Global Partners - Q3 2023

Transcript

Operator (participant)

Good day, everyone, and welcome to the Global Partners third quarter 2023 financial results conference call. Today's call is being recorded. There will be an opportunity for questions at the end of the call. A brief question-and-answer session will follow the formal presentation. With us from Global Partners are President and Chief Executive Officer, Mr. Eric Slifka; Chief Financial Officer, Mr. Gregory Hanson; Chief Operating Officer, Mr. Mark Romaine; and Chief Legal Officer, Mr. Sean Geary. At this time, I'd like to turn the call over to Mr. Geary for opening remarks. Please go ahead, sir.

Sean Geary (Chief Legal Officer)

Good morning, everyone. Thank you for joining us. Today's call will include forward-looking statements within the meaning of federal securities laws. These statements include projections, expectations, and estimates concerning the future financial and operational performance of Global Partners, which are based on assumptions regarding market conditions, demand for liquid energy products and convenience store products, the regulatory and permitting environment, the forward product pricing curve, and other factors which could influence our financial results. We believe these assumptions are reasonable, given currently available information. Our assumptions and future performance are subject to a wide range of business risks, uncertainties, and factors which are described in our filings with the Securities and Exchange Commission and which could cause actual results to differ materially from the partnership's historical experience and present expectations or projections. Global Partners undertakes no obligation to revise or update any forward-looking statements.

Any material comments concerning future results of operations will be communicated through news releases, publicly announced conference calls, or other means that will constitute public disclosure for the purposes of Regulation FD. Now, it's my pleasure to turn the call over to our President and Chief Executive Officer, Eric Slifka.

Eric Slifka (President and CEO)

Thank you, Sean, and good morning, everyone. Let me begin with what we consider to be a transformational deal for Global, our definitive agreement to acquire 25 refined product terminals from Motiva Enterprises for $305.8 million. To put this acquisition in context, today, we own or lease 24 bulk terminals, primarily in the Northeast, with a combined storage capacity of approximately 9.9 million barrels. The addition of the Motiva terminals diversifies our terminaling operations into new geographies along the Atlantic Coast, in the Southeastern U.S., and in Texas, providing platforms for growth in supply, wholesale, commercial, and retail. In all, we will be adding approximately 8.4 million barrels of shell capacity for products including gasoline, ultra-low sulfur diesel, and ethanol.

The terminal portfolio is well-maintained and strategically located, with direct connections to critical, highly utilized U.S. refined product infrastructure, including the Colonial, Plantation, Enterprise, Explorer, and Magellan pipelines. The transaction is underpinned by a 25-year take-or-pay throughput agreement with Motiva. Let me provide a brief overview of the assets we're acquiring. The Atlantic Coast assets consist of 10 bulk terminals in Maryland, Virginia, North Carolina, and South Carolina, with a combined storage capacity of approximately 3.4 million barrels. The Southeast assets consist of 8 bulk terminals in Florida and Georgia, with a combined storage capacity of about 3.4 million barrels. The Texas assets consist of 7 bulk terminals with a combined storage capacity of approximately 1.6 million barrels. Upon closing, our storage capacity will be 18.3 million barrels, an increase approximately of 85% from our capacity as of September thirtieth.

This transaction aligns with our strategy to acquire, invest in, and optimize assets that drive operating synergies. The terminals we are acquiring provide critical midstream infrastructure with the flexibility to serve customers through multiple modes, including ship, barge, pipeline, rail, and truck. In addition, we gain further operational capacity for our own volumes as we continue to grow. We expect the Motiva transaction to close by the end of this year, subject to customary closing conditions, including regulatory approvals. We look forward to optimizing and developing these terminal assets to their full potential. I also want to touch on our planned acquisition of five Gulf Oil refined product terminals in Maine, Massachusetts, Connecticut, and New Jersey. We continue to diligently work through the regulatory review process and remain hopeful that we will be able to complete the acquisition this year.

