GLOBAL PARTNERS LP - 10-K filing on 2017-03-10

Supplemental Guarantor Condensed Consolidating Financial Statements

12 Months Ended

Dec. 31, 2016

Supplemental Guarantor Condensed Consolidating Financial Statements

Supplemental Guarantor Condensed Consolidating Financial Statements

Note 25. 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, 2016 and 2015, the Condensed Consolidating Statements of Operations for the years ended December 31, 2016, 2015 and 2014 and the Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 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, 2016

(In thousands)


	(Issuer)		Non-
	Guarantor		Guarantor
	Subsidiaries		Subsidiary		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	9,373	$	655	$	—	$	10,028
Accounts receivable, net		420,897		213		250		421,360
Accounts receivable - affiliates		2,865		528		(250)		3,143
Inventories		521,878		—		—		521,878
Brokerage margin deposits		27,653		—		—		27,653
Derivative assets		21,382		—		—		21,382
Prepaid expenses and other current assets		69,872		150		—		70,022
Total current assets		1,073,920		1,546		—		1,075,466
Property and equipment, net		1,087,964		11,935		—		1,099,899
Intangible assets, net		65,013		—		—		65,013
Goodwill		294,768		—		—		294,768
Other assets		28,874		—		—		28,874
Total assets	$	2,550,539	$	13,481	$	—	$	2,564,020

Liabilities and partners' equity
Current liabilities:
Accounts payable	$	320,003	$	259	$	—	$	320,262
Working capital revolving credit facility - current portion		274,600		—		—		274,600
Environmental liabilities - current portion		5,341		—		—		5,341
Trustee taxes payable		101,166		—		—		101,166
Accrued expenses and other current liabilities		70,262		181		—		70,443
Derivative liabilities		27,413		—		—		27,413
Total current liabilities		798,785		440		—		799,225
Working capital revolving credit facility - less current portion		150,000		—		—		150,000
Revolving credit facility		216,700		—		—		216,700
Senior notes		659,150		—		—		659,150
Environmental liabilities - less current portion		57,724		—		—		57,724
Financing obligations		152,444		—		—		152,444
Deferred tax liabilities		66,054		—		—		66,054
Other long-term liabilities		64,882		—		—		64,882
Total liabilities		2,165,739		440		—		2,166,179

Partners' equity
Global Partners LP equity		384,800		7,855		—		392,655
Noncontrolling interest		—		5,186		—		5,186
Total partners' equity		384,800		13,041		—		397,841
Total liabilities and partners' equity	$	2,550,539	$	13,481	$	—	$	2,564,020

Condensed Consolidating Balance Sheet

December 31, 2015

(In thousands)


	(Issuer)		Non-
	Guarantor		Guarantor
	Subsidiaries		Subsidiary		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	4,690	$	(3,574)	$	1,116
Accounts receivable, net		311,079		275		—		311,354
Accounts receivable - affiliates		2,745		746		(913)		2,578
Inventories		388,952		—		—		388,952
Brokerage margin deposits		31,327		—		—		31,327
Derivative assets		66,099		—		—		66,099
Prepaid expenses and other current assets		65,376		233		—		65,609
Total current assets		865,578		5,944		(4,487)		867,035
Property and equipment, net		1,203,251		39,432		—		1,242,683
Intangible assets, net		75,694		—		—		75,694
Goodwill		349,306		86,063		—		435,369
Other assets		42,894		—		—		42,894
Total assets	$	2,536,723	$	131,439	$	(4,487)	$	2,663,675

Liabilities and partners' equity
Current liabilities:
Cash overdraft	$	3,574	$	—	$	(3,574)	$	—
Accounts payable		303,242		539		—		303,781
Accounts payable - affiliates		746		167		(913)		—
Working capital revolving credit facility - current portion		98,100		—		—		98,100
Environmental liabilities - current portion		5,350		—		—		5,350
Trustee taxes payable		95,264		—		—		95,264
Accrued expenses and other current liabilities		59,742		586		—		60,328
Derivative liabilities		31,911		—		—		31,911
Total current liabilities		597,929		1,292		(4,487)		594,734
Working capital revolving credit facility - less current portion		150,000		—		—		150,000
Revolving credit facility		269,000		—		—		269,000
Senior notes		656,564		—		—		656,564
Environmental liabilities - less current portion		67,883		—		—		67,883
Financing obligations		89,790		—		—		89,790
Deferred tax liabilities		84,836		—		—		84,836
Other long-term liabilities		56,884		—		—		56,884
Total liabilities		1,972,886		1,292		(4,487)		1,969,691

