Global Partners - Q4 2023
February 28, 2024
Transcript
Operator (participant)
Good day, everyone, and welcome to the Global Partners Fourth 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. If anyone should require operator assistance during the call, please press star zero on your telephone keypad. 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 (CLO)
Good morning, everyone. Thank you for joining us. Today's call will include forward-looking statements within the meaning of federal securities laws, including projections and expectations concerning the future financial and operational performance of Global Partners. No assurances can be given that these projections will be attained or that these expectations will be met. Our assumptions and future performance are subject to a wide range of business risks, uncertainties, and factors which could cause actual results to differ materially as described in our filings with the Securities and Exchange Commission. Global Partners undertakes no obligation to revise or update any forward-looking statements. 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. I'll begin by recognizing the exceptional Global Partners team. Their hard work, operational excellence, and creativity enabled us to execute our acquisition strategy while delivering solid fourth quarter and full year performance. 2023 was a transformative year for Global. We closed on the Motiva terminals and the retail JV with ExxonMobil. These accretive deals position the company to drive new growth opportunities and increase our earnings power. First, in June, we invested $69.5 million in cash for a 49.99% ownership interest in our Spring Partners retail joint venture with ExxonMobil, acquiring 64 convenience and fueling facilities. This transaction enables us to apply our extensive operational and management expertise in the growing Houston metro area. Second, in December, we acquired 25 liquid energy terminals from Motiva Enterprises for $313.2 million in cash.
The Motiva transaction broadens and diversifies our footprint. We nearly doubled our storage capacity by adding terminals in seven new states. These terminals, with pipeline, rail, and waterborne capabilities, support the growth of our integrated supply, storage, wholesale, and retail network in rapidly growing areas of the country. The acquisition is supported by a 25-year take-or-pay throughput agreement with Motiva, the anchor tenant at these facilities, and includes minimum annual revenue commitments. Our integration of the Motiva assets is well underway, and we feel very good about being able to achieve our target acquisition multiple of below 7x in the second year of ownership. The Spring Partners retail joint venture and the Motiva acquisition directly align with our strategy to acquire, invest in, and optimize synergistic, high-quality assets that complement our operational capabilities.
As I noted in this morning's earnings release, with these two deals, along with the strength of our legacy assets and business execution, our market diversification and growth potential have never been stronger. Between acquisitions and expansion CapEx, over the past two years, we invested more than $745 million to buy strategic assets and grow organically while maintaining the strength of our balance sheet. In January, the board approved a quarterly cash distribution of $0.70, or $2.80 on an annualized basis, on all outstanding common units. The distribution was paid on February 14, 2024, to unitholders of record as of the close of business on February eighth, 2024. Before turning the call over to Greg, I want to briefly update you on our pending acquisition of refined product terminals from Gulf Oil.
This morning, we announced that as part of an amended and restated purchase agreement, Gulf Oil's refined products terminal in Portland, Maine, will be removed from the transaction and that the purchase price of the transaction will be reduced to $212.3 million from $273 million. We continue to work through the regulatory process for this transaction. With that, let me turn the call over to Greg for the financial review. Greg?
Gregory Hanson (CFO)
Thank you, Eric, and good morning, everyone. As we go through the numbers, please note that all comparisons will be with the fourth quarter of 2022, unless otherwise noted. Adjusted EBITDA for the fourth quarter of 2023 was $112.1 million, compared with $106.9 million in 2022, and net income for the fourth quarter was $55.3 million versus $57.5 million. Distributable cash flow was $59.4 million for the fourth quarter, compared with $57.3 million in 2022, and adjusted DCF was $58.8 million versus $57.3 million in 2022. Adjusted EBITDA and adjusted DCF include our proportionate share of EBITDA and DCF related to our 49.9% interest in our Spring Retail Partners joint venture.
Adjusted DCF is not used in our partnership agreement to determine our ability to make cash distributions, and may be higher or lower than DCF as calculated under our partnership agreement. Adjusted DCF is presented solely to provide investors with an enhanced perspective of our financial performance. Trailing twelve-month distribution coverage as of December 31 was 1.9x, or 1.85x, after factoring in distributions to our preferred unitholders. Turning to our segment details, GSO product margin increased $22.2 million in the quarter to $245.4 million. Product margin from gasoline distribution increased $21.8 to $177.8 million, primarily reflecting higher fuel margins year-over-year.
