Supplemental Guarantor Condensed Consolidating Financial Statements | Note 23. Supplemental Guarantor Condensed Consolidating Financial Statements The Partnership’s wholly owned subsidiaries, other than GLP Finance, are guarantors of senior notes issued by the Partnership and GLP Finance. As such, the Partnership is subject to the requirements of Rule 3-10 of Regulation S-X of the SEC regarding financial statements of guarantors and issuers of registered guaranteed securities. The Partnership presents condensed consolidating financial information for its subsidiaries within the notes to consolidated financial statements in accordance with the criteria established for parent companies in the SEC’s Regulation S-X, Rule 3-10(d). The following condensed consolidating financial information presents the Condensed Consolidating Balance Sheets as of March 31, 2019 and December 31, 2018, the Condensed Consolidating Statements of Operations for the three months ended March 31, 2019 and 2018 and the Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2019 and 2018 of the Partnership’s 100% owned guarantor subsidiaries, the non-guarantor subsidiary and the eliminations necessary to arrive at the information for the Partnership on a consolidated basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Condensed Consolidating Balance Sheet March 31, 2019 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 8,153 $ 485 $ — $ 8,638 Accounts receivable, net 403,419 127 130 403,676 Accounts receivable - affiliates 4,873 130 (130) 4,873 Inventories 464,866 — — 464,866 Brokerage margin deposits 19,943 — — 19,943 Derivative assets 8,044 — — 8,044 Prepaid expenses and other current assets 98,939 205 — 99,144 Total current assets 1,008,237 947 — 1,009,184 Property and equipment, net 1,110,046 3,130 — 1,113,176 Right of use assets, net 312,346 86 — 312,432 Intangible assets, net 55,220 — — 55,220 Goodwill 326,486 — — 326,486 Other assets 29,492 — — 29,492 Total assets $ 2,841,827 $ 4,163 $ — $ 2,845,990 Liabilities and partners’ equity Current liabilities: Accounts payable $ 343,131 $ 67 $ — $ 343,198 Accounts payable - affiliates (34) 34 — — Working capital revolving credit facility - current portion 219,500 — — 219,500 Lease liability—current portion 69,760 17 — 69,777 Environmental liabilities - current portion 6,092 — — 6,092 Trustee taxes payable 39,458 — — 39,458 Accrued expenses and other current liabilities 89,144 84 — 89,228 Derivative liabilities 12,916 — — 12,916 Total current liabilities 779,967 202 — 780,169 Working capital revolving credit facility - less current portion 150,000 — — 150,000 Revolving credit facility 217,000 — — 217,000 Senior notes 665,138 — — 665,138 Long-term lease liability—less current portion 252,404 60 — 252,464 Environmental liabilities - less current portion 56,374 — — 56,374 Financing obligations 149,860 — — 149,860 Deferred tax liabilities 42,677 — — 42,677 Other long-term liabilities 42,786 — — 42,786 Total liabilities 2,356,206 262 — 2,356,468 Partners' equity Global Partners LP equity 485,621 2,370 — 487,991 Noncontrolling interest — 1,531 — 1,531 Total partners' equity 485,621 3,901 — 489,522 Total liabilities and partners' equity $ 2,841,827 $ 4,163 $ — $ 2,845,990 Condensed Consolidating Balance Sheet December 31, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 7,050 $ 1,071 $ — $ 8,121 Accounts receivable, net 334,689 52 36 334,777 Accounts receivable - affiliates 5,435 36 (36) 5,435 Inventories 386,442 — — 386,442 Brokerage margin deposits 14,766 — — 14,766 Derivative assets 26,390 — — 26,390 Prepaid expenses and other current assets 98,877 100 — 98,977 Total current assets 873,649 1,259 — 874,908 Property and equipment, net 1,128,826 3,806 — 1,132,632 Intangible assets, net 58,532 — — 58,532 Goodwill 327,406 — — 327,406 Other assets 30,813 — — 30,813 Total assets $ 2,419,226 $ 5,065 $ — $ 2,424,291 Liabilities and partners' equity Current liabilities: Accounts payable $ 308,941 $ 38 $ — $ 308,979 Accounts payable - affiliates (169) 169 — — Working capital revolving credit facility - current portion 103,300 — — 103,300 Environmental liabilities - current portion 6,092 — — 6,092 Trustee taxes payable 42,613 — — 42,613 Accrued expenses and other current liabilities 117,149 125 — 117,274 Derivative liabilities 4,494 — — 4,494 Total current liabilities 582,420 332 — 582,752 Working capital revolving credit facility - less current portion 150,000 — — 150,000 Revolving credit facility 220,000 — — 220,000 Senior notes 664,455 — — 664,455 Environmental liabilities - less current portion 57,132 — — 57,132 Financing obligations 149,997 — — 149,997 Deferred tax liabilities 42,856 — — 42,856 Other long-term liabilities 57,905 — — 57,905 Total liabilities 1,924,765 332 — 1,925,097 Partners' equity Global Partners LP equity 494,461 2,870 — 497,331 Noncontrolling interest — 1,863 — 1,863 Total partners' equity 494,461 4,733 — 499,194 Total liabilities and partners' equity $ 2,419,226 $ 5,065 $ — $ 2,424,291 Condensed Consolidating Statement of Operations Three Months Ended March 31, 2019 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 2,979,363 $ 365 $ (102) $ 2,979,626 Cost of sales 2,822,200 684 (102) 2,822,782 Gross profit (loss) 157,163 (319) — 156,844 Costs and operating expenses: Selling, general and administrative expenses 40,992 98 — 41,090 Operating expenses 82,529 415 — 82,944 Lease exit and termination gain (493) — — (493) Amortization expense 2,976 — — 2,976 Net loss on sale and disposition of assets 553 — — 553 Total costs and operating expenses 126,557 513 — 127,070 Operating income (loss) 30,606 (832) — 29,774 Interest expense (22,956) — — (22,956) Income (loss) before income tax expense 7,650 (832) — 6,818 Income tax expense (24) — — (24) Net income (loss) 7,626 (832) — 6,794 Net loss attributable to noncontrolling interest — 332 — 332 Net income (loss) attributable to Global Partners LP 7,626 (500) — 7,126 Less: General partners' interest in net income, including incentive distribution rights 304 — — 304 Less: Series A preferred limited partner interest in net income 1,682 — — 1,682 Net income (loss) attributable to common limited partners $ 5,640 $ (500) $ — $ 5,140 Condensed Consolidating Statement of Operations Three Months Ended March 31, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 2,802,584 $ 392 $ (85) $ 2,802,891 Cost of sales 2,657,810 836 (85) 2,658,561 Gross profit 144,774 (444) — 144,330 Costs and operating expenses: Selling, general and administrative expenses 39,274 92 — 39,366 Operating expenses 73,667 382 — 74,049 Gain on trustee taxes (52,627) — — (52,627) Amortization expense 2,468 — — 2,468 Net loss on sale and disposition of assets 1,867 — — 1,867 Total costs and operating expenses 64,649 474 — 65,123 Operating income (loss) 80,125 (918) — 79,207 Interest expense (21,445) — — (21,445) Income (loss) before income tax benefit 58,680 (918) — 57,762 Income tax benefit 913 — — 913 Net income (loss) 59,593 (918) — 58,675 Net loss attributable to noncontrolling interest — 367 — 367 Net income (loss) attributable to Global Partners LP 59,593 (551) — 59,042 Less: General partners' interest in net income, including incentive distribution rights 396 — — 396 Net income (loss) attributable to common limited partners $ 59,197 $ (551) $ — $ 58,646 Condensed Consolidating Statement Cash Flows Three Months Ended March 31, 2019 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash used in operating activities $ (86,451) $ (586) $ (87,037) Cash flows from investing activities Capital expenditures (10,229) — (10,229) Seller note issuances (640) — (640) Proceeds from sale of property and equipment 4,228 — 4,228 Net cash used in investing activities (6,641) — (6,641) Cash flows from financing activities Net borrowings from working capital revolving credit facility 116,200 — 116,200 Net payments on revolving credit facility (3,000) — (3,000) LTIP units withheld for tax obligations (8) — (8) Distributions to limited partners and general partner (18,997) — (18,997) Net cash provided by financing activities 94,195 — 94,195 Cash and cash equivalents Increase (decrease) in cash and cash equivalents 1,103 (586) 517 Cash and cash equivalents at beginning of period 7,050 1,071 8,121 Cash and cash equivalents at end of period $ 8,153 $ 485 $ 8,638 Condensed Consolidating Statement Cash Flows Three Months Ended March 31, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash used in operating activities $ (103,500) $ (214) $ (103,714) Cash flows from investing activities Capital expenditures (9,557) — (9,557) Proceeds from sale of property and equipment 800 — 800 Net cash used in investing activities (8,757) — (8,757) Cash flows from financing activities Net borrowings from working capital revolving credit facility 125,000 — 125,000 Distributions to limited partners and general partner (15,694) — (15,694) Net cash provided by financing activities 109,306 — 109,306 Cash and cash equivalents Decrease in cash and cash equivalents (2,951) (214) (3,165) Cash and cash equivalents at beginning of period 13,035 1,823 14,858 Cash and cash equivalents at end of period $ 10,084 $ 1,609 $ 11,693 |