 2018 (each, a “Distribution Payment Date”), to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. On October 23, 2018, the board of directors of the General Partner declared the initial quarterly cash distribution of $0.6635 per unit on the Series A Preferred Units, covering the period from August 7, 2018 (the issuance date of the Series A Preferred Units) through November 14, 2018. This distribution will be payable on November 15, 2018 to holders of record as of the opening of business on November 1, 2018. The initial distribution rate for the Series A Preferred Units from and including the Original Issue Date, but excluding, August 15, 2023 is 9.75% per annum of the $25.00 liquidation preference per Series A Preferred Unit (equal to $2.4375 per Series A Preferred Unit per annum). On and after August 15, 2023, distributions on the Series A Preferred Units will accumulate for each distribution period at a percentage of the $25.00 liquidation preference equal to an annual floating rate of the three-month LIBOR plus a spread of 6.774% per annum. At any time on or after August 15, 2023, the Partnership may redeem, in whole or in part, the Series A Preferred Units at a redemption price in cash of $25.00 per Series A Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. The Partnership must provide not less than 30 days’ and not more than 60 days’ advance written notice of any such redemption. Upon the occurrence of a Series A Change of Control (as defined in the partnership agreement), the Partnership may, at its option, redeem the Series A Preferred Units, in whole or in part, within 120 days after the first date on which such Series A Change of Control occurred, by paying $25.00 per Series A Preferred Unit, plus all accumulated and unpaid distributions to, but excluding, the date of redemption, whether or not declared. If, prior to the Series A Change of Control Conversion Date (as defined in the partnership agreement), the Partnership exercises its redemption rights relating to Series A Preferred Units, holders of the Series A Preferred Units that the Partnership has elected to redeem will not have the conversion right discussed below related to a Series A Change of Control. Upon the occurrence of a Series A Change of Control, each holder of Series A Preferred Units will have the right (unless, prior to the Series A Change of Control Conversion Date, the Partnership provides notice of its election to redeem the Series A Preferred Units) to convert some or all of the Series A Preferred Units held by such holder on the Series A Change of Control Conversion Date into a number of common units per Series A Preferred Unit to be converted equal to the lesser of (a) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accumulated and unpaid distributions to, but excluding, the Series A Change of Control Conversion Date (unless the Series A Change of Control Conversion Date is after a record date for a Series A Preferred Unit distribution payment and prior to the corresponding Distribution Payment Date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) by (ii) the Common Unit Price (as defined in the partnership agreement) and (b) 2.7100, subject, in each case, to certain exceptions and adjustments. Any such redemptions would be effected only out of funds legally available for such purposes and would be subject to compliance with the provisions of the Partnership’s outstanding indebtedness. Holders of Series A Preferred Units generally have no voting rights, except for limited voting rights with respect to (i) potential amendments to the partnership agreement that would have a material adverse effect on the terms of the Series A Preferred Units, (ii) the creation or issuance of any Parity Securities (as defined in the partnership agreement) (including any additional Series A Preferred Units) if the cumulative distributions payable on then outstanding Series A Preferred Units (or Parity Securities, if applicable) are in arrears, (iii) the creation or issuance of any Senior Securities (as defined in the partnership agreement) and (iv) the declaration or payment of any distribution to the holders of common units out of capital surplus. |
Unitholders' Equity
Unitholders' Equity | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Wholesale Segment: Sales Gasoline and gasoline blendstocks $ 1,594,543 $ 559,685 $ 3,615,862 $ 1,526,452 Crude oil (1) 15,643 109,923 74,047 356,594 Other oils and related products (2) 279,467 292,427 1,372,042 1,249,457 Total $ 1,889,653 $ 962,035 $ 5,061,951 $ 3,132,503 Product margin Gasoline and gasoline blendstocks $ 5,586 $ 30,422 $ 54,423 $ 64,415 Crude oil (1) (7,606) (8,405) 2,885 3,248 Other oils and related products (2) 5,175 14,589 31,477 52,290 Total $ 3,155 $ 36,606 $ 88,785 $ 119,953 Gasoline Distribution and Station Operations Segment: Sales Gasoline $ 1,110,529 $ 897,440 $ 3,088,906 $ 2,524,823 Station operations (3) 124,481 94,856 312,455 258,309 Total $ 1,235,010 $ 992,296 $ 3,401,361 $ 2,783,132 Product margin Gasoline $ 91,335 $ 84,170 $ 238,434 $ 230,608 Station operations (3) 57,265 46,492 149,479 128,629 Total $ 148,600 $ 130,662 $ 387,913 $ 359,237 Commercial Segment: Sales $ 344,172 $ 205,415 $ 934,989 $ 604,425 Product margin $ 5,478 $ 5,022 $ 16,524 $ 13,335 Combined sales and Product margin: Sales $ 3,468,835 $ 2,159,746 $ 9,398,301 $ 6,520,060 Product margin (4) $ 157,233 $ 172,290 $ 493,222 $ 492,525 Depreciation allocated to cost of sales (22,259) (22,196) (64,657) (67,042) Combined gross profit $ 134,974 $ 150,094 $ 428,565 $ 425,483 (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 144 million gallons and 123 million gallons of the GDSO segment’s sales for the three months ended September 30, 2018 and 2017, respectively, and 388 million gallons and 361 million gallons of the GDSO segment’s sales for the nine months ended September 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 Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Combined gross profit $ 134,974 $ 150,094 $ 428,565 $ 425,483 Operating costs and expenses not allocated to operating segments: Selling, general and administrative expenses 42,127 40,134 121,447 111,600 Operating expenses 83,776 70,338 234,043 208,720 Gain on trustee taxes — — (52,627) — Lease exit and termination gain (3,506) — (3,506) — Amortization expense 3,079 2,260 7,984 6,781 Net loss (gain) on sale and disposition of assets 940 2,190 5,840 (7,291) Goodwill and long-lived asset impairment 414 809 414 809 Total operating costs and expenses 126,830 115,731 313,595 320,619 Operating income 8,144 34,363 114,970 104,864 Interest expense (22,579) (20,626) (65,637) (65,836) Income tax (expense) benefit (29) 723 900 (72) Net (loss) income (14,464) 14,460 50,233 38,956 Net loss attributable to noncontrolling interest 384 418 1,142 1,242 Net (loss) income attributable to Global Partners LP $ (14,080) $ 14,878 $ 51,375 $ 40,198 The Partnership’s foreign assets and foreign sales were immaterial as of and for the three and nine months ended September 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 September 30, 2018 and December 31, 2017 (in thousands): Wholesale Commercial GDSO Unallocated Total September 30, 2018 $ 723,006 $ — $ 1,447,625 $ 404,699 $ 2,575,330 December 31, 2017 $ 613,764 $ 100 $ 1,281,370 $ 424,935 $ 2,320,169 |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations | |
Business Combinations | Note 17. Business Combinations 2018 Acquisitions 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 Cheshire in a cash transaction. 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. The purchase price was approximately $33.4 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 Cheshire subsequent to the acquisition date. The purchase price allocation is considered preliminary, and additional adjustments may be recorded during the allocation period in accordance with the FASB’s guidance regarding business combinations. The purchase price allocation will be finalized as the Partnership receives additional information relevant to the acquisition, including the final valuation of the assets purchased, including tangible and intangible assets, and liabilities assumed. The following table presents the preliminary 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 $ 1,591 Property and equipment 26,943 Intangibles 337 Total identifiable assets purchased 28,871 Liabilities assumed: Environmental liabilities (1,174) Other non-current liabilities (109) Total liabilities assumed (1,283) Net identifiable assets acquired 27,588 Goodwill 5,853 Net assets acquired $ 33,441 Management is in the process of evaluating the purchase price accounting. The Partnership engaged a third-party valuation firm to assist in the valuation of Cheshire’s property and equipment and intangible assets consisting of in-place leases. This valuation continues to be in process and, during the three months ended September 30, 2018, the Partnership received preliminary fair values of these assets. The estimated fair values of property and equipment of $26.9 million and intangibles assets of $0.3 million were developed by management based on their estimates, assumptions and acquisition history including preliminary reports from the third-party valuation firm. The estimated fair values of the property and equipment and intangible assets will be supported by the valuations performed by the third-party valuation firm. It is possible that once the Partnership receives the completed valuations on the property and equipment and intangible assets, the final purchase price accounting may be different than what is presented above. The fair value of $1.2 million assigned to the assumption of environmental liabilities was developed by management based on their estimates, assumptions and acquisition history (see Note 12). The fair values of the remaining Cheshire assets and liabilities noted above approximate their carrying values at July 24, 2018. The preliminary 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 their estimates and assumptions. 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 $5.9 million of goodwill was recognized as the transaction expanded the Partnership’s retail presence in New Hampshire 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 Cheshire have been integrated into the GDSO reporting segment. 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 that are being amortized over one year. Amortization expense related to the intangible assets was immaterial for each of the three and nine months ended September 30, 2018. In connection with the acquisition of Cheshire, the Partnership incurred acquisition costs of approximately $0.4 million for each of the three and nine months ended September 30, 2018, which are included in selling, general and administrative expenses in the accompanying consolidated statements of operations for the respective periods. Cheshire’s revenues and net income included in the Partnership’s consolidated operating results from July 24, 2018, the acquisition date, through September 30, 2018 were immaterial. Acquisition from Champlain Oil Company, Inc .— On July 17, 2018, the Partnership acquired retail fuel and convenience store assets from Champlain in a cash transaction. The acquisition included 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 included 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. The purchase price was approximately $138.4 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 FASB’s guidance regarding business combinations. The Partnership’s financial statements include the results of operations of Champlain subsequent to the acquisition date. The purchase price allocation is considered preliminary, and additional adjustments may be recorded during the allocation period in accordance with the FASB’s guidance regarding business combinations. The purchase price allocation will be finalized as the Partnership receives additional information relevant to the acquisition, including the final valuation of the assets purchased, including tangible and intangible assets, and liabilities assumed. The following table presents the preliminary 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 $ 5,653 Prepaid expenses and other current assets 270 Property and equipment 93,175 Intangibles 13,576 Total identifiable assets purchased 112,674 Liabilities assumed: Accrued expenses and other current liabilities (176) Environmental liabilities (10,757) Other non-current liabilities (938) Total liabilities assumed (11,871) Net identifiable assets acquired 100,803 Goodwill 37,580 Net assets acquired $ 138,383 Management is in the process of evaluating the purchase price accounting. The Partnership engaged a third-party valuation firm to assist in the valuation of Champlain’s property and equipment and intangible assets consisting of dealer supply contracts, in-place leases and franchise rights. This valuation continues to be in process and, during the three months ended September 30, 2018, the Partnership received preliminary fair values of these assets. The estimated fair values of property and equipment of $93.2 million and intangibles assets of $13.6 million were developed by management based on their estimates, assumptions and acquisition history, including preliminary reports from the third-party valuation firm. The estimated fair values of the property and equipment and intangible assets will be supported by the valuations performed by the third-party valuation firm. It is possible that once the Partnership receives the completed valuations on the property and equipment and intangible assets, the final purchase price accounting may be different than what is presented above. The fair value of $10.7 million assigned to the assumption of environmental liabilities was developed by management based on their estimates, assumptions and acquisition history (see Note 12). The fair values of the remaining Champlain assets and liabilities noted above approximate their carrying values at July 17, 2018. The preliminary 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 their estimates and assumptions. 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 $37.6 million of goodwill was recognized as the transaction expanded the Partnership’s retail portfolio and geographic footprint in New England and provides additional volume to the Partnership’s terminals in New York and Vermont. The goodwill is expected to be tax deductible. The operations of Champlain have been integrated into the GDSO reporting segment. 