Partners' equity
Global Partners LP equity		563,837		83,952		—		647,789
Noncontrolling interest		—		46,195		—		46,195
Total partners' equity		563,837		130,147		—		693,984
Total liabilities and partners' equity	$	2,536,723	$	131,439	$	(4,487)	$	2,663,675

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2016

(In thousands)


	(Issuer)		Non-
	Guarantor		Guarantor
	Subsidiaries		Subsidiary		Eliminations		Consolidated

Sales	$	8,236,847	$	5,961	$	(3,169)	$	8,239,639
Cost of sales		7,686,875		9,443		(3,169)		7,693,149
Gross profit		549,972		(3,482)		—		546,490
Costs and operating expenses:
Selling, general and administrative expenses		148,829		844		—		149,673
Operating expenses		284,430		4,117		—		288,547
Lease exit and termination expenses		80,665		—		—		80,665
Amortization expense		9,389		—		—		9,389
Net loss on sale and disposition of assets		20,495		—		—		20,495
Goodwill and long-lived asset impairment		45,803		104,169		—		149,972
Total costs and operating expenses		589,611		109,130		—		698,741
Operating loss		(39,639)		(112,612)		—		(152,251)
Interest expense		(86,319)		—		—		(86,319)
Loss before income tax expense		(125,958)		(112,612)		—		(238,570)
Income tax expense		(53)		—		—		(53)
Net loss		(126,011)		(112,612)		—		(238,623)
Net loss attributable to noncontrolling interest		—		39,211		—		39,211
Net loss attributable to Global Partners LP		(126,011)		(73,401)		—		(199,412)
Less: General partners' interest in net loss, including incentive distribution rights		(1,336)		—		—		(1,336)
Limited partners' interest in net loss	$	(124,675)	$	(73,401)	$	—	$	(198,076)

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2015

(In thousands)


	(Issuer)		Non-
	Guarantor		Guarantor
	Subsidiaries		Subsidiary		Eliminations		Consolidated

Sales	$	10,306,493	$	23,549	$	(15,190)	$	10,314,852
Cost of sales		9,722,340		10,033		(15,190)		9,717,183
Gross profit		584,153		13,516		—		597,669
Costs and operating expenses:
Selling, general and administrative expenses		174,925		2,118		—		177,043
Operating expenses		281,201		9,106		—		290,307
Amortization expense		10,467		3,032		—		13,499
Net loss on sale and disposition of assets		2,097		—		—		2,097
Total costs and operating expenses		468,690		14,256		—		482,946
Operating income (loss)		115,463		(740)		—		114,723
Interest expense		(73,324)		(8)		—		(73,332)
Income (loss) before income tax expense		42,139		(748)		—		41,391
Income tax expense		1,873		—		—		1,873
Net income (loss)		44,012		(748)		—		43,264
Net loss attributable to noncontrolling interest		—		299		—		299
Net income (loss) attributable to Global Partners LP		44,012		(449)		—		43,563
Less: General partners' interest in net income, including incentive distribution rights		7,667		—		—		7,667
Limited partners' interest in net income (loss)	$	36,345	$	(449)	$	—	$	35,896

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2014

(In thousands)


	(Issuer)		Non-
	Guarantor		Guarantor
	Subsidiaries		Subsidiaries		Eliminations		Consolidated

Sales	$	17,256,583	$	39,347	$	(25,976)	$	17,269,954
Cost of sales		16,743,163		7,980		(25,976)		16,725,167
Gross profit		513,420		31,367		—		544,787
Costs and operating expenses:
Selling, general and administrative expenses		150,964		2,997		—		153,961
Operating expenses		192,512		11,558		—		204,070
Amortization expense		7,846		11,021		—		18,867
Net loss on sale and disposition of assets		2,182		—		—		2,182
Total costs and operating expenses		353,504		25,576		—		379,080
Operating income		159,916		5,791		—		165,707
Interest expense		(47,651)		(113)		—		(47,764)
Income before income tax expense		112,265		5,678		—		117,943
Income tax expense		(963)		—		—		(963)
Net income		111,302		5,678		—		116,980
Net income attributable to noncontrolling interest		—		(2,271)		—		(2,271)
Net income attributable to Global Partners LP		111,302		3,407		—		114,709
Less: General partners' interest in net income, including incentive distribution rights		5,981		—		—		5,981
Limited partners' interest in net income	$	105,321	$	3,407	$	—	$	108,728