On a cents per gallon basis, fuel margins increased $0.07 to $0.44 from $0.37 in Q4 2022, as wholesale gasoline prices declined $0.34 from 9/30/2023 to 12/31/2023, versus a decline in prices of $0.01 in Q4 2022. Station operations product margin, which includes convenience store and prepared food sales, sundries and rental income, increased $0.4 million to $67.6 million in the fourth quarter of 2023. At quarter end, our GSO portfolio consisted of 1,627 sites, comprised of 341 company-operated sites, 302 commission agents, 182 lessee dealers, and 802 contract dealers. In addition, we operate 64 sites on behalf of our Spring Partners retail joint venture.
Looking at the wholesale segment, fourth quarter 2023 product margin decreased $18.8 million to $51.9 million. Product margin from distillates and other oils decreased $30.2 million to $26.5 million, primarily due to less favorable market conditions in distillates in the quarter. Product margin from gasoline and gasoline blend stocks increased $11.4 million to $25.4 million, primarily due to more favorable marketing conditions in gasoline year-over-year. Commercial segment product margin decreased $1.5 million to $8.4 million, primarily due to less favorable margins in our bunkering business. Looking at expenses, operating expenses decreased $2 million to $116 million in the fourth quarter of 2023. SG&A expenses increased $0.5 million in the quarter to $81.3 million.
Interest expense was $20.7 million in the quarter, compared with $19.7 million in 2022. CapEx in the fourth quarter was $34.1 million, consisting of $25.4 million of maintenance CapEx and $8.7 million of expansion CapEx, primarily related to investments in our gasoline station business. For full year of 2023, we had $60.8 million in maintenance CapEx and $28 million in expansion CapEx. For the full year of 2024, we expect maintenance capital expenditures in the range of $50 million-$60 million, and expansion capital expenditures, excluding acquisitions, in the range of $60 million-$70 million, relating primarily to our gasoline station and terminal businesses. 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 December 31, with leverage, which is defined in our credit agreement, as funded debt-to-EBITDA of approximately 2.86x. We continue to have ample access to capacity in our credit facilities. As of December 31st, total borrowings outstanding in our credit agreement were $396.8 million. This consisted of $16.8 million of borrowings under our working capital revolver and $380 million outstanding under our revolving credit facility. In January, we completed the private offering of $450 million in aggregate principal amount of 8.25% senior unsecured notes due 2032. We used the proceeds from the offering to repay a portion of the borrowings outstanding under our current credit agreement, primarily related to the Motiva acquisition and for general corporate purposes.
Now, let me turn the call back to Eric for closing comments. Eric?
Eric Slifka (President and CEO)
Thank you, Greg. We begin 2024 with a strong balance sheet and cash flows that position us to execute on our strategic priorities and the growth opportunities ahead. Operator, please, open the call for questions.
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 your line is in the question queue. You may press star two if you would like to remove your question 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. Thank you. Our first question comes from the line of Selman Akyol with Stifel. Please proceed with your question.
Selman Akyol (Managing Director)
Good morning. Maybe just starting off with the Gulf Oil amendment, does that now—presumably, you X'd that out, and that was the big thing that was holding up HSR. So do you have a timeline for closing?
Gregory Hanson (CFO)
Yeah. So, Eric... So sorry. Hey, Selman, how you doing? It's Gregory Hanson. So we're not going to talk much about the Gulf transaction other than what we put in the 8-K. You know, we are still working with the FTC to get to move that forward, and so that's all we're gonna talk about at the moment.
Selman Akyol (Managing Director)
Okay. Then, can you, as you enter 2024, what's your outlook for your JV with XOM?
Gregory Hanson (CFO)
Yeah, I mean, I can speak to it, Eric, and Mark, feel free to add. I mean, I think, you know, I think we, we're very excited about the JV. We closed on it in June of last year. You know, we've spent a lot of time on it, getting it up to the standards of how we operate sites, and we're excited about that marketplace in Houston. We do think it's a potentially good growth opportunity for us in Texas. It's a growing market. It's the largest C-store market in the U.S. There's still a lot of fragmentation down there and consolidation that needs to happen. And it's a wide space for us, as you guys know, in the C-store space for us, so it has room for growth.
I think, you know, overall, we're excited about the opportunity and look to continue to grow in 2024.
Selman Akyol (Managing Director)
We should expect to see growth out of that in 2024?
Gregory Hanson (CFO)
That's the goal.
Selman Akyol (Managing Director)
Okay.
Eric Slifka (President and CEO)
Yeah, so but I would say we're gonna be opportunistic like we always are. And, you know, we'll try to look at every, you know, at every potential deal and every transaction. You know, and there's a lot going on at the company. You know, Motiva has a few assets, the Motiva assets, that are in the Texas market. So, you know, the question is: Can we find the right deals, the right assets to create higher returns by utilizing our asset base?