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 dealer supply contracts, in-place leases and franchise rights that are being amortized between one and ten years. Amortization expense related to the intangible assets was $0.6 million for each of the three and nine months ended September 30, 2018. In connection with the acquisition of Champlain, the Partnership incurred acquisition costs of approximately $3.3 million and $3.5 million for the three and nine months ended September 30, 2018, respectively, which are included in selling, general and administrative expenses in the accompanying consolidated statements of operations for the respective periods Champlain’s revenues and net income included in the Partnership’s consolidated operating results from July 17, 2018, the acquisition date, through September 30, 2018 were immaterial. 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 FASB’s 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 nine months ended September 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 September 30, 2018 from $21.6 million at December 31, 2017 as follows (in thousands): Goodwill – December 31, 2017 $ 21,630 Decrease in environmental liabilities (139) Goodwill – September 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 $0.7 million for the three and nine months ended September 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 Cheshire, Champlain and Honey Farms from January 1, 2017 through the respective acquisition date, were immaterial. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 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 $0.3 million for the nine months ended September 30, 2018. The Partnership computed its tax provision for the three and nine months ended September 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 nine months ended September 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 September 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 2015. 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 September 30, 2018. There have been no changes to the provisional amounts recorded in the 2017 financial statements during the three and nine months ended September 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 | 9 Months Ended |
Sep. 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 September 30, 2018 Plan Derivatives Total Balance at June 30, 2018 $ (5,351) $ 88 $ (5,263) Other comprehensive income before reclassifications of gain (loss) 584 (67) 517 Amount of (loss) gain reclassified from accumulated other comprehensive income (16) — (16) Total comprehensive (loss) income 568 (67) 501 Balance at September 30, 2018 $ (4,783) $ 21 $ (4,762) Pension Nine Months Ended September 30, 2018 Plan Derivatives Total Balance at December 31, 2017 $ (5,333) $ (135) $ (5,468) Other comprehensive income before reclassifications of gain (loss) 598 156 754 Amount of (loss) gain reclassified from accumulated other comprehensive income (48) — (48) Total comprehensive income 550 156 706 Balance at September 30, 2018 $ (4,783) $ 21 $ (4,762) 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 | 9 Months Ended |
Sep. 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): Nine Months Ended September 30, 2018 2017 Borrowings from working capital revolving credit facility $ 1,595,000 $ 946,200 Payments on working capital revolving credit facility (1,414,000) (1,231,600) Net borrowings from (payments on) working capital revolving credit facility $ 181,000 $ (285,400) Borrowings from revolving credit facility $ 166,000 $ — Payments on revolving credit facility (117,800) (26,700) Net borrowings from (payments on) revolving credit facility $ 48,200 $ (26,700) |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 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 and the NYSDEC never issued an NOV in the matter. 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 has requested that the Partnership enter into a series of tolling agreements. 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 December 31, 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 | 9 Months Ended |
Sep. 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 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 2018, the FASB issued ASU 2018-13, “Changes to the Disclosure Requirements for Fair Value Measurement,” which amends existing guidance on disclosure requirements for fair value measurements. This standard requires prospective application on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty. The effects of other amendments must be applied retrospectively to all periods presented. This standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. The Partnership is assessing the impact this standard will have on its consolidated financial statements. 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 adoption 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 | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Event Abstract | |
Subsequent Event | Note 23. Subsequent Events Distribution to Common Unitholders —On October 26, 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 July 1, 2018 through September 30, 2018. On November 14, 2018, the Partnership will pay this cash distribution to its common unitholders of record as of the close of business on November 9, 2018. Distribution to Preferred Unitholders — On October 23, 2018, the board of directors of the General Partner declared the initial quarterly cash distribution of $0.6635 per unit on the Series A Preferred Units, covering the period from August 7, 2018 (the issuance date of the Series A Preferred Units) through November 14, 2018. This distribution will be payable on November 15, 2018 to holders of record as of the opening of business on November 1, 2018. |
Supplemental Guarantor Condense
Supplemental Guarantor Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 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 September 30, 2018 and December 31, 2017, the Condensed Consolidating Statements of Operations for the three and nine months ended September 30, 2018 and 2017 and the Condensed Consolidating Statements of Cash Flows for the nine months ended September 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 September 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 11,281 $ 1,170 $ — $ 12,451 Accounts receivable, net 407,467 7 63 407,537 Accounts receivable - affiliates 5,310 63 (63) 5,310 Inventories 481,457 — — 481,457 Brokerage margin deposits 15,226 — — 15,226 Derivative assets 7,281 — — 7,281 Prepaid expenses and other current assets 89,435 164 — 89,599 Total current assets 1,017,457 1,404 — 1,018,861 Property and equipment, net 1,105,406 4,486 — 1,109,892 Intangible assets, net 62,221 — — 62,221 Goodwill 352,550 — — 352,550 Other assets 31,806 — — 31,806 Total assets $ 2,569,440 $ 5,890 $ — $ 2,575,330 Liabilities and partners’ equity Current liabilities: Accounts payable $ 336,477 $ 53 $ — $ 336,530 Accounts payable - affiliates (34) 34 — — Working capital revolving credit facility - current portion 307,700 — — 307,700 Environmental liabilities - current portion 5,001 — — 5,001 Trustee taxes payable 37,734 — — 37,734 Accrued expenses and other current liabilities 97,209 168 — 97,377 Derivative liabilities 13,944 — — 13,944 Total current liabilities 798,031 255 — 798,286 Working capital revolving credit facility - less current portion 100,000 — — 100,000 Revolving credit facility 244,200 — — 244,200 Senior notes 663,775 — — 663,775 Environmental liabilities - less current portion 60,320 — — 60,320 Financing obligations 150,132 — — 150,132 Deferred tax liabilities 38,563 — — 38,563 Other long-term liabilities 53,572 — — 53,572 Total liabilities 2,108,593 255 — 2,108,848 Partners' equity Global Partners LP equity 460,847 3,412 — 464,259 Noncontrolling interest — 2,223 — 2,223 Total partners' equity 460,847 5,635 — 466,482 Total liabilities and partners' equity $ 2,569,440 $ 5,890 $ — $ 2,575,330 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 September 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 3,468,748 $ 230 $ (143) $ 3,468,835 Cost of sales 3,333,316 688 (143) 3,333,861 Gross profit (loss) 135,432 (458) — 134,974 Costs and operating expenses: Selling, general and administrative expenses 42,026 101 — 42,127 Operating expenses 83,376 400 — 83,776 Lease exit and termination gain (3,506) — — (3,506) Amortization expense 3,079 — — 3,079 Net loss on sale and disposition of assets 940 — — 940 Goodwill and long-lived asset impairment 414 — — 414 Total costs and operating expenses 126,329 501 — 126,830 Operating income (loss) 9,103 (959) — 8,144 Interest expense (22,579) — — (22,579) Loss before income tax expense (13,476) (959) — (14,435) Income tax expense (29) — — (29) Net loss (13,505) (959) — (14,464) Net loss attributable to noncontrolling interest — 384 — 384 Net loss attributable to Global Partners LP (13,505) (575) — (14,080) Less: General partners' interest in net loss, including incentive distribution rights (27) — — (27) Less: Series A preferred limited partner interest in net income 1,009 — — 1,009 Net loss attributable to common limited partners $ (14,487) $ (575) $ — $ (15,062) Condensed Consolidating Statement of Operations Three Months Ended September 30, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 2,159,174 $ 645 $ (73) $ 2,159,746 Cost of sales 2,008,467 1,258 (73) 2,009,652 Gross profit (loss) 150,707 (613) — 150,094 Costs and operating expenses: Selling, general and administrative expenses 40,049 85 — 40,134 Operating expenses 69,991 347 — 70,338 Amortization expense 2,260 — — 2,260 Net loss on sale and disposition of assets 2,190 — — 2,190 Goodwill and long-lived asset impairment 809 — — 809 Total costs and operating expenses 115,299 432 — 115,731 Operating income (loss) 35,408 (1,045) — 34,363 Interest expense (20,626) — — (20,626) Income (loss) before income tax benefit 14,782 (1,045) — 13,737 Income tax benefit 723 — — 723 Net income (loss) 15,505 (1,045) — 14,460 Net loss attributable to noncontrolling interest — 418 — 418 Net income (loss) attributable to Global Partners LP 15,505 (627) — 14,878 Less: General partners' interest in net income, including incentive distribution rights 100 — — 100 Less: Series A preferred limited partner interest in net income — — — — Net income (loss) attributable to common limited partners $ 15,405 $ (627) $ — $ 14,778 Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 9,397,696 $ 923 $ (318) $ 9,398,301 Cost of sales 8,967,733 2,321 (318) 8,969,736 Gross profit 429,963 (1,398) — 428,565 Costs and operating expenses: Selling, general and administrative expenses 121,154 293 — 121,447 Operating expenses 232,880 1,163 — 234,043 Gain on trustee taxes (52,627) — — (52,627) Lease exit and termination gain (3,506) — — (3,506) Amortization expense 7,984 — — 7,984 Net gain on sale and disposition of assets 5,840 — — 5,840 Goodwill and long-lived asset impairment 414 — — 414 Total costs and operating expenses 312,139 1,456 — 313,595 Operating income (loss) 117,824 (2,854) — 114,970 Interest expense (65,637) — — (65,637) Income (loss) before income tax benefit 52,187 (2,854) — 49,333 Income tax benefit 900 — — 900 Net income (loss) 53,087 (2,854) — 50,233 Net loss attributable to noncontrolling interest — 1,142 — 1,142 Net income (loss) attributable to Global Partners LP 53,087 (1,712) — 51,375 Less: General partners' interest in net income, including incentive distribution rights 479 — — 479 Less: Series A preferred limited partner interest in net income 1,009 — — 1,009 Net income (loss) attributable to common limited partners $ 51,599 $ (1,712) $ — $ 49,887 Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 6,518,172 $ 2,248 $ (360) $ 6,520,060 Cost of sales 6,091,125 3,812 (360) 6,094,577 Gross profit (loss) 427,047 (1,564) — 425,483 Costs and operating expenses: Selling, general and administrative expenses 111,280 320 — 111,600 Operating expenses 207,483 1,237 — 208,720 Amortization expense 6,781 — — 6,781 Net gain on sale and disposition of assets (7,274) (17) — (7,291) Goodwill and long-lived asset impairment 809 — — 809 Total costs and operating expenses 319,079 1,540 — 320,619 Operating income (loss) 107,968 (3,104) — 104,864 Interest expense (65,836) — — (65,836) Income (loss) before income tax expense 42,132 (3,104) — 39,028 Income tax expense (72) — — (72) Net income (loss) 42,060 (3,104) — 38,956 Net loss attributable to noncontrolling interest — 1,242 — 1,242 Net income (loss) attributable to Global Partners LP 42,060 (1,862) — 40,198 Less: General partners' interest in net income, including incentive distribution rights 270 — — 270 Less: Series A preferred limited partner interest in net income — — — — Net income (loss) attributable to common limited partners $ 41,790 $ (1,862) $ — $ 39,928 Condensed Consolidating Statement Cash Flows Nine Months Ended September 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash used in operating activities $ (45,249) $ (653) $ (45,902) Cash flows from investing activities Acquisitions (171,824) — (171,824) Capital expenditures (43,461) — (43,461) Seller note issuances (3,062) — (3,062) Proceeds from sale of property and equipment 14,930 — 14,930 Net cash used in investing activities (203,417) — (203,417) Cash flows from financing activities Net proceeds from issuance of Series A preferred units 66,366 — 66,366 Net borrowings from working capital revolving credit facility 181,000 — 181,000 Net borrowings from on revolving credit facility 48,200 — 48,200 LTIP units withheld for tax obligations (806) — (806) Distributions to partners (47,848) — (47,848) Net cash provided by financing activities 246,912 — 246,912 Cash and cash equivalents Decrease in cash and cash equivalents (1,754) (653) (2,407) Cash and cash equivalents at beginning of period 13,035 1,823 14,858 Cash and cash equivalents at end of period $ 11,281 $ 1,170 $ 12,451 Condensed Consolidating Statement Cash Flows Nine Months Ended September 30, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash provided by operating activities $ 361,387 $ 1,054 $ 362,441 Cash flows from investing activities Capital expenditures (31,646) — (31,646) Proceeds from sale of property and equipment 29,784 20 29,804 Net cash (used in) provided by investing activities (1,862) 20 (1,842) Cash flows from financing activities Net payments on working capital revolving credit facility (285,400) — (285,400) Net payments on revolving credit facility (26,700) — (26,700) LTIP units withheld for tax obligations (516) — (516) Noncontrolling interest capital contribution 279 — 279 Distribution to noncontrolling interest — (465) (465) Distributions to partners (46,970) — (46,970) Net cash used in financing activities (359,307) (465) (359,772) Cash and cash equivalents Increase in cash and cash equivalents 218 609 827 Cash and cash equivalents at beginning of period 9,373 655 10,028 Cash and cash equivalents at end of period $ 9,591 $ 1,264 $ 10,855 . |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The financial results of Cheshire and Champlain since the respective acquisition date are included in the accompanying statements of operations for the three and nine months ended September 30, 2018. The accompanying consolidated financial statements as of September 30, 2018 and December 31, 2017 and for the three and nine months ended September 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 nine months ended September 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 nine months ended September 30, 2018, did not impact cash flows from operations for the nine months ended September 30, 2018 and will not impact cash flows from operations for the year ending December 31, 2018. |