Turning to Q3, the Global team delivered solid results in the quarter, which was in line with our expectations in a more normalized market compared with last year. We continue to deliver value across the midstream and downstream liquid energy markets, providing customers with essential products and services through our integrated fuel storage, distribution, and retail assets. As part of our alternative fuel strategy, we recently activated our first company-owned electric vehicle charging stations. The DC fast charging stations are located at our Xtramart convenience and fueling station in Worcester, Massachusetts, and at our newly opened Alltown Fresh kitchen and marketplace in Fort Edward, New York. While the new charging stations are the first owned by Global, they are not the first in our portfolio. We operate two EV charging station sites with chargers owned by a third party and have five more sites under construction.

We continue to focus on contributing to state and regional energy initiatives. Given the scale of our GDSO business, we believe we are well positioned to play an integral role in the transition to alternative energy sources, providing a range of multi-fueling options for consumers. Turning to our distribution. In July, the board approved a quarterly cash distribution of $0.6850 or $2.74 on an annualized basis on all outstanding common units. The distribution will be paid on November 14 to unit holders of record as of the close of business on November 8, 2023. This marks the eighth consecutive quarter in which the board has increased the cash distribution. With that, now let me turn the call over to Greg for his financial review. Greg?

Gregory Hanson (CFO)

Thank you, Eric, and good morning, everyone. As we noted this morning in this morning's earnings release, our third quarter year-over-year comparison is somewhat challenging, with more normalized market conditions in the third quarter of this year compared to the record results we achieved in the Third Quarter of 2022, due to the strong backwardation and commodity market volatility that benefited the performance in that period. That said, and as Eric noted, we are pleased with our third quarter of 2023 results, which were in line with our expectations. For the Third Quarter of 2023, Adjusted EBITDA was $77.7 million, compared with $168.5 million in 2022.

Net income for the third quarter was $26.8 million, compared with $111.4 million in 2022, and DCF was $42.2 million in the third quarter, compared with $128 million in 2022. Adjusted DCF, a new metric commencing this quarter, was $43.3 million in the third quarter of 2023 versus $128 million in 2022. Adjusted EBITDA and adjusted DCF includes our proportionate share of EBITDA and DCF related to our 49.99% interest in our Spring Partners Retail joint venture that we closed on this past June. Please note that adjusted DCF is not used in our partnership agreement to determine our ability to make cash distributions. It may be higher or lower than DCF, as calculated under our partnership agreement.

Adjusted DCF is presented solely to provide investors an enhanced perspective of our financial performance. TTM distribution coverage as of September 30, 2023, including the Q4 2022 special distribution, was 1.5 times or 1.4 times after factoring distributions to our preferred unit holders. Turning to our segment details, GDSO product margin was down $55.1 million in the quarter to $206.5 million. Product margin from gasoline distribution decreased $56 million to $132 million, primarily due to lower fuel margins in Q3 2023 compared to Q3 2022. On a cents per gallon basis, fuel margins declined to $0.31 from $0.44 in last year's third quarter.

We experienced uniquely strong fuel margins in third quarter of 2022, with wholesale gasoline prices declining $1.18 from 6/30/2022 to 9/30/2022. In comparison, this year's third quarter wholesale gasoline prices declined $0.19. Station operations product margin, which includes convenience store and prepared food sales, sundries, and rental income, increased to $0.9 million-$74.5 million in the third quarter of 2023, in part due to our September 2022 acquisition of Tidewater Convenience. GDSO product margins, both from gasoline distribution and station operations, were negatively impacted for the quarter due to excessive rain, with the Northeast experiencing its third wettest summer since record-keeping began 129 years ago, per the National Oceanic and Atmospheric Administration, which includes consumer demand for gasoline and C-store products and sundries, such as car wash sales.