Selman Akyol (Managing Director)
Understood. Any comments on the strength in your cents per gallon this quarter?
Gregory Hanson (CFO)
Yeah, I mean, I think overall, you know, in a less volatile year, you know, we continue to believe that, you know, margins are gonna be higher than they have been historically, given a number of factors, including higher expenses for lower-tier operators and higher breakevens for lower-tier operators. I think the fourth quarter was very strong, much stronger than the previous nine months. And you had some of that just because the falloff in prices to start the first quarter. You know, there was a big decline in wholesale RBOB in October, and that sort of set the stage for the quarter.
But, you know, I think overall, we continue to believe that, you know, margins may not be as strong as they were in the fourth quarter going forward, but, you know, they, they will continue to be stronger than they have been historically.
Selman Akyol (Managing Director)
Understood. And then the last one for me, and, you know, as you look back over 2023, you very consistently raised the distribution. And I certainly don't expect you guys to opine on anything that the board may or may not do. But when you think about running the business and your coverage ratio, is this a comfortable coverage ratio for you? Would you be comfortable at lower levels? Do you think it needs to go up? Is there any way you could maybe frame up some thoughts around that?
Gregory Hanson (CFO)
Sure. You know, I think... Yeah, I think we're at a comfortable level. We're very comfortable with the coverage ratio at 1.9x and 1.85x over the LTM basis for the year. You know, partially, that's reflected in the strength of the fourth quarter numbers. You know, if you look back since we've gone public in 2005, our coverage ratio since 2005 is 1.6x after the preferred distribution. So we've always maintained strong cash flows. I think, you know, we're comfortable definitely at a lower level than 1.9x, I would say.
You know, our goal is to make sure that we have the capital to execute on our expansion capital budget and also maintain the strength of our balance sheet to continue to look at acquisitions. I mean, we do think it'll continue to be a consolidating market, both on the retail gasoline side and on the terminal side. So we do expect there to be continued opportunities for acquisitions, and we need to make sure that we're keeping our balance sheets in a position to execute on those. And so retaining some excess cash flow is important for that piece. But, you know, I think it'll depend on what the opportunities are out there and how our board wants to capture those opportunities.
But, you know, if there is a lack of opportunities, we may choose to distribute more than retain, but if there's more opportunities, we may need to retain a little bit more to keep our balance sheet strength.
Selman Akyol (Managing Director)
All right. Thank you very much.
Operator (participant)
Our next question comes from the line of Gregg Brody with Bank of America. Please proceed with your question.
Gregg Brody (High Yield Research Analyst)
Good morning, everybody. Just, just on the acquisition front, you touched on it, but maybe give us a better sense of what the opportunity set's out there. Is it, is it... Do we still expect it to be busy this year? Just some color there would be helpful.
Eric Slifka (President and CEO)
Hey, Gregg, it's Eric. You know, it still is busy. I would say, there's gonna be a lot of opportunity. The question is, do we think it'll fit us? You know, we've got to be very well aware of any overlaps that may exist too, and the problems that may create. And so, you know, we'll try to look at everything like we always do. And then if the right deals come up in the right locations with the right assets, you know, we'll try hard to see if we can buy it. And I think that's, you know, that's the same thing that we've done, you know, since the really the history of the company, right? Acquisitions is key to us, it's key to our growth.
There are plenty of markets that we're still not in. You know, there's lots of opportunity out there.
Gregg Brody (High Yield Research Analyst)
Are there any markets that are particularly attractive to you, that you're focused on getting into?
Eric Slifka (President and CEO)
Yeah, well, I would say, our preference, we think the assets that have the most flexibility in terms of how they're accessed have the most value. And so if you have assets that are waterborne, that have large docks and have ways to get in and out and have good tankage, I mean, I think it's the same story for every terminal operator. But you know, also access by rail is important. So scale in all these markets is critical to make sure that you really have the best assets that are positioned in the future to provide the most flexibility for their users.
Gregg Brody (High Yield Research Analyst)
I appreciate the color, guys. Thank you.
Gregory Hanson (CFO)
Thanks, Gregg.
Operator (participant)
Thank you. We have no further questions at this time. Mr. Slifka, I would like to turn the floor back over to you for closing comments.
Eric Slifka (President and CEO)
Thank you all for joining us this morning. We look forward to keeping you updated on our progress. Thanks, everyone.
Gregory Hanson (CFO)
Thank you.
Operator (participant)
Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation, and have a wonderful day.