Lease Exit and Termination Gain | Lease Exit and Termination Gain In December 2016, the Partnership voluntarily terminated early a sublease with a counterparty for 1,610 railcars and, as result, recognized a lease exit and termination expense of $80.7 million for the year ended December 31, 2016. Contemporaneously with the sublease termination, the Partnership entered into to a fleet management services agreement with the counterparty, pursuant to which the Partnership was obligated to provide future railcar storage, freight, cleaning, insurance and other services on behalf of the counterparty associated with all 1,610 railcars. In January 2017, the counterparty paid the Partnership $19.1 million to cover the incremental costs associated with the Partnership’s obligations. The Partnership accrued the incremental costs associated with its obligations at present value based on the estimated timing of when the costs would be incurred in the future. Please read “Summary of Significant Accounting Policies—Leases— Early Termination of Railcar Sublease,” in Note 2 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2017 for additional information. During the quarter ended September 30, 2018, the Partnership was released from certain of its obligations to provide future railcar storage, freight, insurance and other services for 500 railcars under the fleet management services agreement. The release resulted in a $3.5 million reduction of the remaining accrued incremental costs, which benefit is included in lease exit and termination gain in the accompanying statements of operations for the three and nine months ended September 30, 2018. The remaining accrued incremental costs were $6.6 million at September 30, 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 Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 82 % 71 % 75 % 65 % Crude oil sales and crude oil logistics revenue — % 5 % 1 % 6 % Distillates (home heating oil, diesel and kerosene), residual oil and propane sales 14 % 20 % 21 % 25 % Convenience store sales, rental income and sundries 4 % 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 Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Wholesale segment 2 % 21 % 18 % 24 % Gasoline Distribution and Station Operations segment 95 % 76 % 79 % 73 % 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 nine months ended September 30, 2018 and 2017. . |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Wholesale segment 2 % 21 % 18 % 24 % Gasoline Distribution and Station Operations segment 95 % 76 % 79 % 73 % 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 Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 82 % 71 % 75 % 65 % Crude oil sales and crude oil logistics revenue — % 5 % 1 % 6 % Distillates (home heating oil, diesel and kerosene), residual oil and propane sales 14 % 20 % 21 % 25 % Convenience store sales, rental income and sundries 4 % 4 % 3 % 4 % Total 100 % 100 % 100 % 100 % |
Adoption of ASC 606, Revenue _2
Adoption of ASC 606, Revenue from Contract Customers (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue of contracts with customers by segment | Three Months Ended September 30, 2018 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels, crude oil and propane $ 331,012 $ 1,110,529 $ 212,368 $ 1,653,909 Station operations — 106,366 — 106,366 Total revenue from contracts with customers 331,012 1,216,895 212,368 1,760,275 Other sales: Revenue originating as physical forward contracts and exchanges 1,558,138 — 131,804 1,689,942 Revenue from leases 503 18,115 — 18,618 Total other sales 1,558,641 18,115 131,804 1,708,560 Total sales $ 1,889,653 $ 1,235,010 $ 344,172 $ 3,468,835 Nine Months Ended September 30, 2018 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels, crude oil and propane $ 1,091,627 $ 3,088,906 $ 574,588 $ 4,755,121 Station operations — 259,373 — 259,373 Total revenue from contracts with customers 1,091,627 3,348,279 574,588 5,014,494 Other sales: Revenue originating as physical forward contracts and exchanges 3,968,816 — 360,401 4,329,217 Revenue from leases 1,508 53,082 — 54,590 Total other sales 3,970,324 53,082 360,401 4,383,807 Total sales $ 5,061,951 $ 3,401,361 $ 934,989 $ 9,398,301 |
Net (Loss) Income Per Common _2
Net (Loss) Income Per Common Limited Partner Unit (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Net Income Per Common 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 September 30, 2018 Three Months Ended September 30, 2017 Common General Common General Limited Partner Limited Partner Numerator: Total Partners Interest IDRs Total Partners Interest IDRs Net (loss) income attributable to Global Partners LP $ (14,080) $ (14,053) $ (27) $ — $ 14,878 $ 14,778 $ 100 $ — Declared distribution $ 16,325 $ 16,149 $ 109 $ 67 $ 15,829 $ 15,723 $ 106 $ — Assumed allocation of undistributed net loss (30,405) (30,202) (203) — (951) (945) (6) — Assumed allocation of net (loss) income $ (14,080) $ (14,053) $ (94) $ 67 $ 14,878 $ 14,778 $ 100 $ — Less net income attributable to Series A preferred limited partners 1,009 — Net (loss) income attributable to common limited partners $ (15,062) $ 14,778 Denominator: Basic weighted average common units outstanding 34,114 33,644 Dilutive effect of phantom units — 301 Diluted weighted average common units outstanding 34,114 33,945 Basic net (loss) income per common limited partner unit $ (0.44) $ 0.44 Diluted net income per common limited partner unit (1) $ (0.44) $ 0.44 (1) Basic common limited partner units were used to calculate diluted earnings per common limited partner unit for the three months ended September 30, 2018, as using the effects of phantom units would have an anti-dilutive effect. Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Common General Common General Limited Partner Limited Partner Numerator: Total Partners Interest IDRs Total Partners Interest IDRs Net income attributable to Global Partners LP $ 51,375 $ 50,896 $ 479 $ — $ 40,198 $ 39,928 $ 270 $ — Declared distribution $ 48,479 $ 48,021 $ 324 $ 134 $ 47,487 $ 47,169 $ 318 $ — Assumed allocation of undistributed net income (loss) 2,896 2,875 21 — (7,289) (7,241) (48) — Assumed allocation of net income $ 51,375 $ 50,896 $ 345 $ 134 $ 40,198 $ 39,928 $ 270 $ — Less net income attributable to Series A preferred limited partners 1,009 — Net income attributable to common limited partners $ 49,887 $ 39,928 Denominator: Basic weighted average common units outstanding 33,680 33,570 Dilutive effect of phantom units 214 269 Diluted weighted average common units outstanding 33,894 33,839 Basic net income per common limited partner unit $ 1.48 $ 1.19 Diluted net income per common limited partner unit $ 1.47 $ 1.18 |
Schedule of 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 October 26, 2018 $ 0.4750 September 30, 2018 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventories | |
Schedule of inventories (in thousands) | September 30, December 31, 2018 2017 Distillates: home heating oil, diesel and kerosene $ 167,995 $ 183,059 Gasoline 199,796 81,504 Gasoline blendstocks 45,491 26,789 Crude oil 16,685 10,809 Residual oil 28,664 28,442 Propane and other 1,048 1,659 Renewable identification numbers (RINs) 593 380 Convenience store inventory 21,185 18,101 Total $ 481,457 $ 350,743 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets | |
Schedule of changes in goodwill by segment (in thousands) | Balance at December 31, 2017 $ 312,401 Acquisition of Cheshire (1) 5,853 Acquisition of Champlain (1) 37,580 Acquisition of Honey Farms—change in goodwill (1) (139) Dispositions (2) (3,145) Balance at September 30, 2018 $ 352,550 (1) See Note 17 for information on the Partnership’s business combinations. (2) 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) | 9 Months Ended |
Sep. 30, 2018 | |
Property and Equipment | |
Schedule of components of property and equipment (in thousands) | September 30, December 31, 2018 2017 Buildings and improvements $ 1,126,585 $ 1,015,386 Land 424,916 409,146 Fixtures and equipment 43,540 42,959 Idle plant assets 30,500 30,500 Construction in process 26,739 22,403 Capitalized internal use software 30,870 30,626 Total property and equipment 1,683,150 1,551,020 Less accumulated depreciation 573,258 514,353 Total $ 1,109,892 $ 1,036,667 |
Sale and Disposition of Assets
Sale and Disposition of Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Sale and Disposition of Assets | |
Schedule of (gain) loss on sale and dispositions of assets (in thousands) | Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Sale of natural gas brokerage and electricity businesses $ — $ — $ — $ (14,172) Periodic divestiture of gasoline stations 40 77 (183) 253 Strategic asset divestiture program (168) 375 987 825 Loss on assets held for sale 1,056 1,571 4,590 5,010 Other 12 167 446 793 Total $ 940 $ 2,190 $ 5,840 $ (7,291) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Financial Instruments | |
Schedule of notional values of derivative instruments | Units (1) Unit of Measure Exchange-Traded Derivatives Long 58,471 Thousands of barrels Short (63,076) Thousands of barrels OTC Derivatives (Petroleum/Ethanol) Long 8,879 Thousands of barrels Short (6,639) 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 Nine Months Ended Recognized in Income on September 30, September 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 $ (12,776) $ (3,930) $ (22,507) $ 36,990 Hedged items in fair value hedge relationship Physical inventory Cost of sales $ 12,786 $ 4,370 $ 24,160 $ (37,412) |
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 Nine Months Ended Derivatives not designated as Recognized in September 30, September 30, hedging instruments Income on Derivatives 2018 2017 2018 2017 Commodity contracts Cost of sales $ (1,162) $ 6,470 $ 2,411 $ 9,212 |
Schedule of fair values of derivative instruments and location in consolidated balance sheets (in thousands) | September 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 $ — $ 41,477 $ 41,477 Interest rate swaps Prepaid expenses and other current assets — 22 22 Forward derivative contracts (1) Derivative assets — 7,281 7,281 Total asset derivatives $ — $ 48,780 $ 48,780 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ (6,792) $ (50,993) $ (57,785) Forward derivative contracts (1) Derivative liabilities — (13,944) (13,944) Total liability derivatives $ (6,792) $ (64,937) $ (71,729) 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) | 9 Months Ended |
Sep. 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 September 30, 2018 Cash Collateral Level 1 Level 2 Level 3 Netting Total Assets: Forward derivative contracts (1) $ — $ 5,426 $ 1,855 $ — $ 7,281 Interest rate swaps — 22 — — 22 Exchange-traded/cleared derivative instruments (2) (16,308) — — 31,534 15,226 Pension plans 18,065 — — — 18,065 Total assets $ 1,757 $ 5,448 $ 1,855 $ 31,534 $ 40,594 Liabilities: Forward derivative contracts (1) $ — $ (12,109) $ (1,835) $ — $ (13,944) 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) | September 30, 2018 December 31, 2017 Face Fair Face Fair Value Value Value Value 6.25% senior notes $ 375,000 $ 372,187 $ 375,000 $ 383,906 7.00% senior notes $ 300,000 $ 305,250 $ 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 1,043 Derivatives sold during the period (1,032) Realized gains (losses) recorded in cost of sales (494) Unrealized gains (losses) recorded in cost of sales 907 Fair value at September 30, 2018 $ 20 |
Environmental Liabilities and_2
Environmental Liabilities and RINs (Tables) | 9 Months Ended |
Sep. 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, Additions Payments Dispositions Adjustments September 30, Environmental Liability Related to: 2017 2018 2018 2018 2018 2018 Retail gasoline stations $ 53,569 $ 11,931 $ (1,833) $ (1,551) $ (1,101) $ 61,015 Terminals 4,408 — (102) — — 4,306 Total environmental liabilities $ 57,977 $ 11,931 $ (1,935) $ (1,551) $ (1,101) $ 65,321 Current portion $ 5,009 $ 5,001 Long-term portion 52,968 60,320 Total environmental liabilities $ 57,977 $ 65,321 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions | |
Schedule of receivables from related parties (in thousands) | September 30, December 31, 2018 2017 Receivables from GPC $ 248 $ 7 Receivables from the General Partner (1) 5,062 3,766 Total $ 5,310 $ 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) | 9 Months Ended |
Sep. 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 (99,076) 39.35 Forfeited (26,964) 22.07 Outstanding non—vested phantom units at September 30, 2018 823,177 23.92 |
Partners' Equity and Cash Dis_2
Partners' Equity and Cash Distributions (Tables) | 9 Months Ended |
Sep. 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 8/14/2018 06/30/18 16,149 109 67 16,325 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting | |
Summary of financial information for the reportable segments (in thousands) | Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Wholesale Segment: Sales Gasoline and gasoline blendstocks $ 1,594,543 $ 559,685 $ 3,615,862 $ 1,526,452 Crude oil (1) 15,643 109,923 74,047 356,594 Other oils and related products (2) 279,467 292,427 1,372,042 1,249,457 Total $ 1,889,653 $ 962,035 $ 5,061,951 $ 3,132,503 Product margin Gasoline and gasoline blendstocks $ 5,586 $ 30,422 $ 54,423 $ 64,415 Crude oil (1) (7,606) (8,405) 2,885 3,248 Other oils and related products (2) 5,175 14,589 31,477 52,290 Total $ 3,155 $ 36,606 $ 88,785 $ 119,953 Gasoline Distribution and Station Operations Segment: Sales Gasoline $ 1,110,529 $ 897,440 $ 3,088,906 $ 2,524,823 Station operations (3) 124,481 94,856 312,455 258,309 Total $ 1,235,010 $ 992,296 $ 3,401,361 $ 2,783,132 Product margin Gasoline $ 91,335 $ 84,170 $ 238,434 $ 230,608 Station operations (3) 57,265 46,492 149,479 128,629 Total $ 148,600 $ 130,662 $ 387,913 $ 359,237 Commercial Segment: Sales $ 344,172 $ 205,415 $ 934,989 $ 604,425 Product margin $ 5,478 $ 5,022 $ 16,524 $ 13,335 Combined sales and Product margin: Sales $ 3,468,835 $ 2,159,746 $ 9,398,301 $ 6,520,060 Product margin (4) $ 157,233 $ 172,290 $ 493,222 $ 492,525 Depreciation allocated to cost of sales (22,259) (22,196) (64,657) (67,042) Combined gross profit $ 134,974 $ 150,094 $ 428,565 $ 425,483 (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 Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Combined gross profit $ 134,974 $ 150,094 $ 428,565 $ 425,483 Operating costs and expenses not allocated to operating segments: Selling, general and administrative expenses 42,127 40,134 121,447 111,600 Operating expenses 83,776 70,338 234,043 208,720 Gain on trustee taxes — — (52,627) — Lease exit and termination gain (3,506) — (3,506) — Amortization expense 3,079 2,260 7,984 6,781 Net loss (gain) on sale and disposition of assets 940 2,190 5,840 (7,291) Goodwill and long-lived asset impairment 414 809 414 809 Total operating costs and expenses 126,830 115,731 313,595 320,619 Operating income 8,144 34,363 114,970 104,864 Interest expense (22,579) (20,626) (65,637) (65,836) Income tax (expense) benefit (29) 723 900 (72) Net (loss) income (14,464) 14,460 50,233 38,956 Net loss attributable to noncontrolling interest 384 418 1,142 1,242 Net (loss) income attributable to Global Partners LP $ (14,080) $ 14,878 $ 51,375 $ 40,198 |
Schedule of total assets by reportable segment (in thousands) | Wholesale Commercial GDSO Unallocated Total September 30, 2018 $ 723,006 $ — $ 1,447,625 $ 404,699 $ 2,575,330 December 31, 2017 $ 613,764 $ 100 $ 1,281,370 $ 424,935 $ 2,320,169 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Champlain Oil Company [Member] | |
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 $ 5,653 Prepaid expenses and other current assets 270 Property and equipment 93,175 Intangibles 13,576 Total identifiable assets purchased 112,674 Liabilities assumed: Accrued expenses and other current liabilities (176) Environmental liabilities (10,757) Other non-current liabilities (938) Total liabilities assumed (11,871) Net identifiable assets acquired 100,803 Goodwill 37,580 Net assets acquired $ 138,383 |
Cheshire Oil Company [Member] | |
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 $ 1,591 Property and equipment 26,943 Intangibles 337 Total identifiable assets purchased 28,871 Liabilities assumed: Environmental liabilities (1,174) Other non-current liabilities (109) Total liabilities assumed (1,283) Net identifiable assets acquired 27,588 Goodwill 5,853 Net assets acquired $ 33,441 |
Honey Farms Acquisition [Member] | |
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 – December 31, 2017 $ 21,630 Decrease in environmental liabilities (139) Goodwill – September 30, 2018 $ 21,491 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 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 September 30, 2018 Plan Derivatives Total Balance at June 30, 2018 $ (5,351) $ 88 $ (5,263) Other comprehensive income before reclassifications of gain (loss) 584 (67) 517 Amount of (loss) gain reclassified from accumulated other comprehensive income (16) — (16) Total comprehensive (loss) income 568 (67) 501 Balance at September 30, 2018 $ (4,783) $ 21 $ (4,762) Pension Nine Months Ended September 30, 2018 Plan Derivatives Total Balance at December 31, 2017 $ (5,333) $ (135) $ (5,468) Other comprehensive income before reclassifications of gain (loss) 598 156 754 Amount of (loss) gain reclassified from accumulated other comprehensive income (48) — (48) Total comprehensive income 550 156 706 Balance at September 30, 2018 $ (4,783) $ 21 $ (4,762) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of cash flow supplemental information (in thousands) | Nine Months Ended September 30, 2018 2017 Borrowings from working capital revolving credit facility $ 1,595,000 $ 946,200 Payments on working capital revolving credit facility (1,414,000) (1,231,600) Net borrowings from (payments on) working capital revolving credit facility $ 181,000 $ (285,400) Borrowings from revolving credit facility $ 166,000 $ — Payments on revolving credit facility (117,800) (26,700) Net borrowings from (payments on) revolving credit facility $ 48,200 $ (26,700) |
Supplemental Guarantor Conden_2
Supplemental Guarantor Condensed Consolidating Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Guarantor Condensed Consolidating Financial Statements | |
Schedule of condensed consolidating balance sheets (in thousands) | Condensed Consolidating Balance Sheet September 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 11,281 $ 1,170 $ — $ 12,451 Accounts receivable, net 407,467 7 63 407,537 Accounts receivable - affiliates 5,310 63 (63) 5,310 Inventories 481,457 — — 481,457 Brokerage margin deposits 15,226 — — 15,226 Derivative assets 7,281 — — 7,281 Prepaid expenses and other current assets 89,435 164 — 89,599 Total current assets 1,017,457 1,404 — 1,018,861 Property and equipment, net 1,105,406 4,486 — 1,109,892 Intangible assets, net 62,221 — — 62,221 Goodwill 352,550 — — 352,550 Other assets 31,806 — — 31,806 Total assets $ 2,569,440 $ 5,890 $ — $ 2,575,330 Liabilities and partners’ equity Current liabilities: Accounts payable $ 336,477 $ 53 $ — $ 336,530 Accounts payable - affiliates (34) 34 — — Working capital revolving credit facility - current portion 307,700 — — 307,700 Environmental liabilities - current portion 5,001 — — 5,001 Trustee taxes payable 37,734 — — 37,734 Accrued expenses and other current liabilities 97,209 168 — 97,377 Derivative liabilities 13,944 — — 13,944 Total current liabilities 798,031 255 — 798,286 Working capital revolving credit facility - less current portion 100,000 — — 100,000 Revolving credit facility 244,200 — — 244,200 Senior notes 663,775 — — 663,775 Environmental liabilities - less current portion 60,320 — — 60,320 Financing obligations 150,132 — — 150,132 Deferred tax liabilities 38,563 — — 38,563 Other long-term liabilities 53,572 — — 53,572 Total liabilities 2,108,593 255 — 2,108,848 Partners' equity Global Partners LP equity 460,847 3,412 — 464,259 Noncontrolling interest — 2,223 — 2,223 Total partners' equity 460,847 5,635 — 466,482 Total liabilities and partners' equity $ 2,569,440 $ 5,890 $ — $ 2,575,330 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 September 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 3,468,748 $ 230 $ (143) $ 3,468,835 Cost of sales 3,333,316 688 (143) 3,333,861 Gross profit (loss) 135,432 (458) — 134,974 Costs and operating expenses: Selling, general and administrative expenses 42,026 101 — 42,127 Operating expenses 83,376 400 — 83,776 Lease exit and termination gain (3,506) — — (3,506) Amortization expense 3,079 — — 3,079 Net loss on sale and disposition of assets 940 — — 940 Goodwill and long-lived asset impairment 414 — — 414 Total costs and operating expenses 126,329 501 — 126,830 Operating income (loss) 9,103 (959) — 8,144 Interest expense (22,579) — — (22,579) Loss before income tax expense (13,476) (959) — (14,435) Income tax expense (29) — — (29) Net loss (13,505) (959) — (14,464) Net loss attributable to noncontrolling interest — 384 — 384 Net loss attributable to Global Partners LP (13,505) (575) — (14,080) Less: General partners' interest in net loss, including incentive distribution rights (27) — — (27) Less: Series A preferred limited partner interest in net income 1,009 — — 1,009 Net loss attributable to common limited partners $ (14,487) $ (575) $ — $ (15,062) Condensed Consolidating Statement of Operations Three Months Ended September 30, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 2,159,174 $ 645 $ (73) $ 2,159,746 Cost of sales 2,008,467 1,258 (73) 2,009,652 Gross profit (loss) 150,707 (613) — 150,094 Costs and operating expenses: Selling, general and administrative expenses 40,049 85 — 40,134 Operating expenses 69,991 347 — 70,338 Amortization expense 2,260 — — 2,260 Net loss on sale and disposition of assets 2,190 — — 2,190 Goodwill and long-lived asset impairment 809 — — 809 Total costs and operating expenses 115,299 432 — 115,731 Operating income (loss) 35,408 (1,045) — 34,363 Interest expense (20,626) — — (20,626) Income (loss) before income tax benefit 14,782 (1,045) — 13,737 Income tax benefit 723 — — 723 Net income (loss) 15,505 (1,045) — 14,460 Net loss attributable to noncontrolling interest — 418 — 418 Net income (loss) attributable to Global Partners LP 15,505 (627) — 14,878 Less: General partners' interest in net income, including incentive distribution rights 100 — — 100 Less: Series A preferred limited partner interest in net income — — — — Net income (loss) attributable to common limited partners $ 15,405 $ (627) $ — $ 14,778 Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 9,397,696 $ 923 $ (318) $ 9,398,301 Cost of sales 8,967,733 2,321 (318) 8,969,736 Gross profit 429,963 (1,398) — 428,565 Costs and operating expenses: Selling, general and administrative expenses 121,154 293 — 121,447 Operating expenses 232,880 1,163 — 234,043 Gain on trustee taxes (52,627) — — (52,627) Lease exit and termination gain (3,506) — — (3,506) Amortization expense 7,984 — — 7,984 Net gain on sale and disposition of assets 5,840 — — 5,840 Goodwill and long-lived asset impairment 414 — — 414 Total costs and operating expenses 312,139 1,456 — 313,595 Operating income (loss) 117,824 (2,854) — 114,970 Interest expense (65,637) — — (65,637) Income (loss) before income tax benefit 52,187 (2,854) — 49,333 Income tax benefit 900 — — 900 Net income (loss) 53,087 (2,854) — 50,233 Net loss attributable to noncontrolling interest — 1,142 — 1,142 Net income (loss) attributable to Global Partners LP 53,087 (1,712) — 51,375 Less: General partners' interest in net income, including incentive distribution rights 479 — — 479 Less: Series A preferred limited partner interest in net income 1,009 — — 1,009 Net income (loss) attributable to common limited partners $ 51,599 $ (1,712) $ — $ 49,887 Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 6,518,172 $ 2,248 $ (360) $ 6,520,060 Cost of sales 6,091,125 3,812 (360) 6,094,577 Gross profit (loss) 427,047 (1,564) — 425,483 Costs and operating expenses: Selling, general and administrative expenses 111,280 320 — 111,600 Operating expenses 207,483 1,237 — 208,720 Amortization expense 6,781 — — 6,781 Net gain on sale and disposition of assets (7,274) (17) — (7,291) Goodwill and long-lived asset impairment 809 — — 809 Total costs and operating expenses 319,079 1,540 — 320,619 Operating income (loss) 107,968 (3,104) — 104,864 Interest expense (65,836) — — (65,836) Income (loss) before income tax expense 42,132 (3,104) — 39,028 Income tax expense (72) — — (72) Net income (loss) 42,060 (3,104) — 38,956 Net loss attributable to noncontrolling interest — 1,242 — 1,242 Net income (loss) attributable to Global Partners LP 42,060 (1,862) — 40,198 Less: General partners' interest in net income, including incentive distribution rights 270 — — 270 Less: Series A preferred limited partner interest in net income — — — — Net income (loss) attributable to common limited partners $ 41,790 $ (1,862) $ — $ 39,928 |
Schedule of condensed consolidating statements of cash flows (in thousands) | Condensed Consolidating Statement Cash Flows Nine Months Ended September 30, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash used in operating activities $ (45,249) $ (653) $ (45,902) Cash flows from investing activities Acquisitions (171,824) — (171,824) Capital expenditures (43,461) — (43,461) Seller note issuances (3,062) — (3,062) Proceeds from sale of property and equipment 14,930 — 14,930 Net cash used in investing activities (203,417) — (203,417) Cash flows from financing activities Net proceeds from issuance of Series A preferred units 66,366 — 66,366 Net borrowings from working capital revolving credit facility 181,000 — 181,000 Net borrowings from on revolving credit facility 48,200 — 48,200 LTIP units withheld for tax obligations (806) — (806) Distributions to partners (47,848) — (47,848) Net cash provided by financing activities 246,912 — 246,912 Cash and cash equivalents Decrease in cash and cash equivalents (1,754) (653) (2,407) Cash and cash equivalents at beginning of period 13,035 1,823 14,858 Cash and cash equivalents at end of period $ 11,281 $ 1,170 $ 12,451 Condensed Consolidating Statement Cash Flows Nine Months Ended September 30, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash provided by operating activities $ 361,387 $ 1,054 $ 362,441 Cash flows from investing activities Capital expenditures (31,646) — (31,646) Proceeds from sale of property and equipment 29,784 20 29,804 Net cash (used in) provided by investing activities (1,862) 20 (1,842) Cash flows from financing activities Net payments on working capital revolving credit facility (285,400) — (285,400) Net payments on revolving credit facility (26,700) — (26,700) LTIP units withheld for tax obligations (516) — (516) Noncontrolling interest capital contribution 279 — 279 Distribution to noncontrolling interest — (465) (465) Distributions to partners (46,970) — (46,970) Net cash used in financing activities (359,307) (465) (359,772) Cash and cash equivalents Increase in cash and cash equivalents 218 609 827 Cash and cash equivalents at beginning of period 9,373 655 10,028 Cash and cash equivalents at end of period $ 9,591 $ 1,264 $ 10,855 |
Organization and Basis of Pre_4
Organization and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Aug. 07, 2018$ / sharesshares | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($)item$ / sharesshares | Dec. 31, 2017shares |
Organization | ||||
Number of owned, leased and/or supplied gasoline stations | item | 1,589 | |||
Number of convenience stores | item | 301 | |||
General partner interest (as a percent) | 0.67% | |||
Initial distribution rate (as a percentage) | 9.75% | |||
Liquidation preference (in dollars per unit) | $ / shares | $ 25 | |||
Trustee taxes | ||||
Gain on trustee taxes | $ | $ 52,627 | $ 52,627 | ||
Global Partners LP [Member] | Affiliates of general partner | ||||
Organization | ||||
Limited partner ownership interest (as a percent) | 21.60% | |||
Common Limited Partners | ||||
