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 . |