At the end of the third quarter, our GDSO portfolio consisted of 1,624 sites, comprised of 342 company-operated sites, 300 commissioned agents, 184 leased dealers, and 798 contract dealers. In addition, we operate 64 sites on behalf of our Spring Partners Retail Joint Venture. Looking at the wholesale segment, third quarter of 2023 product margin decreased $42.1 million to $37.2 million, primarily due to less favorable market conditions in gasoline, distillates, and residual oil. Gasoline and gasoline blend stock product margin decreased $33.8 million to $20.4 million for the quarter, and product margin from distillates and other oils decreased $8.3 million to $16.8 million.

Our commercial segment product margin decreased $2 million to $8.4 million, primarily due to less favorable market conditions in bunkering. Looking at expenses, operating expenses decreased $3.6 million to $115.9 million in the third quarter of 2023, primarily in our GDSO segment, including a decrease in our environmental expenses due to an additional reserve we booked in the third quarter of 2022, and lower rent expense, offset by an increase in salary expense. SG&A expense decreased $1.6 million in the third quarter of 2023 to $63.5 million, including a decrease in accrued discretionary incentive comp, partially offset by increases in acquisition costs and wages and benefits.

Interest expense was $21.1 million in the Third Quarter of 2023 versus $19 million in 2022, due in part to higher average balances on our credit facilities and higher interest rates. CapEx in the third quarter was $17.4 million, consisting of $12.2 million of maintenance CapEx and $5.2 million of expansion CapEx, primarily related to investments in our gasoline station business. Through the first nine months of the year, we had $35.4 million in maintenance CapEx and $19.3 million in expansion CapEx. For the full year of 2023, we continue to expect maintenance capital expenditures in the range of $50 million-$60 million.

Based on our anticipated projects through the end of the year, primarily related to investments in our gasoline stations, we are revising our planned expansion CapEx from 2023 to a range of $35 million-$45 million, from our previous expectations of $55 million-$65 million. These current estimates depend in part on the timing of completion of projects, availability of equipment and workforce, weather, and unanticipated events or opportunities requiring additional maintenance or investments. Our balance sheet remains strong at 9/30, with leverage, which is defined in our credit agreement as funded debt to EBITDA, of approximately 2.37 times at the end of the third quarter, and we continue to have ample excess capacity in our credit facilities. As of September 30, 2023, total borrowings outstanding in our credit agreement were $154.7 million.

This consisted of $65.7 million of borrowings outstanding under our $950 million working capital revolving credit facility, and $89 million outstanding under our $600 million revolving credit facility. Now, let me provide some additional color on the announced transaction with Motiva. As Eric noted, we are acquiring 25 refined product terminals across the Atlantic Coast, the Southeastern United States, and Texas, for a purchase price of $305.8 million in cash. We expect to finance the acquisition under our bank facilities. On a pro forma basis, including the Motiva and Gulf transactions, we expect that leverage, as defined in our credit agreement, will be within our long-term target of 4x. In addition, excluding first-year transition-related expenses, we expect the acquisition to be accretive in the first full year of operations.

Looking at our upcoming investor relations calendar, next month, we will be participating in the 2023 Wells Fargo Midstream and Utilities Conference in New York City. For those of you who are participating, we look forward to meeting with you. Now, let me turn the call back to Eric for closing comments. Eric?

Eric Slifka (President and CEO)

Thank you, Greg. Looking ahead, we remain focused on our initiatives to drive growth through strategic M&A, asset optimization, and balanced capital allocation, creating long-term value for our unitholders. Refined product demand in the US remains stable. We believe that our acquisition of the Motiva Terminals is a transformational deal for Global, one that builds on our reputation as a leading provider of critical midstream infrastructure. Now, Greg, Mark, and I will be happy to take your questions. Operator?

Operator (participant)

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star two if you would like to remove your questions from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Our first question comes from Selman Akyol with Stifel. Please proceed with your question.

Tim Opler (Managing Director)

Hey, guys. Good morning. This is Tim on for Selman. Congrats on the terminal acquisition. Just wanted to start off with that. Just wondering if you could expand a little bit on the opportunities and synergies and growth prospects you see with this enhanced terminal footprint, and as well as how it maybe relates to your ExxonMobil JV, down in Houston.