Organization | ||||
Number of common units held | 33,744,168 | 33,645,092 | ||
Common Limited Partners | Affiliates of general partner | ||||
Organization | ||||
Number of common units held | 7,347,370 | |||
Series A Preferred Limited Partners | ||||
Organization | ||||
Number of common units held | 2,760,000 | 0 | ||
Number of units sold | 2,760,000 | |||
Initial distribution rate (as a percentage) | 9.75% | |||
Liquidation preference (in dollars per unit) | $ / shares | $ 25 | |||
Sale price (in dollars per unit) | $ / shares | $ 25 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Lease Exit (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2017USD ($) | Dec. 31, 2016item | Sep. 30, 2018USD ($)item | Sep. 30, 2018USD ($) | Dec. 31, 2016USD ($) | |
Leases | |||||
Number of railcars released | item | 1,610 | 500 | |||
Lease exit gain (loss) | $ 3.5 | $ 3.5 | $ (80.7) | ||
Proceeds for incremental costs | $ 19.1 | ||||
Remaining accrued incremental costs | $ 6.6 | $ 6.6 |
Organization and Basis of Pre_5
Organization and Basis of Presentation - NCI (Details) | Feb. 01, 2013 |
Basin Transload LLC | |
Business combination | |
Percentage of outstanding membership interests acquired | 60.00% |
Organization and Basis of Pre_6
Organization and Basis of Presentation - Risk, Impairment, etc. (Details) - customer | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 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 | 82.00% | 71.00% | 75.00% | 65.00% |
Sales Revenue | Product | Crude Oil | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 5.00% | 1.00% | 6.00% | |
Sales Revenue | Product | Distillates, residual oil and propane sales | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 14.00% | 20.00% | 21.00% | 25.00% |
Sales Revenue | Product | Station operations (convenience stores, rental and sundries) | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 4.00% | 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 | 2.00% | 21.00% | 18.00% | 24.00% |
Product Margin [Member] | Gasoline Distribution and Station Operations Segment | ||||
Concentration of Risk | ||||
Percentage of consolidated total | 95.00% | 76.00% | 79.00% | 73.00% |
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 _3
Adoption of ASC 606, Revenue from Contract Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | $ 1,760,275 | $ 5,014,494 | |||
Revenue originating as physical forward contracts and exchanges | 1,689,942 | 4,329,217 | |||
Revenue from leases | 18,618 | 54,590 | |||
Total other sales | 1,708,560 | 4,383,807 | |||
Total sales | 3,468,835 | $ 2,159,746 | 9,398,301 | $ 6,520,060 | |
Contract with Customer, Asset and Liability [Abstract] | |||||
Contract liabilities | 0 | 0 | $ 0 | ||
Refined Petroleum Products, Renewable Fuels, Crude Oil And Propane [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 1,653,909 | 4,755,121 | |||
Station operations (convenience stores, rental and sundries) | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 106,366 | $ 259,373 | |||
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 | 331,012 | $ 1,091,627 | |||
Revenue originating as physical forward contracts and exchanges | 1,558,138 | 3,968,816 | |||
Revenue from leases | 503 | 1,508 | |||
Total other sales | 1,558,641 | 3,970,324 | |||
Total sales | 1,889,653 | 962,035 | 5,061,951 | 3,132,503 | |
Wholesale Segment | Refined Petroleum Products, Renewable Fuels, Crude Oil And Propane [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 331,012 | 1,091,627 | |||
Gasoline Distribution and Station Operations Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 1,216,895 | 3,348,279 | |||
Revenue from leases | 18,115 | 53,082 | |||
Total other sales | 18,115 | 53,082 | |||
Total sales | 1,235,010 | 992,296 | 3,401,361 | 2,783,132 | |
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 | 1,110,529 | 3,088,906 | |||
Gasoline Distribution and Station Operations Segment | Station operations (convenience stores, rental and sundries) | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 106,366 | 259,373 | |||
Total sales | 124,481 | 94,856 | 312,455 | 258,309 | |
Commercial Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | 212,368 | 574,588 | |||
Revenue originating as physical forward contracts and exchanges | 131,804 | 360,401 | |||
Total other sales | 131,804 | 360,401 | |||
Total sales | 344,172 | $ 205,415 | 934,989 | $ 604,425 | |
Commercial Segment | Refined Petroleum Products, Renewable Fuels, Crude Oil And Propane [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contracts with customers | $ 212,368 | $ 574,588 |
Net (Loss) Income Per Common _3
Net (Loss) Income Per Common Limited Partner Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 26, 2018 | Oct. 23, 2018 | Jul. 27, 2018 | Apr. 27, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Net (Loss) Income Per Limited Partner Unit | |||||||||
Repurchased units not deemed outstanding | 251,395 | 251,395 | 350,471 | ||||||
Net (loss) income attributable to Global Partners LP | $ (14,080) | $ 14,878 | $ 51,375 | $ 40,198 | |||||
Declared distribution | 16,325 | 15,829 | 48,479 | 47,487 | |||||
Assumed allocation of undistributed net loss | (30,405) | (951) | 2,896 | (7,289) | |||||
Assumed allocation of net (loss) income | (14,080) | 14,878 | 51,375 | 40,198 | |||||
Limited Partner Interest | |||||||||
Net (Loss) Income Per Limited Partner Unit | |||||||||
Net (loss) income attributable to Global Partners LP | (14,053) | 14,778 | 50,896 | 39,928 | |||||
Declared distribution | 16,149 | 15,723 | 48,021 | 47,169 | |||||
Assumed allocation of undistributed net loss | (30,202) | (945) | 2,875 | (7,241) | |||||
Assumed allocation of net (loss) income | (14,053) | 14,778 | 50,896 | 39,928 | |||||
General Partner, Global GP LLC | |||||||||
Net (Loss) Income Per Limited Partner Unit | |||||||||
Net (loss) income attributable to Global Partners LP | (27) | 100 | 479 | 270 | |||||
Declared distribution | 109 | 106 | 324 | 318 | |||||
Assumed allocation of undistributed net loss | (203) | (6) | 21 | (48) | |||||
Assumed allocation of net (loss) income | (94) | $ 100 | 345 | $ 270 | |||||
IDRs | |||||||||
Net (Loss) Income Per Limited Partner Unit | |||||||||
Declared distribution | 67 | 134 | |||||||
Assumed allocation of net (loss) income | $ 67 | $ 134 | |||||||
Common Limited Partners | |||||||||
Denominator: | |||||||||
Basic weighted average limited partner units outstanding | 34,114,000 | 33,644,000 | 33,680,000 | 33,570,000 | |||||
Diluted weighted average limited partner units outstanding | 34,114,000 | 33,945,000 | 33,894,000 | 33,839,000 | |||||
Basic net income per limited partner unit | $ (0.44) | $ 0.44 | $ 1.48 | $ 1.19 | |||||
Diluted net income per limited partner unit | $ (0.44) | $ 0.44 | $ 1.47 | $ 1.18 | |||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.4750 | $ 0.4625 | |||||||
Common Limited Partners | Subsequent event | |||||||||
Denominator: | |||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.4750 | ||||||||
Common Limited Partners | Limited Partner Interest | |||||||||
Net (Loss) Income Per Limited Partner Unit | |||||||||
Assumed allocation of net (loss) income | $ (15,062) | $ 14,778 | $ 49,887 | $ 39,928 | |||||
Denominator: | |||||||||
Basic weighted average limited partner units outstanding | 34,114,000 | 33,644,000 | 33,680,000 | 33,570,000 | |||||
Dilutive effect of phantom units | 301,000 | 214,000 | 269,000 | ||||||
Diluted weighted average limited partner units outstanding | 34,114,000 | 33,945,000 | 33,894,000 | 33,839,000 | |||||
Basic net income per limited partner unit | $ (0.44) | $ 0.44 | $ 1.48 | $ 1.19 | |||||
Diluted net income per limited partner unit | $ (0.44) | $ 0.44 | $ 1.47 | $ 1.18 | |||||
Series A Preferred Limited Partners | |||||||||
Denominator: | |||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.6635 | ||||||||
Series A Preferred Limited Partners | Subsequent event | |||||||||
Denominator: | |||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.6635 | ||||||||
Series A Preferred Limited Partners | Limited Partner Interest | |||||||||
Net (Loss) Income Per Limited Partner Unit | |||||||||
Assumed allocation of net (loss) income | $ 1,009 | $ 1,009 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventories | ||
Inventories | $ 481,457 | $ 350,743 |
Positive exchange balances on inventory exchange agreements accounted for as accounts receivable | 8,000 | 9,500 |
Negative exchange balances on inventory exchange agreements accounted for as accounts payable | 18,100 | 8,400 |
Distillates, residual oil and propane sales | ||
Inventories | ||
Inventories | 167,995 | 183,059 |
Gasoline | ||
Inventories | ||
Inventories | 199,796 | 81,504 |
Gasoline blendstocks | ||
Inventories | ||
Inventories | 45,491 | 26,789 |
Crude Oil | ||
Inventories | ||
Inventories | 16,685 | 10,809 |
Residual oil | ||
Inventories | ||
Inventories | 28,664 | 28,442 |
Propane and other | ||
Inventories | ||
Inventories | 1,048 | 1,659 |
Renewable identification numbers (RINs) | ||
Inventories | ||
Inventories | 593 | 380 |
Convenience store inventory | ||
Inventories | ||
Inventories | $ 21,185 | $ 18,101 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Roll forward of the Partnership's goodwill | |
Goodwill, Beginning Balance | $ 312,401 |
Goodwill, Ending Balance | 352,550 |
Gasoline Distribution and Station Operations Segment | |
Roll forward of the Partnership's goodwill | |
Goodwill, Beginning Balance | 312,401 |
Disposals | (3,145) |
Goodwill, Ending Balance | 352,550 |
Cheshire Oil Company [Member] | Gasoline Distribution and Station Operations Segment | |
Roll forward of the Partnership's goodwill | |
Acquisition | 5,853 |
Champlain Oil Company [Member] | Gasoline Distribution and Station Operations Segment | |
Roll forward of the Partnership's goodwill | |
Acquisition | 37,580 |
Honey Farms Acquisition [Member] | |
Roll forward of the Partnership's goodwill | |
Goodwill, Beginning Balance | 21,630 |
Acquisition of Honey Farms - change in goodwill | (139) |
Goodwill, Ending Balance | 21,491 |
Honey Farms Acquisition [Member] | Gasoline Distribution and Station Operations Segment | |
Roll forward of the Partnership's goodwill | |
Acquisition of Honey Farms - change in goodwill | $ (139) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Property and Equipment | |||||
Total property and equipment | $ 1,683,150 | $ 1,683,150 | $ 1,551,020 | ||
Less accumulated depreciation | 573,258 | 573,258 | 514,353 | ||
Total | 1,109,892 | 1,109,892 | 1,036,667 | ||
Assets held for sale | 11,500 | 11,500 | 12,400 | ||
Long-lived asset impairment | 414 | $ 809 | 414 | $ 809 | |
West Coast Of USA [Member] | |||||
Property and Equipment | |||||
Long-lived assets subject to impairment | 52,600 | 52,600 | |||
Buildings and improvements | |||||
Property and Equipment | |||||
Total property and equipment | 1,126,585 | 1,126,585 | 1,015,386 | ||
Land | |||||
Property and Equipment | |||||
Total property and equipment | 424,916 | 424,916 | 409,146 | ||
Fixtures and equipment | |||||
Property and Equipment | |||||
Total property and equipment | 43,540 | 43,540 | 42,959 | ||
Idle Plant Assets [Member] | |||||
Property and Equipment | |||||
Total property and equipment | 30,500 | 30,500 | 30,500 | ||
Idle Plant Assets [Member] | West Coast Of USA [Member] | |||||
Property and Equipment | |||||
Long-lived assets subject to impairment | 30,500 | 30,500 | |||
Construction in process | |||||
Property and Equipment | |||||
Total property and equipment | 26,739 | 26,739 | 22,403 | ||
Retail Gasoline Stations | |||||
Property and Equipment | |||||
Long-lived asset impairment | 400 | $ 800 | 400 | $ 800 | |
Capitalized internal use software | |||||
Property and Equipment | |||||
Total property and equipment | $ 30,870 | $ 30,870 | $ 30,626 |
Sale and Disposition of Asset_2
Sale and Disposition of Assets (Details) $ in Thousands | Feb. 01, 2017USD ($) | Sep. 30, 2018USD ($)location | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)location | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)location |
Sale and Disposition of Assets | ||||||
Other | $ 12 | $ 167 | $ 446 | $ 793 | ||
Net loss (gain) on sale and disposition of assets | 940 | 2,190 | 5,840 | (7,291) | ||
Assets held for sale | 11,500 | 11,500 | $ 12,400 | |||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||||
Sale and Disposition of Assets | ||||||
Loss on assets held-for-sale | 1,056 | 1,571 | 4,590 | 5,010 | ||
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 | 40 | 77 | (183) | 253 | ||
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 | $ 0 | 100 | $ 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 | $ 168 | (375) | $ (987) | $ (825) | ||
Loss on asset divestitures, income statement location | us-gaap:GainLossOnDispositionOfAssets1 | us-gaap:GainLossOnDispositionOfAssets1 | ||||
Number of locations divested | location | 12 | 23 | ||||
Goodwill derecognized | $ 1,700 | 400 | $ 3,100 | $ 3,300 | ||
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 | $ 1,000 | $ 1,500 | $ 2,500 | $ 4,600 | ||
Number of sites classified as held for sale | location | 15 | 15 | 18 |
Debt and Financing Obligations
Debt and Financing Obligations (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017 | Sep. 30, 2018USD ($)item | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Debt and Financing Obligations | |||||
Current portion | $ 307,700 | $ 307,700 | $ 126,700 | ||
Outstanding letters of credit | 58,800 | 58,800 | |||
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) | 4.30% | 3.70% | 4.10% | 3.60% | |
Total borrowings outstanding | $ 651,900 | $ 651,900 | |||
Total remaining availability for borrowings and letters of credit | 589,300 | 589,300 | |||
Working Capital Facility [Member] | |||||
Debt and Financing Obligations | |||||
Total available commitments | 850,000 | 850,000 | |||
Current portion | 307,700 | 307,700 | 126,700 | ||
Long-term portion | 100,000 | 100,000 | $ 100,000 | ||
Increase in credit facility | 181,000 | $ (285,400) | |||
Revolving Credit Facility [Member] | |||||
Debt and Financing Obligations | |||||
Total available commitments | 450,000 | 450,000 | |||
Increase in credit facility | 48,200 | $ (26,700) | |||
Total borrowings outstanding | $ 244,200 | $ 244,200 | |||
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 Obligation_2
Debt and Financing Obligations - Financing Obligations (Details) $ in Thousands | Jun. 29, 2016USD ($)location | Jun. 01, 2015USD ($)item | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Financing Obligations | |||||||
