Supplemental Guarantor Condensed Consolidating Financial Statements | Note 21. 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, 2020 and December 31, 2019, the Condensed Consolidating Statements of Operations for the three and nine months ended September 30, 2020 and 2019 and the Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 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, 2020 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 3,581 $ 1,280 $ — $ 4,861 Accounts receivable, net 239,167 229 — 239,396 Accounts receivable—affiliates 5,282 — — 5,282 Inventories 328,706 — — 328,706 Brokerage margin deposits 23,455 — — 23,455 Derivative assets 43,159 — — 43,159 Prepaid expenses and other current assets 92,126 169 — 92,295 Total current assets 735,476 1,678 — 737,154 Property and equipment, net 1,068,623 1,628 — 1,070,251 Right of use assets, net 287,727 60 — 287,787 Intangible assets, net 38,627 — — 38,627 Goodwill 323,889 — — 323,889 Other assets 28,596 — — 28,596 Total assets $ 2,482,938 $ 3,366 $ — $ 2,486,304 Liabilities and partners’ equity Current liabilities: Accounts payable $ 186,768 $ 26 $ — $ 186,794 Accounts payable—affiliates (396) 396 — — Working capital revolving credit facility—current portion 10,100 — — 10,100 Lease liability—current portion 70,965 — — 70,965 Environmental liabilities—current portion 5,009 — — 5,009 Trustee taxes payable 30,077 — — 30,077 Accrued expenses and other current liabilities 99,683 215 — 99,898 Derivative liabilities 6,589 — — 6,589 Total current liabilities 408,795 637 — 409,432 Working capital revolving credit facility—less current portion 150,000 — — 150,000 Revolving credit facility 188,000 — — 188,000 Senior notes 691,765 — — 691,765 Long-term lease liability—less current portion 229,266 41 — 229,307 Environmental liabilities—less current portion 50,416 — — 50,416 Financing obligations 146,994 — — 146,994 Deferred tax liabilities 56,399 — — 56,399 Other long—term liabilities 54,926 — — 54,926 Total liabilities 1,976,561 678 — 1,977,239 Partners' equity Global Partners LP equity 506,377 2,688 — 509,065 Noncontrolling interest — — — — Total partners' equity 506,377 2,688 — 509,065 Total liabilities and partners' equity $ 2,482,938 $ 3,366 $ — $ 2,486,304 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 Statement of Operations Three Months Ended September 30, 2020 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 2,061,152 $ 718 $ (488) $ 2,061,382 Cost of sales 1,892,535 94 (488) 1,892,141 Gross profit 168,617 624 — 169,241 Costs and operating expenses: Selling, general and administrative expenses 42,865 353 — 43,218 Operating expenses 81,869 366 — 82,235 Amortization expense 2,712 — — 2,712 Net loss on sale and disposition of assets 691 — — 691 Long-lived asset impairment 203 — — 203 Total costs and operating expenses 128,340 719 — 129,059 Operating income (loss) 40,277 (95) — 40,182 Interest expense (19,854) — — (19,854) Income (loss) before income tax expense 20,423 (95) — 20,328 Income tax expense (2,136) — — (2,136) Net income (loss) 18,287 (95) — 18,192 Net loss attributable to noncontrolling interest — 38 — 38 Net income attributable to Global Partners LP 18,287 (57) — 18,230 Less: General partners' interest in net income, including incentive distribution rights 324 — — 324 Less: Series A preferred limited partner interest in net income 1,682 — — 1,682 Net income attributable to common limited partners $ 16,281 $ (57) $ — $ 16,224 Condensed Consolidating Statement of Operations Three Months Ended September 30, 2019 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 3,245,348 $ 313 $ (8) $ 3,245,653 Cost of sales 3,057,568 324 (8) 3,057,884 Gross profit (loss) 187,780 (11) — 187,769 Costs and operating expenses: Selling, general and administrative expenses 45,237 96 — 45,333 Operating expenses 87,465 362 — 87,827 Amortization expense 2,766 — — 2,766 Net loss on sale and disposition of assets 323 — — 323 Long-lived asset impairment 643 — — 643 Total costs and operating expenses 136,434 458 — 136,892 Operating income (loss) 51,346 (469) — 50,877 Interest expense (22,091) — — (22,091) Loss on early extinguishment of debt (13,080) — — (13,080) Income (loss) before income tax expense 16,175 (469) — 15,706 Income tax expense (813) — — (813) Net income (loss) 15,362 (469) — 14,893 Net loss attributable to noncontrolling interest — 187 — 187 Net income attributable to Global Partners LP 15,362 (282) — 15,080 Less: General partners' interest in net income, including incentive distribution rights 395 — — 395 Less: Series A preferred limited partner interest in net income 1,682 — — 1,682 Net income attributable to common limited partners $ 13,285 $ (282) $ — $ 13,003 Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2020 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 