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