Net loss (gain) on sale and disposition of assets | $ 940 | $ 2,190 | $ 5,840 | $ (7,291) | |||
Financing obligations | 150,132 | 150,132 | $ 150,334 | ||||
Unamortized fees | 11,900 | 11,900 | 15,900 | ||||
Write-off of a portion of the original issue discount and deferred financing fees | 573 | ||||||
Amortization expenses | 1,300 | 1,300 | 4,029 | 4,295 | |||
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 | 3,300 | 3,300 | |||
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 | 87,600 | 87,600 | ||||
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 | 7,000 | 7,200 | |||
Lease rental payments | 2,400 | $ 2,400 | 7,200 | $ 7,200 | |||
Credit Agreement | |||||||
Financing Obligations | |||||||
Unamortized fees | 6,500 | 6,500 | 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 | $ 4,500 | $ 4,500 | $ 5,400 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) $ in Millions | Sep. 30, 2018USD ($)item |
Exchange-Traded Derivatives | Long [Member] | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 58,471 |
Exchange-Traded Derivatives | Short [Member] | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 63,076 |
OTC Derivatives (Petroleum/Ethanol) | Long [Member] | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 8,879 |
OTC Derivatives (Petroleum/Ethanol) | Short [Member] | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 6,639 |
Interest Rate Swaps | |
Volume of activity related to derivative financial instruments | |
Monetary units | $ | $ 100 |
Derivative Financial Instrume_4
Derivative Financial Instruments - FV Hedges (Details) - Fair Value Hedge - Cost of sales - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Futures contracts | ||||
Fair values of derivative financial instruments | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ (12,776) | $ (3,930) | $ (22,507) | $ 36,990 |
Inventories | ||||
Fair values of derivative financial instruments | ||||
Amount of Gain (Loss) Recognized in Income on Hedged Items | $ 12,786 | $ 4,370 | $ 24,160 | $ (37,412) |
Derivative Financial Instrume_5
Derivative Financial Instruments - CF Hedges (Details) - Cash Flow Hedges $ in Millions | Sep. 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 Instrume_6
Derivative Financial Instruments - CF Hedges Gain, Loss (Details) - Cash Flow Hedges - Derivatives designated as hedging instruments - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Gains and losses from derivatives | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | $ 0.1 | $ 0.2 | $ 0.3 | $ 0.8 |
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness | $ 0 | $ 0 | $ 0 | $ 0 |
Derivative Financial Instrume_7
Derivative Financial Instruments - Not Designated (Details) - Derivatives not designated as hedging instruments - Commodity product bbl in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)bbl | Sep. 30, 2017USD ($) | |
Derivative Financial Instruments | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ | $ (1,162) | $ 6,470 | $ 2,411 | $ 9,212 |
Maximum | ||||
Derivative Financial Instruments | ||||
Aggregate units of products in a controlled trading program | bbl | 250 |
Derivative Financial Instrume_8
Derivative Financial Instruments - Fair Value (Details) $ in Thousands | Sep. 30, 2018USD ($)item | Dec. 31, 2017USD ($) |
Fair values of derivative financial instruments | ||
Asset Derivatives | $ 48,780 | $ 36,323 |
Liability Derivatives | $ (71,729) | (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 | $ 41,477 | 32,483 |
Liability Derivatives | (57,785) | (71,083) |
Forward Derivative Contracts | Derivative assets | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 7,281 | 3,840 |
Forward Derivative Contracts | Derivative liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | (13,944) | (13,708) |
Interest Rate Swaps | Prepaid Expenses and Other Current Assets [Member] | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 22 | |
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 | (6,792) | (7,214) |
Derivatives designated as hedging instruments | Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | (6,792) | (7,214) |
Derivatives not designated as hedging instruments | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 48,780 | 36,323 |
Liability Derivatives | (64,937) | (77,711) |
Derivatives not designated as hedging instruments | Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 41,477 | 32,483 |
Liability Derivatives | (50,993) | (63,869) |
Derivatives not designated as hedging instruments | Forward Derivative Contracts | Derivative assets | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 7,281 | 3,840 |
Derivatives not designated as hedging instruments | Forward Derivative Contracts | Derivative liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | (13,944) | (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 | $ 22 | |
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 | 9 Months Ended | 12 Months Ended |
Sep. 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 | $ 372,187 | $ 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 | 305,250 | 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 | 1,043 | |
Sales | (1,032) | |
Recognized gains (losses) recorded in cost of sales | 494 | |
Unrecognized gains (losses) recorded in cost of sales | (907) | |
Fair Value, end of period | $ 20 | $ (404) |
Minimum | Level 3 | Crude Oil | ||
Liabilities: | ||
Estimated margin (in dollars per barrel) | $ / bbl | (32) | (8.50) |
Minimum | Level 3 | Propane and other | ||
Liabilities: | ||
Estimated margin (in dollars per barrel) | $ / bbl | (5.456) | (3.36) |
Maximum | Level 3 | Crude Oil | ||
Liabilities: | ||
Estimated margin (in dollars per barrel) | $ / bbl | 6 | (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 | $ 31,534 | $ 48,281 |
Recurring basis | Exchange-Traded Derivatives | ||
Assets: | ||
Cash collateral netting | 31,534 | 48,281 |
Recurring basis | Total estimated fair value | ||
Assets: | ||
Pension plans | 18,065 | 17,580 |
Total assets | 40,594 | 31,101 |
Liabilities: | ||
Total liabilities | (13,842) | |
Recurring basis | Total estimated fair value | Forward Derivative Contracts | ||
Assets: | ||
Derivative assets | 7,281 | 3,840 |
Liabilities: | ||
Derivative liabilities | (13,944) | (13,708) |
Recurring basis | Total estimated fair value | Interest Rate Swaps | ||
Assets: | ||
Derivative assets | 22 | |
Liabilities: | ||
Derivative liabilities | (134) | |
Recurring basis | Total estimated fair value | Exchange-Traded Derivatives | ||
Assets: | ||
Exchange-traded/cleared derivative instruments | 15,226 | 9,681 |
Recurring basis | Total estimated fair value | Level 1 | ||
Assets: | ||
Pension plans | 18,065 | 17,580 |
Total pre-netting liabilities | (21,020) | |
Total assets | 1,757 | |
Recurring basis | Total estimated fair value | Level 1 | Exchange-Traded Derivatives | ||
Assets: | ||
Exchange-traded/cleared derivative instruments | (16,308) | (38,600) |
Recurring basis | Total estimated fair value | Level 2 | ||
Assets: | ||
Total assets | 5,448 | 3,207 |
Liabilities: | ||
Total liabilities | (12,805) | |
Recurring basis | Total estimated fair value | Level 2 | Forward Derivative Contracts | ||
Assets: | ||
Derivative assets | 5,426 | 3,207 |
Liabilities: | ||
Derivative liabilities | (12,109) | (12,671) |
Recurring basis | Total estimated fair value | Level 2 | Interest Rate Swaps | ||
Assets: | ||
Derivative assets | 22 | |
Liabilities: | ||
Derivative liabilities | (134) | |
Recurring basis | Total estimated fair value | Level 3 | ||
Assets: | ||
Total assets | 1,855 | 633 |
Liabilities: | ||
Total liabilities | (1,037) | |
Recurring basis | Total estimated fair value | Level 3 | Forward Derivative Contracts | ||
Assets: | ||
Derivative assets | 1,855 | 633 |
Liabilities: | ||
Derivative liabilities | $ (1,835) | $ (1,037) |
Environmental Liabilities and_3
Environmental Liabilities and RIN (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Changes in environmental liabilities during the period | |||
Balance at the beginning of the period | $ 57,977 | ||
Additions | 11,931 | ||
Payments | (1,935) | ||
Dispositions | (1,551) | ||
Other adjustments | (1,101) | ||
Balance at the end of the period | 65,321 | ||
Environmental liabilities | |||
Current portion | $ 5,001 | $ 5,009 | |
Long-term portion | 60,320 | 52,968 | |
Total environmental liabilities | 57,977 | 65,321 | 57,977 |
Renewable Identification Numbers (RINs) | |||
Losses from firm non-cancellable RIN forward purchase and sales commitments | $ 100 | ||
Champlain Oil Company [Member] | |||
Environmental Liabilities | |||
Assumed environmental liabilities, recorded on an undiscounted basis | 1,200 | ||
Cheshire Oil Company [Member] | |||
Environmental Liabilities | |||
Assumed environmental liabilities, recorded on an undiscounted basis | 10,700 | ||
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 | ||
Additions | 11,931 | ||
Payments | (1,833) | ||
Dispositions | (1,551) | ||
Other adjustments | (1,101) | ||
Balance at the end of the period | 61,015 | ||
Environmental liabilities | |||
Total environmental liabilities | 53,569 | 61,015 | 53,569 |
Terminals | |||
Changes in environmental liabilities during the period | |||
Balance at the beginning of the period | 4,408 | ||
Payments | (102) | ||
Balance at the end of the period | 4,306 | ||
Environmental liabilities | |||
Total environmental liabilities | $ 4,408 | $ 4,306 | $ 4,408 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Information on related party transaction | |||||
Receivables from related parties | $ 5,310 | $ 5,310 | $ 3,773 | ||
GPC | |||||
Information on related party transaction | |||||
Expenses incurred from transactions with related parties | $ 77,100 | $ 75,900 | |||
Notice period to terminate the receipt of services under the agreement | 90 days | ||||
Receivables from related parties | 248 | $ 248 | 7 | ||
General Partner, Global GP LLC | |||||
Information on related party transaction | |||||
Expenses incurred from transactions with related parties | 25,200 | $ 26,600 | |||
Receivables from related parties | $ 5,062 | $ 5,062 | $ 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 | 9 Months Ended | 113 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | |
Long-Term Incentive Plan | |||||
Number of common units initially authorized for issuance under LTIP (in shares) | 4,300,000 | 4,300,000 | 4,300,000 | ||
Weighted Average Grant Date Fair Value | |||||
Compensation expenses | $ 1,200 | $ 1,200 | $ 3,600 | $ 3,200 | |
Reversal of stock based compensation | 400 | 1,800 | |||
Unrecognized compensation cost related to the non-vested awards | $ 9,800 | $ 9,800 | $ 9,800 | ||
Repurchase Program | |||||
Aggregate common units authorized to be acquired (in shares) | 1,242,427 | 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 | $ 0 | $ 0 | $ 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) | (99,076) | ||||
Forfeited (in shares) | (26,964) | ||||
Outstanding non-vested units at the end of the period (in shares) | 823,177 | 823,177 | 823,177 | ||
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) | 39.35 | ||||
Forfeited (in dollars per share) | 22.07 | ||||
Outstanding non-vested units at the end of the period (in dollars per share) | $ 23.92 | $ 23.92 | $ 23.92 |
Partners' Equity and Cash Dis_3
Partners' Equity and Cash Distribution (Details) $ / shares in Units, $ in Thousands | Oct. 26, 2018$ / shares | Oct. 23, 2018$ / shares | Aug. 14, 2018USD ($)$ / shares | Aug. 07, 2018USD ($)$ / sharesshares | Jul. 27, 2018$ / shares | May 15, 2018USD ($)$ / shares | Apr. 27, 2018$ / shares | Feb. 14, 2018USD ($)$ / shares | Sep. 30, 2018USD ($)item$ / sharesshares | Dec. 31, 2017shares |
Partners' Equity, Allocations and Cash Distributions | ||||||||||
General partner interest (as a percent) | 0.67% | |||||||||
Net proceeds from issuance of Series A preferred units | $ | $ 66,366 | |||||||||
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) | $ 0.4750 | $ 0.4625 | $ 0.4625 | |||||||
Cash distributions to general partner | $ | $ 109 | $ 106 | $ 106 | |||||||
Incentive Distribution | $ | 67 | |||||||||
Distributions, Total | $ | 16,325 | 15,829 | 15,829 | $ 47,983 | ||||||
Distribution declared | ||||||||||
Initial distribution rate (as a percentage) | 9.75% | |||||||||
Liquidation preference (in dollars per unit) | $ 25 | |||||||||
Redemption price (in dollars per unit) | $ 25 | |||||||||
Change of control, redemption period | 120 days | |||||||||
Change of control, common units to be received for each preferred unit | item | 2.7100 | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Distribution declared | ||||||||||
Annual distribution after initial period, basis spread on variable rate (as a percentage) | 6.774% | |||||||||
Subsequent event | Annualized Basis [Member] | ||||||||||
Distribution declared | ||||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 1.90 | |||||||||
Minimum | ||||||||||
Distribution declared | ||||||||||
Redemption notification period | 30 days | |||||||||
Maximum | ||||||||||
Distribution declared | ||||||||||
Redemption notification period | 60 days | |||||||||
General Partner, Global GP LLC | ||||||||||
Cash Distribution Payment | ||||||||||
Distributions, Total | $ | $ 388 | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||
Units, ending balance | shares | 230,303 | |||||||||
First Target Distribution [Member] | Maximum | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.4625 | |||||||||
First Target Distribution [Member] | General Partner, Global GP LLC | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Marginal Percentage Interest in Distributions | 0.67% | |||||||||
Second Target Distribution [Member] | Minimum | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.4625 | |||||||||
Second Target Distribution [Member] | Maximum | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.5375 | |||||||||
Second Target Distribution [Member] | General Partner, Global GP LLC | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Marginal Percentage Interest in Distributions | 13.67% | |||||||||
Third Target Distribution [Member] | Minimum | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.5375 | |||||||||
Third Target Distribution [Member] | Maximum | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.6625 | |||||||||
Third Target Distribution [Member] | General Partner, Global GP LLC | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Marginal Percentage Interest in Distributions | 23.67% | |||||||||
Thereafter | Minimum | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.6625 | |||||||||