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2016

(In thousands)


	(Issuer)		Non-
	Guarantor		Guarantor
	Subsidiaries		Subsidiary		Consolidated
Cash flows from operating activities
Net cash (used in) provided by operating activities	$	(120,338)	$	452	$	(119,886)

Cash flows from investing activities
Capital expenditures		(71,279)		—		(71,279)
Proceeds from sale of property and equipment		77,718		8		77,726
Net cash provided by investing activities		6,439		8		6,447

Cash flows from financing activities
Net borrowings from working capital revolving credit facility		176,500		—		176,500
Net payments on revolving credit facility		(52,300)		—		(52,300)
Proceeds from sale-leaseback, net		62,469		—		62,469
Distribution to noncontrolling interest		2,697		(4,495)		(1,798)
Distributions to partners		(62,520)		—		(62,520)
Net cash provided by (used in) financing activities		126,846		(4,495)		122,351

Cash and cash equivalents
Increase (decrease) in cash and cash equivalents		12,947		(4,035)		8,912
Cash and cash equivalents at beginning of year		(3,574)		4,690		1,116
Cash and cash equivalents at end of year	$	9,373	$	655	$	10,028

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2015

(In thousands)


	(Issuer)		Non-
	Guarantor		Guarantor
	Subsidiaries		Subsidiary		Consolidated
Cash flows from operating activities
Net cash provided by operating activities	$	50,309	$	12,197	$	62,506

Cash flows from investing activities
Acquisitions		(561,170)		—		(561,170)
Capital expenditures		(90,240)		(2,685)		(92,925)
Proceeds from sale of property and equipment		4,331		—		4,331
Net cash used in investing activities		(647,079)		(2,685)		(649,764)

Cash flows from financing activities
Proceeds from issuance of common units, net		109,305		—		109,305
Net borrowings from working capital revolving credit facility		148,100		—		148,100
Net borrowings from revolving credit facility		135,200		—		135,200
Proceeds from senior notes, net of discount		295,338		—		295,338
Payments on line of credit		—		(700)		(700)
Repurchase of common units		(3,892)		—		(3,892)
Noncontrolling interest capital contribution		9,360		(6,800)		2,560
Distribution to noncontrolling interest		(5,280)		—		(5,280)
Distributions to partners		(97,495)		—		(97,495)
Net cash provided by (used in) financing activities		590,636		(7,500)		583,136

Cash and cash equivalents
(Decrease) increase in cash and cash equivalents		(6,134)		2,012		(4,122)
Cash and cash equivalents at beginning of year		2,560		2,678		5,238
Cash and cash equivalents at end of year	$	(3,574)	$	4,690	$	1,116

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2014

(In thousands)


	(Issuer)		Non-
	Guarantor		Guarantor
	Subsidiaries		Subsidiary		Consolidated
Cash flows from operating activities
Net cash provided by operating activities	$	321,319	$	23,583	$	344,902

Cash flows from investing activities
Capital expenditures		(78,863)		(16,251)		(95,114)
Proceeds from sale of property and equipment		4,021		—		4,021
Net cash used in investing activities		(74,842)		(16,251)		(91,093)

Cash flows from financing activities
Proceeds from issuance of common units, net		137,844		—		137,844
Net payments on working capital revolving credit facility		(227,000)		—		(227,000)
Net payments on revolving credit facility		(300,900)		—		(300,900)
Proceeds from senior notes, net of discount		258,903		—		258,903
Repayment of senior notes		(40,244)		—		(40,244)
Payments on line of credit		—		(3,000)		(3,000)
Repurchase of common units		(8,632)		—		(8,632)
Noncontrolling interest capital contribution		10,700		(2,500)		8,200
Distribution to noncontrolling interest		(9,200)		—		(9,200)
Distributions to partners		(73,759)		—		(73,759)
Net cash used in financing activities		(252,288)		(5,500)		(257,788)

Cash and cash equivalents
Decrease (increase) in cash and cash equivalents		(5,811)		1,832		(3,979)
Cash and cash equivalents at beginning of year		8,371		846		9,217
Cash and cash equivalents at end of year	$	2,560	$	2,678	$	5,238