Eric Slifka (President and CEO)

I think we, a couple of us will handle those questions. This is, it's Eric. You know, first, look, this is a deal that is banked that is backed by Motiva as an anchor tenant. It, you know, in a way, we look at that as sort of hedging, you know, hedging our bets here, because as an anchor tenant, they're providing a material source of revenue for the transaction. Then from there, obviously, we're in the terminaling business throughout the Northeast. I'd say historically, Tim, we started, you know, really in the retail heating oil business. We went into the wholesale heating oil business, and then we bought terminals.

This story is a little bit similar, maybe not in every market, but we are in many of the markets in the wholesale business. These are now taking assets and putting those assets behind it, and it, we think it's gonna put us in a position to expand that business, as well as potentially being more competitive on any retail acquisitions. We also think there's an opportunity around supply for these assets as well. It's really taking that vertically integrated business model that we've successfully deployed throughout the Northeast and now moving it down the coast into Florida as well as into Texas, and really leveraging our physical position in these markets. Mark, I don't know if you have anything else that you want to add.

Mark Romaine (COO)

Yeah, the only one thing I would add to that is these assets, you know, they've been owned by Motiva and run successfully and for many years, and they're very well-maintained. That being said, I think we expect to find some opportunities to invest in these terminals and to optimize these assets. That's the only thing I would add to that, along with all of the strategic benefits and synergies that Eric highlighted.

Eric Slifka (President and CEO)

Yeah, look, and you also asked a question around ExxonMobil and how does this play into that? You know, this is a deal where we own the assets. Look, we're going to try to provide the best value for all of our partners here. If there is a way to provide value to our JV, you know, we're gonna try to work with our partner to, in fact, do that, right?

Tim Opler (Managing Director)

Understood. Sounds like a good set of opportunities ahead of you guys. Then just switching to the Gulf acquisitions, just wondering, what's the next kind of thing to tackle to get the acquisition closed by year-end?

Eric Slifka (President and CEO)

Yeah, I mean, Tim, we continue to work with the regulatory agents, FTC, in a diligent manner, and it's really all we're gonna comment on.

Tim Opler (Managing Director)

Got it. Then the last one for me, so obviously, you guys recently put a couple EV charging stations that you guys own into service, and it seems like a couple more on the way. Just wondering what kind of drove the rationale for you guys to own them, and, and then ultimately, you know, if you'd like to expand this even further beyond, beyond what you have going on now?

Mark Romaine (COO)

Yeah, Tim, you know, we've tried to lean into that space, to the extent that we can. You know, we realize that energy transition will, you know, will be coming at us. We're trying to stay at the forefront, in some cases, lead. It's not limited to EVs. You know, we are handling volumes of renewable diesel today. I would say, you know, one of the first in the market to be handling those volumes. We continue to invest in things like biodiesel blending, but on the EV front, you know, we're trying to formulate our strategy.

We're trying to take advantage of incentives and funding, and put that to work along with our own capital, and really, like I said, lean in and learn how this works and watch it and, you know, continue to shape the strategy. It's really an evolution, but it is something that, you know, we're spending a fair amount of time on, and we're trying to invest where we can.

Eric Slifka (President and CEO)

Yeah. Look, the goal is to make sure that we're financially disciplined, right? Part of what we're doing is working with the states and the local towns and the federal government to really put their dollars to work to make the transition happen quicker. You know, so it gives us a chance of having better returns, and it lowers our risk.

Tim Opler (Managing Director)

Understood. Thank you guys so much for the time.

Mark Romaine (COO)

Thank you.

Operator (participant)

As a reminder, if you would like to ask a question, please press star one on your telephone keypad. There are no further questions at this time. I would now like to turn the floor back over to Mr. Slifka for closing comments.

Eric Slifka (President and CEO)

Thank you for joining us this morning. We look forward to keeping you updated on our progress. Thanks, everybody.

Operator (participant)

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.