Thereafter | General Partner, Global GP LLC | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Marginal Percentage Interest in Distributions | 48.67% | |||||||||
Global Partners LP [Member] | Limited Partner Interest | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Limited partner ownership interest (as a percent) | 99.33% | |||||||||
Affiliates of general partner | Global Partners LP [Member] | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Limited partner ownership interest (as a percent) | 21.60% | |||||||||
Common Limited Partners | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Number of common units held | shares | 33,744,168 | 33,645,092 | ||||||||
Period of distribution of available cash after end of each quarter | 45 days | |||||||||
Cash Distribution Payment | ||||||||||
Cash distribution to common unitholders | $ | $ 16,149 | $ 15,723 | $ 15,723 | |||||||
Distribution declared | ||||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.4750 | $ 0.4625 | ||||||||
Common Limited Partners | Annualized Basis [Member] | ||||||||||
Distribution declared | ||||||||||
Quarterly cash distributions declared (in dollars per unit) | 1.9 | |||||||||
Common Limited Partners | Subsequent event | ||||||||||
Distribution declared | ||||||||||
Quarterly cash distributions declared (in dollars per unit) | 0.4750 | |||||||||
Common Limited Partners | Subsequent event | Annualized Basis [Member] | ||||||||||
Distribution declared | ||||||||||
Quarterly cash distributions declared (in dollars per unit) | 1.9 | |||||||||
Common Limited Partners | Limited Partner Interest | ||||||||||
Cash Distribution Payment | ||||||||||
Distributions, Total | $ | $ 47,595 | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||
Units, ending balance | shares | 33,995,563 | |||||||||
Common Limited Partners | First Target Distribution [Member] | Limited Partner Interest | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Marginal Percentage Interest in Distributions | 99.33% | |||||||||
Common Limited Partners | Second Target Distribution [Member] | Limited Partner Interest | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Marginal Percentage Interest in Distributions | 86.33% | |||||||||
Common Limited Partners | Third Target Distribution [Member] | Limited Partner Interest | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Marginal Percentage Interest in Distributions | 76.33% | |||||||||
Common Limited Partners | Thereafter | Limited Partner Interest | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Marginal Percentage Interest in Distributions | 51.33% | |||||||||
Common Limited Partners | Affiliates of general partner | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Number of common units held | shares | 7,347,370 | |||||||||
Common Limited Partners | Affiliates of general partner | Limited Partner Interest | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||
Units, ending balance | shares | 7,347,370 | |||||||||
Series A Preferred Limited Partners | ||||||||||
Partners' Equity, Allocations and Cash Distributions | ||||||||||
Number of common units held | shares | 2,760,000 | 0 | ||||||||
Number of units sold | shares | 2,760,000 | |||||||||
Sale price (in dollars per unit) | $ 25 | |||||||||
Net proceeds from issuance of Series A preferred units | $ | $ 66,400 | |||||||||
Distribution declared | ||||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.6635 | |||||||||
Initial period distribution (in dollars per unit) | $ 0.6635 | |||||||||
Initial distribution rate (as a percentage) | 9.75% | |||||||||
Liquidation preference (in dollars per unit) | $ 25 | |||||||||
Series A Preferred Limited Partners | Annualized Basis [Member] | ||||||||||
Distribution declared | ||||||||||
Initial period distribution (in dollars per unit) | $ 2.4375 | |||||||||
Series A Preferred Limited Partners | Subsequent event | ||||||||||
Distribution declared | ||||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.6635 |
Unitholders' Equity (Details)
Unitholders' Equity (Details) - Common Limited Partners - Limited Partner Interest - At The Market Offering Program - USD ($) $ in Millions | 9 Months Ended | 40 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Limited Partners' Capital Account [Line Items] | ||
Aggregate offering price | $ 50 | |
Number of units sold | 0 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands, gal in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($)gal | Sep. 30, 2017USD ($)gal | Sep. 30, 2018USD ($)gal | Sep. 30, 2017USD ($)gal | |
Summarized financial information for the Partnership's reportable segments | ||||
Sales | $ 3,468,835 | $ 2,159,746 | $ 9,398,301 | $ 6,520,060 |
Product margin | 157,233 | 172,290 | 493,222 | 492,525 |
Depreciation allocated to cost of sales | (22,259) | (22,196) | (64,657) | (67,042) |
Gross profit | 134,974 | 150,094 | 428,565 | 425,483 |
Wholesale Segment | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 1,889,653 | 962,035 | 5,061,951 | 3,132,503 |
Product margin | 3,155 | 36,606 | 88,785 | 119,953 |
Wholesale Segment | Gasoline and gasoline blendstocks | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 1,594,543 | 559,685 | 3,615,862 | 1,526,452 |
Product margin | 5,586 | 30,422 | 54,423 | 64,415 |
Wholesale Segment | Crude Oil | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 15,643 | 109,923 | 74,047 | 356,594 |
Product margin | (7,606) | (8,405) | 2,885 | 3,248 |
Wholesale Segment | Distillates, residual oil and propane sales | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 279,467 | 292,427 | 1,372,042 | 1,249,457 |
Product margin | 5,175 | 14,589 | 31,477 | 52,290 |
Gasoline Distribution and Station Operations Segment | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 1,235,010 | 992,296 | 3,401,361 | 2,783,132 |
Product margin | 148,600 | 130,662 | 387,913 | 359,237 |
Gasoline Distribution and Station Operations Segment | Gasoline | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 1,110,529 | 897,440 | 3,088,906 | 2,524,823 |
Product margin | 91,335 | 84,170 | 238,434 | 230,608 |
Gasoline Distribution and Station Operations Segment | Station operations (convenience stores, rental and sundries) | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 124,481 | 94,856 | 312,455 | 258,309 |
Product margin | 57,265 | 46,492 | 149,479 | 128,629 |
Commercial Segment | ||||
Summarized financial information for the Partnership's reportable segments | ||||
Sales | 344,172 | 205,415 | 934,989 | 604,425 |
Product margin | $ 5,478 | $ 5,022 | $ 16,524 | $ 13,335 |
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 | 144 | 123 | 388 | 361 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements | |||||
Combined gross profit | $ 134,974 | $ 150,094 | $ 428,565 | $ 425,483 | |
Operating costs and expenses | |||||
Selling, general and administrative expenses | 42,127 | 40,134 | 121,447 | 111,600 | |
Operating expenses | 83,776 | 70,338 | 234,043 | 208,720 | |
Gain on trustee taxes | $ (52,627) | (52,627) | |||
Lease exit and termination gain | (3,506) | (3,506) | |||
Amortization expense | 3,079 | 2,260 | 7,984 | 6,781 | |
Net loss (gain) on sale and disposition of assets | 940 | 2,190 | 5,840 | (7,291) | |
Goodwill and long-lived asset impairment | 414 | 809 | 414 | 809 | |
Total operating costs and expenses | 126,830 | 115,731 | 313,595 | 320,619 | |
Operating income | 8,144 | 34,363 | 114,970 | 104,864 | |
Interest expense | (22,579) | (20,626) | (65,637) | (65,836) | |
Income tax (expense) benefit | (29) | 723 | 900 | (72) | |
Net (loss) income | (14,464) | 14,460 | 50,233 | 38,956 | |
Net loss attributable to noncontrolling interest | 384 | 418 | 1,142 | 1,242 | |
Net (loss) income attributable to Global Partners LP | (14,080) | 14,878 | 51,375 | 40,198 | |
Unallocated | |||||
Operating costs and expenses | |||||
Selling, general and administrative expenses | 42,127 | 40,134 | 121,447 | 111,600 | |
Operating expenses | 83,776 | 70,338 | 234,043 | 208,720 | |
Gain on trustee taxes | (52,627) | ||||
Lease exit and termination gain | (3,506) | (3,506) | |||
Amortization expense | 3,079 | 2,260 | 7,984 | 6,781 | |
Net loss (gain) on sale and disposition of assets | 940 | 2,190 | 5,840 | (7,291) | |
Goodwill and long-lived asset impairment | 414 | 809 | 414 | 809 | |
Total operating costs and expenses | $ 126,830 | $ 115,731 | $ 313,595 | $ 320,619 |
Segment Reporting - Assets (Det
Segment Reporting - Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment assets | ||
Total | $ 2,575,330 | $ 2,320,169 |
Unallocated | ||
Segment assets | ||
Total | 404,699 | 424,935 |
Wholesale Segment | ||
Segment assets | ||
Total | 723,006 | 613,764 |
Commercial Segment | ||
Segment assets | ||
Total | 100 | |
Gasoline Distribution and Station Operations Segment | ||
Segment assets | ||
Total | $ 1,447,625 | $ 1,281,370 |
Business Combination (Details)
Business Combination (Details) $ in Thousands | Jul. 24, 2018USD ($)location | Jul. 17, 2018USD ($)location | Oct. 18, 2017USD ($)location | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)item | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Jul. 24, 2018USD ($) | Jul. 17, 2018USD ($) | Oct. 18, 2017USD ($) |
Acquisitions | |||||||||||
Number of owned, leased and/or supplied gasoline stations | item | 1,589 | ||||||||||
Number of convenience stores | item | 301 | ||||||||||
Preliminary allocation of the purchase price | |||||||||||
Goodwill | $ 352,550 | $ 312,401 | $ 352,550 | ||||||||
Roll forward of the Partnership's goodwill | |||||||||||
Goodwill, Beginning Balance | 312,401 | ||||||||||
Goodwill, Ending Balance | 352,550 | 352,550 | |||||||||
Amortization expense | 3,079 | $ 2,260 | 7,984 | $ 6,781 | |||||||
VERMONT | |||||||||||
Acquisitions | |||||||||||
Number of owned, leased and/or supplied gasoline stations | location | 1 | ||||||||||
Cheshire Oil Company [Member] | |||||||||||
Acquisitions | |||||||||||
Number of owned, leased and/or supplied gasoline stations | location | 10 | ||||||||||
Purchase price including contingent consideration | $ 33,400 | ||||||||||
Preliminary allocation of the purchase price | |||||||||||
Inventory | $ 1,591 | ||||||||||
Property and equipment | 26,943 | ||||||||||
Intangibles | 337 | ||||||||||
Total identifiable assets purchased | 28,871 | ||||||||||
Environmental liabilities | (1,174) | ||||||||||
Other non-current liabilities | (109) | ||||||||||
Total liabilities assumed | (1,283) | ||||||||||
Net identifiable assets acquired | 27,588 | ||||||||||
Goodwill | 5,853 | 5,853 | |||||||||
Net assets acquired | 33,441 | ||||||||||
Roll forward of the Partnership's goodwill | |||||||||||
Goodwill, Ending Balance | $ 5,853 | ||||||||||
Weighted average life | 1 year | ||||||||||
Amount of goodwill deductible for tax purposes | $ 5,900 | ||||||||||
Acquisition related costs | |||||||||||
Acquisition related costs incurred | 400 | 400 | |||||||||
Cheshire Oil Company [Member] | NEW HAMPSHIRE | |||||||||||
Acquisitions | |||||||||||
Number of owned, leased and/or supplied gasoline stations | location | 9 | ||||||||||
Champlain Oil Company [Member] | |||||||||||
Acquisitions | |||||||||||
Number of owned, leased and/or supplied gasoline stations | location | 37 | ||||||||||
Number of fuel sites owned or leased | location | 24 | ||||||||||
Number of gas stations under fuel supply agreements | location | 65 | ||||||||||
Purchase price including contingent consideration | $ 138,400 | ||||||||||
Preliminary allocation of the purchase price | |||||||||||
Inventory | $ 5,653 | ||||||||||
Prepaid expenses and other current assets | 270 | ||||||||||
Property and equipment | 93,175 | ||||||||||
Intangibles | 13,576 | ||||||||||
Total identifiable assets purchased | 112,674 | ||||||||||
Accrued expenses and other current liabilities | (176) | ||||||||||
Environmental liabilities | (10,757) | ||||||||||
Other non-current liabilities | (938) | ||||||||||
Total liabilities assumed | (11,871) | ||||||||||
Net identifiable assets acquired | 100,803 | ||||||||||
Goodwill | 37,580 | 37,580 | |||||||||
Net assets acquired | 138,383 | ||||||||||
Roll forward of the Partnership's goodwill | |||||||||||
Goodwill, Ending Balance | $ 37,580 | ||||||||||
Amortization expense | 600 | 600 | |||||||||
Amount of goodwill deductible for tax purposes | $ 37,600 | ||||||||||
Acquisition related costs | |||||||||||
Acquisition related costs incurred | 3,300 | 3,500 | |||||||||
Champlain Oil Company [Member] | Minimum | |||||||||||
Roll forward of the Partnership's goodwill | |||||||||||
Weighted average life | 1 year | ||||||||||
Champlain Oil Company [Member] | Maximum | |||||||||||
Roll forward of the Partnership's goodwill | |||||||||||
Weighted average life | 10 years | ||||||||||
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 | 21,491 | 21,630 | 21,491 | 21,491 | ||||||
Net assets acquired | $ 38,479 | ||||||||||
Roll forward of the Partnership's goodwill | |||||||||||
Goodwill, Beginning Balance | 21,630 | ||||||||||
Acquisition of Honey Farms - change in goodwill | (139) | ||||||||||
Goodwill, Ending Balance | $ 21,491 | 21,491 | 21,491 | ||||||||
Amortization expense | $ 200 | $ 700 | |||||||||
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 | 9 Months Ended | |
Sep. 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 | $ 0.3 | |
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 _3
Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Changes in Accumulated Other Comprehensive Loss | ||
Balance, beginning of period | $ 394,318 | |
Balance, end of period | $ 466,482 | 466,482 |
Pension Plan | ||
Changes in Accumulated Other Comprehensive Loss | ||
Balance, beginning of period | (5,351) | (5,333) |
Other comprehensive income before reclassifications of gain (loss) | 584 | 598 |
Amount of gain (loss) reclassified from accumulated other comprehensive income | (16) | (48) |
Total other comprehensive (loss) income | 568 | 550 |
Balance, end of period | (4,783) | (4,783) |
Derivatives | ||
Changes in Accumulated Other Comprehensive Loss | ||
Balance, beginning of period | 88 | (135) |
Other comprehensive income before reclassifications of gain (loss) | (67) | 156 |
Total other comprehensive (loss) income | (67) | 156 |
Balance, end of period | 21 | 21 |
Accumulated Other Comprehensive Loss | ||
Changes in Accumulated Other Comprehensive Loss | ||
Balance, beginning of period | (5,263) | (5,468) |
Other comprehensive income before reclassifications of gain (loss) | 517 | 754 |
Amount of gain (loss) reclassified from accumulated other comprehensive income | (16) | (48) |
Total other comprehensive (loss) income | 501 | 706 |
