Supplemental Guarantor Condensed Consolidating Financial Statements | Note 26. 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 December 31, 2019 and 2018, the Condensed Consolidating Statements of Operations for the years ended December 31, 2019, 2018 and 2017 and the Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2019, 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 December 31, 2019 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 11,591 $ 451 $ — $ 12,042 Accounts receivable, net 412,853 339 3 413,195 Accounts receivable—affiliates 7,823 3 (3) 7,823 Inventories 450,482 — — 450,482 Brokerage margin deposits 34,466 — — 34,466 Derivative assets 4,564 — — 4,564 Prepaid expenses and other current assets 81,845 95 — 81,940 Total current assets 1,003,624 888 — 1,004,512 Property and equipment, net 1,102,644 2,219 — 1,104,863 Right of use assets, net 296,672 74 — 296,746 Intangible assets, net 46,765 — — 46,765 Goodwill 324,474 — — 324,474 Other assets 31,067 — — 31,067 Total assets $ 2,805,246 $ 3,181 $ — $ 2,808,427 Liabilities and partners’ equity Current liabilities: Accounts payable $ 373,355 $ 31 $ — $ 373,386 Accounts payable—affiliates (17) 17 — — Working capital revolving credit facility—current portion 148,900 — — 148,900 Lease liability—current portion 68,143 17 — 68,160 Environmental liabilities—current portion 5,009 — — 5,009 Trustee taxes payable 42,932 — — 42,932 Accrued expenses and other current liabilities 102,737 65 — 102,802 Derivative liabilities 12,698 — — 12,698 Total current liabilities 753,757 130 — 753,887 Working capital revolving credit facility—less current portion 175,000 — — 175,000 Revolving credit facility 192,700 — — 192,700 Senior notes 690,533 — — 690,533 Long-term lease liability—less current portion 239,308 41 — 239,349 Environmental liabilities—less current portion 54,262 — — 54,262 Financing obligations 148,127 — — 148,127 Deferred tax liabilities 42,879 — — 42,879 Other long—term liabilities 52,451 — — 52,451 Total liabilities 2,349,017 171 — 2,349,188 Partners' equity Global Partners LP equity 456,229 1,836 — 458,065 Noncontrolling interest — 1,174 — 1,174 Total partners' equity 456,229 3,010 — 459,239 Total liabilities and partners' equity $ 2,805,246 $ 3,181 $ — $ 2,808,427 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 For the Year Ended December 31, 2019 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 13,080,376 $ 1,848 $ (494) $ 13,081,730 Cost of sales 12,417,835 1,632 (494) 12,418,973 Gross profit 662,541 216 — 662,757 Costs and operating expenses: Selling, general and administrative expenses 170,546 391 — 170,937 Operating expenses 340,833 1,549 — 342,382 Lease exit and termination gain (493) — — (493) Amortization expense 11,431 — — 11,431 Net gain on sale and disposition of assets (2,730) — — (2,730) Goodwill and long-lived asset impairment 2,022 — — 2,022 Total costs and operating expenses 521,609 1,940 — 523,549 Operating income (loss) 140,932 (1,724) — 139,208 Interest expense (89,856) — — (89,856) Loss on early extinguishment of debt (13,080) — — (13,080) Income (loss) before income tax expense 37,996 (1,724) — 36,272 Income tax expense (1,094) — — (1,094) Net income (loss) 36,902 (1,724) — 35,178 Net loss attributable to noncontrolling interest — 689 — 689 Net income (loss) attributable to Global Partners LP 36,902 (1,035) — 35,867 Less: General partners' interest in net income, including incentive distribution rights 1,379 — — 1,379 Less: Series A preferred limited partner interest in net income 6,728 — — 6,728 Net income (loss) attributable to common limited partners $ 28,795 $ (1,035) $ — $ 27,760 Condensed Consolidating Statement of Operations For the Year Ended December 31, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 12,671,866 $ 1,170 $ (434) $ 12,672,602 Cost of sales 12,019,610 3,017 (434) 12,022,193 Gross profit (loss) 652,256 (1,847) — 650,409 Costs and operating expenses: Selling, general and administrative expenses 170,611 391 — 171,002 Operating expenses 319,598 1,517 — 321,115 Gain on trustee taxes (52,627) — — (52,627) Lease exit and termination gain (3,506) — — (3,506) Amortization expense 10,960 — — 10,960 Net loss on sale and disposition of assets 5,880 — — 5,880 Goodwill and long-lived asset impairment 414 — — 414 Total costs and operating expenses 451,330 1,908 — 453,238 Operating income (loss) 200,926 (3,755) — 197,171 Interest expense (89,145) — — (89,145) Income (loss) before income tax expense 111,781 (3,755) — 108,026 Income tax expense (5,623) — — (5,623) Net income (loss) 106,158 (3,755) — 102,403 Net loss attributable to noncontrolling interest — 1,502 — 1,502 Net income (loss) attributable to Global Partners LP 106,158 (2,253) — 103,905 Less: General partners' interest in net income, including incentive distribution rights 1,033 — — 1,033 Less: Series A preferred limited partner interest in net income 2,691 — — 2,691 Net income (loss) attributable to common limited partners $ 102,434 $ (2,253) $ — $ 100,181 Condensed Consolidating Statement of Operations For the Year Ended December 31, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 8,917,997 $ 2,936 $ (381) $ 8,920,552 Cost of sales 8,332,940 4,941 (381) 8,337,500 Gross profit (loss) 585,057 (2,005) — 583,052 Costs and operating expenses: Selling, general and administrative expenses 154,611 422 — 155,033 Operating expenses 281,973 1,677 — 283,650 Loss on trustee taxes 16,194 — 16,194 Amortization expense 9,206 — — 9,206 Net gain on sale and disposition of assets (1,607) (17) — (1,624) Goodwill and long-lived asset impairment 809 — — 809 Total costs and operating expenses 461,186 2,082 — 463,268 Operating income (loss) 123,871 (4,087) — 119,784 Interest expense (86,230) — — (86,230) Income (loss) before income tax benefit 37,641 (4,087) — 33,554 Income tax benefit 23,563 — — 23,563 Net (income) loss 61,204 (4,087) — 57,117 Net loss attributable to noncontrolling interest — 1,635 — 1,635 Net income (loss) attributable to Global Partners LP 61,204 (2,452) — 58,752 Less: General partners' interest in net income (loss), including incentive distribution rights 394 — — 394 Net income (loss) attributable to common limited partners $ 60,810 $ (2,452) $ — $ 58,358 Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2019 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash provided by (used in) operating activities $ 95,022 $ (620) $ 94,402 Cash flows from investing activities Capital expenditures (82,864) — (82,864) Seller note issuances (1,410) — (1,410) Proceeds from sale of property and equipment 17,060 — 17,060 Net cash used in investing activities (67,214) — (67,214) Cash flows from financing activities Net borrowings from working capital revolving credit facility 70,600 — 70,600 Net payments on revolving credit facility (27,300) — (27,300) Proceeds from senior notes, net 392,602 — 392,602 Repayment of senior notes (381,886) — (381,886) LTIP units withheld for tax obligations (657) — (657) Distributions to limited partners and general partner (76,626) — (76,626) Net cash used in financing activities (23,267) — (23,267) Cash and cash equivalents Increase (decrease) in cash and cash equivalents 4,541 (620) 3,921 Cash and cash equivalents at beginning of year 7,050 1,071 8,121 Cash and cash equivalents at end of year $ 11,591 $ 451 $ 12,042 Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2018 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash provided by (used in) operating activities $ 169,608 $ (752) $ 168,856 Cash flows from investing activities Acquisitions (171,620) — (171,620) Capital expenditures (69,174) — (69,174) Seller note issuances (3,337) — (3,337) Proceeds from sale of property and equipment 18,411 — 18,411 Net cash used in investing activities (225,720) — (225,720) 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 26,600 — 26,600 Net borrowings from revolving credit facility 24,000 — 24,000 LTIP units withheld for tax obligations (835) — (835) Distributions to limited partners and general partner (66,004) — (66,004) Net cash provided by financing activities 50,127 — 50,127 Cash and cash equivalents Decrease in cash and cash equivalents (5,985) (752) (6,737) Cash and cash equivalents at beginning of year 13,035 1,823 14,858 Cash and cash equivalents at end of year $ 7,050 $ 1,071 $ 8,121 Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2017 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash provided by operating activities $ 346,829 $ 1,613 $ 348,442 Cash flows from investing activities Acquisitions (38,479) — (38,479) Capital expenditures (49,866) — (49,866) Seller note issuances (6,086) — (6,086) Proceeds from sale of property and equipment 32,767 20 32,787 Net cash used in (provided by) investing activities (61,664) 20 (61,644) Cash flows from financing activities Net payments on working capital revolving credit facility (197,900) — (197,900) Net payments on revolving credit facility (20,700) — (20,700) LTIP units withheld for tax obligations (522) — (522) Noncontrolling interest capital contribution 279 — 279 Distribution to noncontrolling interest — (465) (465) Distributions to limited partners and general partner (62,660) — (62,660) Net cash used in financing activities (281,503) (465) (281,968) Cash and cash equivalents Increase in cash and cash equivalents 3,662 1,168 4,830 Cash and cash equivalents at beginning of year 9,373 655 10,028 Cash and cash equivalents at end of year $ 13,035 $ 1,823 $ 14,858 |