6,124,977 $ 1,829 $ (754) $ 6,126,052 Cost of sales 5,571,224 656 (754) 5,571,126 Gross profit 553,753 1,173 — 554,926 Costs and operating expenses: Selling, general and administrative expenses 141,871 1,287 — 143,158 Operating expenses 240,295 1,207 — 241,502 Amortization expense 8,137 — — 8,137 Net loss on sale and disposition of assets 623 — — 623 Long-lived asset impairment 1,927 — — 1,927 Total costs and operating expenses 392,853 2,494 — 395,347 Operating income 160,900 (1,321) — 159,579 Interest expense (62,544) — — (62,544) Income (loss) before income tax benefit 98,356 (1,321) — 97,035 Income tax benefit 205 — — 205 Net income (loss) 98,561 (1,321) — 97,240 Net loss attributable to noncontrolling interest — 528 — 528 Net income attributable to Global Partners LP 98,561 (793) — 97,768 Less: General partners' interest in net income, including incentive distribution rights 857 — — 857 Less: Series A preferred limited partner interest in net income 5,046 — — 5,046 Net income attributable to common limited partners $ 92,658 $ (793) $ — $ 91,865 Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2019 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Eliminations Consolidated Sales $ 9,731,847 $ 1,205 $ (233) $ 9,732,819 Cost of sales 9,219,952 1,344 (233) 9,221,063 Gross profit (loss) 511,895 (139) — 511,756 Costs and operating expenses: Selling, general and administrative expenses 127,096 295 — 127,391 Operating expenses 256,062 1,160 — 257,222 Lease exit and termination gain (493) — — (493) Amortization expense 8,719 — — 8,719 Net gain on sale and disposition of assets (252) — — (252) Long-lived asset impairment 643 — — 643 Total costs and operating expenses 391,775 1,455 — 393,230 Operating income (loss) 120,120 (1,594) — 118,526 Interest expense (68,113) — — (68,113) Loss on early extinguishment of debt (13,080) — — (13,080) Income (loss) before income tax expense 38,927 (1,594) — 37,333 Income tax expense (1,275) — — (1,275) Net income (loss) 37,652 (1,594) — 36,058 Net loss attributable to noncontrolling interest — 637 — 637 Net income attributable to Global Partners LP 37,652 (957) — 36,695 Less: General partners' interest in net income, including incentive distribution rights 1,065 — — 1,065 Less: Series A preferred limited partner interest in net income 5,046 — — 5,046 Net income attributable to common limited partners $ 31,541 $ (957) $ — $ 30,584 Condensed Consolidating Statement Cash Flows Nine Months Ended September 30, 2020 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash provided by (used in) operating activities $ 250,460 $ (171) $ 250,289 Cash flows from investing activities Capital expenditures (39,644) — (39,644) Seller note issuances (1,188) — (1,188) Proceeds from sale of property and equipment 6,060 — 6,060 Net cash used in investing activities (34,772) — (34,772) Cash flows from financing activities Net payments on working capital revolving credit facility (163,800) — (163,800) Net payments on revolving credit facility (4,700) — (4,700) Repurchase of common units (291) — (291) LTIP units withheld for tax obligations (273) — (273) Noncontrolling interest capital contribution (600) 1,000 400 Acquisition of noncontrolling interest (1,650) — (1,650) Distributions to limited partners and general partner (52,384) — (52,384) Net cash used in (provided by) financing activities (223,698) 1,000 (222,698) Cash and cash equivalents (Decrease) increase in cash and cash equivalents (8,010) 829 (7,181) Cash and cash equivalents at beginning of period 11,591 451 12,042 Cash and cash equivalents at end of period $ 3,581 $ 1,280 $ 4,861 Condensed Consolidating Statement Cash Flows Nine Months Ended September 30, 2019 (In thousands) (Issuer) Non- Guarantor Guarantor Subsidiaries Subsidiary Consolidated Cash flows from operating activities Net cash provided by (used in) operating activities $ 110,013 $ (488) $ 109,525 Cash flows from investing activities Capital expenditures (52,494) — (52,494) Seller note issuances (640) — (640) Proceeds from sale of property and equipment 11,994 — 11,994 Net cash used in investing activities (41,140) — (41,140) Cash flows from financing activities Net payments on working capital revolving credit facility (400) — (400) Net payments on revolving credit facility (23,000) — (23,000) Proceeds from senior notes, net 392,602 — 392,602 Repayment of senior notes (381,886) — (381,886) LTIP units withheld for tax obligations (646) — (646) Distributions to limited partners and general partner (57,396) — (57,396) Net cash used in financing activities (70,726) — (70,726) Cash and cash equivalents Decrease in cash and cash equivalents (1,853) (488) (2,341) Cash and cash equivalents at beginning of period 7,050 1,071 8,121 Cash and cash equivalents at end of period $ 5,197 $ 583 $ 5,780 |