Balance, end of period | $ (4,762) | $ (4,762) |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Working Capital Facility [Member] | ||
Borrowing from credit facility | $ 1,595,000 | $ 946,200 |
Payments on credit facility | (1,414,000) | (1,231,600) |
Net (payments on) borrowings from credit facility | 181,000 | (285,400) |
Revolving Credit Facility [Member] | ||
Borrowing from credit facility | 166,000 | |
Payments on credit facility | (117,800) | (26,700) |
Net (payments on) borrowings from credit facility | $ 48,200 | $ (26,700) |
Legal Proceedings (Details)
Legal Proceedings (Details) gal in Millions | 3 Months Ended | |
Jun. 30, 2016itemgal | Sep. 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 | ||
Number of terminals affected | item | 1 | |
Quantity of product affected (in gallons) | gal | 14 |
Subsequent Event (Details)
Subsequent Event (Details) - $ / shares | Oct. 26, 2018 | Oct. 23, 2018 | Jul. 27, 2018 | Apr. 27, 2018 |
Series A Preferred Limited Partners | ||||
Subsequent Event | ||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.6635 | |||
Common Limited Partners | ||||
Subsequent Event | ||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.4750 | $ 0.4625 | ||
Subsequent event | Series A Preferred Limited Partners | ||||
Subsequent Event | ||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.6635 | |||
Subsequent event | Common Limited Partners | ||||
Subsequent Event | ||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.4750 |
Supp Guarantor Cond Cons Fin St
Supp Guarantor Cond Cons Fin Stmts - B/S (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | ||||
Cash and cash equivalents | $ 12,451 | $ 10,855 | $ 14,858 | $ 10,028 |
Accounts receivable, net | 407,537 | 417,263 | ||
Accounts receivable-affiliates | 5,310 | 3,773 | ||
Inventories | 481,457 | 350,743 | ||
Brokerage margin deposits | 15,226 | 9,681 | ||
Derivative assets | 7,281 | 3,840 | ||
Prepaid expenses and other current assets | 89,599 | 77,977 | ||
Total current assets | 1,018,861 | 878,135 | ||
Property and equipment, net | 1,109,892 | 1,036,667 | ||
Intangible assets, net | 62,221 | 56,545 | ||
Goodwill | 352,550 | 312,401 | ||
Other assets | 31,806 | 36,421 | ||
Total assets | 2,575,330 | 2,320,169 | ||
Current liabilities: | ||||
Accounts payable | 336,530 | 313,412 | ||
Working capital revolving credit facility - current portion | 307,700 | 126,700 | ||
Current portion | 307,700 | 126,700 | ||
Environmental liabilities-current portion | 5,001 | 5,009 | ||
Trustee taxes payable | 37,734 | 110,321 | ||
Accrued expenses and other current liabilities | 97,377 | 99,507 | ||
Derivative liabilities | 13,944 | 13,708 | ||
Total current liabilities | 798,286 | 668,657 | ||
Working capital revolving credit facility-less current portion | 100,000 | 100,000 | ||
Revolving credit facility | 244,200 | 196,000 | ||
Senior notes | 663,775 | 661,774 | ||
Environmental liabilities-less current portion | 60,320 | 52,968 | ||
Financing obligations | 150,132 | 150,334 | ||
Deferred tax liabilities | 38,563 | 40,105 | ||
Other long-term liabilities | 53,572 | 56,013 | ||
Total liabilities | 2,108,848 | 1,925,851 | ||
Partners' equity | ||||
Total Global Partners LP equity | 464,259 | 390,953 | ||
Noncontrolling interest | 2,223 | 3,365 | ||
Total partners' equity | 466,482 | 394,318 | ||
Total liabilities and partners' equity | 2,575,330 | 2,320,169 | ||
Reportable Legal Entities [Member] | (Issuer) Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 11,281 | 9,591 | 13,035 | 9,373 |
Accounts receivable, net | 407,467 | 416,974 | ||
Accounts receivable-affiliates | 5,310 | 3,773 | ||
Inventories | 481,457 | 350,743 | ||
Brokerage margin deposits | 15,226 | 9,681 | ||
Derivative assets | 7,281 | 3,840 | ||
Prepaid expenses and other current assets | 89,435 | 77,889 | ||
Total current assets | 1,017,457 | 875,935 | ||
Property and equipment, net | 1,105,406 | 1,029,864 | ||
Intangible assets, net | 62,221 | 56,545 | ||
Goodwill | 352,550 | 312,401 | ||
Other assets | 31,806 | 36,421 | ||
Total assets | 2,569,440 | 2,311,166 | ||
Current liabilities: | ||||
Accounts payable | 336,477 | 313,265 | ||
Accounts payable - affiliates | (34) | (148) | ||
Working capital revolving credit facility - current portion | 307,700 | 126,700 | ||
Current portion | 307,700 | 126,700 | ||
Environmental liabilities-current portion | 5,001 | 5,009 | ||
Trustee taxes payable | 37,734 | 110,321 | ||
Accrued expenses and other current liabilities | 97,209 | 99,288 | ||
Derivative liabilities | 13,944 | 13,708 | ||
Total current liabilities | 798,031 | 668,143 | ||
Working capital revolving credit facility-less current portion | 100,000 | 100,000 | ||
Revolving credit facility | 244,200 | 196,000 | ||
Senior notes | 663,775 | 661,774 | ||
Environmental liabilities-less current portion | 60,320 | 52,968 | ||
Financing obligations | 150,132 | 150,334 | ||
Deferred tax liabilities | 38,563 | 40,105 | ||
Other long-term liabilities | 53,572 | 56,013 | ||
Total liabilities | 2,108,593 | 1,925,337 | ||
Partners' equity | ||||
Total Global Partners LP equity | 460,847 | 385,829 | ||
Total partners' equity | 460,847 | 385,829 | ||
Total liabilities and partners' equity | 2,569,440 | 2,311,166 | ||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiary | ||||
Current assets: | ||||
Cash and cash equivalents | 1,170 | $ 1,264 | 1,823 | $ 655 |
Accounts receivable, net | 7 | 218 | ||
Accounts receivable-affiliates | 63 | 71 | ||
Prepaid expenses and other current assets | 164 | 88 | ||
Total current assets | 1,404 | 2,200 | ||
Property and equipment, net | 4,486 | 6,803 | ||
Total assets | 5,890 | 9,003 | ||
Current liabilities: | ||||
Accounts payable | 53 | 147 | ||
Accounts payable - affiliates | 34 | 148 | ||
Accrued expenses and other current liabilities | 168 | 219 | ||
Total current liabilities | 255 | 514 | ||
Total liabilities | 255 | 514 | ||
Partners' equity | ||||
Total Global Partners LP equity | 3,412 | 5,124 | ||
Noncontrolling interest | 2,223 | 3,365 | ||
Total partners' equity | 5,635 | 8,489 | ||
Total liabilities and partners' equity | 5,890 | 9,003 | ||
Eliminations | ||||
Current assets: | ||||
Accounts receivable, net | 63 | 71 | ||
Accounts receivable-affiliates | $ (63) | $ (71) | ||
Global Partners Wholly-Owned Subsidiaries [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Ownership interest (as a percent) | 100.00% | 100.00% |
Supp Guarantor Cond Cons Fin _2
Supp Guarantor Cond Cons Fin Stmts - I/S (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Income Statements, Captions [Line Items] | |||||
Sales | $ 3,468,835 | $ 2,159,746 | $ 9,398,301 | $ 6,520,060 | |
Cost of sales | 3,333,861 | 2,009,652 | 8,969,736 | 6,094,577 | |
Gross profit | 134,974 | 150,094 | 428,565 | 425,483 | |
Costs and operating expenses: | |||||
Selling, general and administrative expenses | 42,127 | 40,134 | 121,447 | 111,600 | |
Operating expenses | 83,776 | 70,338 | 234,043 | 208,720 | |
Gain on trustee taxes | $ (52,627) | (52,627) | |||
Lease exit and termination gain | (3,506) | (3,506) | |||
Amortization expense | 3,079 | 2,260 | 7,984 | 6,781 | |
Net loss (gain) on sale and disposition of assets | 940 | 2,190 | 5,840 | (7,291) | |
Goodwill and long-lived asset impairment | 414 | 809 | 414 | 809 | |
Total operating costs and expenses | 126,830 | 115,731 | 313,595 | 320,619 | |
Operating income | 8,144 | 34,363 | 114,970 | 104,864 | |
Interest expense | (22,579) | (20,626) | (65,637) | (65,836) | |
(Loss) income before income tax (expense) benefit | (14,435) | 13,737 | 49,333 | 39,028 | |
Income tax benefit (expense) | (29) | 723 | 900 | (72) | |
Net (loss) income | (14,464) | 14,460 | 50,233 | 38,956 | |
Net loss attributable to noncontrolling interest | 384 | 418 | 1,142 | 1,242 | |
Net (loss) income attributable to Global Partners LP | (14,080) | 14,878 | 51,375 | 40,198 | |
Less: General partner’s interest in net (loss) income, including incentive distribution rights | (27) | 100 | 479 | 270 | |
Reportable Legal Entities [Member] | (Issuer) Guarantor Subsidiaries | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Sales | 3,468,748 | 2,159,174 | 9,397,696 | 6,518,172 | |
Cost of sales | 3,333,316 | 2,008,467 | 8,967,733 | 6,091,125 | |
Gross profit | 135,432 | 150,707 | 429,963 | 427,047 | |
Costs and operating expenses: | |||||
Selling, general and administrative expenses | 42,026 | 40,049 | 121,154 | 111,280 | |
Operating expenses | 83,376 | 69,991 | 232,880 | 207,483 | |
Gain on trustee taxes | (52,627) | ||||
Lease exit and termination gain | (3,506) | (3,506) | |||
Amortization expense | 3,079 | 2,260 | 7,984 | 6,781 | |
Net loss (gain) on sale and disposition of assets | 940 | 2,190 | 5,840 | (7,274) | |
Goodwill and long-lived asset impairment | 414 | 809 | 414 | 809 | |
Total operating costs and expenses | 126,329 | 115,299 | 312,139 | 319,079 | |
Operating income | 9,103 | 35,408 | 117,824 | 107,968 | |
Interest expense | (22,579) | (20,626) | (65,637) | (65,836) | |
(Loss) income before income tax (expense) benefit | (13,476) | 14,782 | 52,187 | 42,132 | |
Income tax benefit (expense) | (29) | 723 | 900 | (72) | |
Net (loss) income | (13,505) | 15,505 | 53,087 | 42,060 | |
Net (loss) income attributable to Global Partners LP | (13,505) | 15,505 | 53,087 | 42,060 | |
Less: General partner’s interest in net (loss) income, including incentive distribution rights | (27) | 100 | 479 | 270 | |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiary | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Sales | 230 | 645 | 923 | 2,248 | |
Cost of sales | 688 | 1,258 | 2,321 | 3,812 | |
Gross profit | (458) | (613) | (1,398) | (1,564) | |
Costs and operating expenses: | |||||
Selling, general and administrative expenses | 101 | 85 | 293 | 320 | |
Operating expenses | 400 | 347 | 1,163 | 1,237 | |
Net loss (gain) on sale and disposition of assets | (17) | ||||
Total operating costs and expenses | 501 | 432 | 1,456 | 1,540 | |
Operating income | (959) | (1,045) | (2,854) | (3,104) | |
(Loss) income before income tax (expense) benefit | (959) | (1,045) | (2,854) | (3,104) | |
Net (loss) income | (959) | (1,045) | (2,854) | (3,104) | |
Net loss attributable to noncontrolling interest | 384 | 418 | 1,142 | 1,242 | |
Net (loss) income attributable to Global Partners LP | (575) | (627) | (1,712) | (1,862) | |
Eliminations | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Sales | (143) | (73) | (318) | (360) | |
Cost of sales | (143) | (73) | (318) | (360) | |
Series A Preferred Limited Partners | |||||
Costs and operating expenses: | |||||
Limited partners' interest in net income (loss) | 1,009 | 1,009 | |||
Series A Preferred Limited Partners | Reportable Legal Entities [Member] | (Issuer) Guarantor Subsidiaries | |||||
Costs and operating expenses: | |||||
Limited partners' interest in net income (loss) | 1,009 | 1,009 | |||
Common Limited Partners | |||||
Costs and operating expenses: | |||||
Limited partners' interest in net income (loss) | (15,062) | 14,778 | 49,887 | 39,928 | |
Common Limited Partners | Reportable Legal Entities [Member] | (Issuer) Guarantor Subsidiaries | |||||
Costs and operating expenses: | |||||
Limited partners' interest in net income (loss) | (14,487) | 15,405 | 51,599 | 41,790 | |
Common Limited Partners | Reportable Legal Entities [Member] | Non-Guarantor Subsidiary | |||||
Costs and operating expenses: | |||||
Limited partners' interest in net income (loss) | $ (575) | $ (627) | $ (1,712) | $ (1,862) |
Supp Guarantor Cond Cons Fin _3
Supp Guarantor Cond Cons Fin Stmts - SCF (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net cash provided by operating activities | $ (45,902) | $ 362,441 |
Cash flows from investing activities | ||
Acquisitions | (171,824) | |
Capital expenditures | (43,461) | (31,646) |
Seller note issuances | (3,062) | |
Proceeds from sale of property and equipment | 14,930 | 29,804 |
Net cash (used in) provided by investing activities | (203,417) | (1,842) |
Cash flows from financing activities | ||
Proceeds from Issuance of Preferred Limited Partners Units | 66,366 | |
LTIP units withheld for tax obligations | (806) | (516) |
Noncontrolling interest capital contribution | 279 | |
Distribution to noncontrolling interest | (465) | |
Distributions to partners | (47,848) | (46,970) |
Net cash provided by (used in) financing activities | 246,912 | (359,772) |
Cash and cash equivalents | ||
Increase in cash and cash equivalents | (2,407) | 827 |
Cash and cash equivalents at beginning of period | 14,858 | 10,028 |
Cash and cash equivalents at end of period | 12,451 | 10,855 |
Revolving Credit Facility [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | 48,200 | (26,700) |
Working Capital Facility [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | 181,000 | (285,400) |
(Issuer) Guarantor Subsidiaries | Reportable Legal Entities [Member] | ||
Cash flows from operating activities | ||
Net cash provided by operating activities | (45,249) | 361,387 |
Cash flows from investing activities | ||
Acquisitions | (171,824) | |
Capital expenditures | (43,461) | (31,646) |
Seller note issuances | (3,062) | |
Proceeds from sale of property and equipment | 14,930 | 29,784 |
Net cash (used in) provided by investing activities | (203,417) | (1,862) |
Cash flows from financing activities | ||
Proceeds from Issuance of Preferred Limited Partners Units | 66,366 | |
LTIP units withheld for tax obligations | (806) | (516) |
Noncontrolling interest capital contribution | 279 | |
Distributions to partners | (47,848) | (46,970) |
Net cash provided by (used in) financing activities | 246,912 | (359,307) |
Cash and cash equivalents | ||
Increase in cash and cash equivalents | (1,754) | 218 |
Cash and cash equivalents at beginning of period | 13,035 | 9,373 |
Cash and cash equivalents at end of period | 11,281 | 9,591 |
(Issuer) Guarantor Subsidiaries | Revolving Credit Facility [Member] | Reportable Legal Entities [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | 48,200 | (26,700) |
(Issuer) Guarantor Subsidiaries | Working Capital Facility [Member] | Reportable Legal Entities [Member] | ||
Cash flows from financing activities | ||
Net borrowings from (payments on) credit facility | 181,000 | (285,400) |
Non-Guarantor Subsidiary | Reportable Legal Entities [Member] | ||
Cash flows from operating activities | ||
Net cash provided by operating activities | (653) | 1,054 |
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 | (653) | 609 |
Cash and cash equivalents at beginning of period | 1,823 | 655 |
Cash and cash equivalents at end of period | $ 1,170 | $ 1,264 |