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Executives

Joe Topper - CEO and Chairman

Mark Miller - CFO

Analysts

Ben Brownlow - Raymond James

Matt Niblack - HITE Hedge Asset Management LLC

Lehigh Gas Partners (LGP) Q4 2012 Earnings Conference Call March 26, 2013 9:30 AM ET

Operator

Ladies and gentlemen, thank you for standing by. Welcome to the Fourth Quarter 2012 Results Conference Call for Lehigh Gas Partners. At this time, all participants are in a listen-only mode. Later in the call, we will conduct a question-and-answer session. Instructions will be given at that time on how you may participate.

This conference call may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 as amended relating to the Partnership, future business expectations and predictions, and financial conditions and results of operations. These forward-looking statements involve certain risks and uncertainties.

The Partnership has listed some of the important factors that may cause actual results to differ materially from those discussed in such forward-looking statements which are referred to as cautionary statements in its quarter for earnings news release, which was issued Monday. The news release may be viewed on the Lehigh Gas Partnership website at www.lehighgaspartners.com.

All subsequent written and oral forward-looking statements which are attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by such cautionary statements. As a reminder, this conference is being recorded.

I will now turn the conference call over to your host, Mr. Mark Miller, who is the Chief Financial Officer of the Partnership.

Mark Miller

Thank you and good morning. Welcome to Lehigh Gas Partners' fiscal 2012 fourth quarter earnings results conference call. In the room with me this morning are Joe Topper, CEO and Chairman of the Board; Dave Hrinak, President; Tracy Derstine, Vice President, Administration; Frank Macerato, LGP's newest team member who is our General Counsel and Secretary and Chief Compliance Officer. And also with us is Karen Yeakel, Vice President of Investor Relations.

The purpose of today's call is to view our fourth quarter financial results. Once we have concluded our prepared remarks, we will open the session to questions.

Before getting started, I would like to reemphasize what the operator has just explained about forward-looking statements. Additional information about these factors that could cause actual results to differ materially and those discussed in the forward-looking statements is contained in the Partnership's SEC filings.

I'd encourage all of you to sign up for Lehigh Gas Partners' eBlast communications via the Partnership's website. Certain non-GAAP financial measurements will be discussed on this call. We have provided a description of those measurements as well as a discussion of why we believe this information is useful to management in our Form 8K furnished to the SEC last evening. Our Form 8K may be accessed through a link on our website at www.lehighgaspartners.com.

The Partnership closed on its IPO on October 30, 2012. The actual results from the quarter consist of two months of results of the Partnership post the IPO and one month of results of the predecessor for the period prior to the IPO. As a result, we have also provided pro forma results for the Partnership that reflect the results of the quarter as if the IPO and relating formation transaction had been completed at the beginning of the year and the Partnership had been in existence for the entire quarter.

I will first address these pro forma results and then the results adjusted for non-recurring items as they provide a better perspective of the Partnership's performance for the quarter. For the fourth quarter on a pro forma basis, the Partnership had a net loss of $1.1 million or $0.07 per unit. Pro forma EBITDA for the quarter totaled 6.4 million and our pro forma distributable cash flow amounted to 3.2 million or $0.21 per unit.

Included in these amounts are 7.7 million in expenses related to our initial public offering and formation transactions and two acquisitions that were closed during the fourth quarter. Of the 7.7 million, 6.8 million consists of expenses associated with the IPO Lehigh Gas Corporation, the manager of the general partner incurred on behalf of the Partnership prior to the IPO and for which the Partnership reimbursed LGC subsequent to the IPO.

The remaining amount of approximately $860,000 consists of transaction expenses related to the Dunmore and Express Lane acquisition that we closed prior to the end of the quarter. In addition to the 7.7 million, the pro forma results also included a non-cash $571,000 loss associated with the write-off of unamortized finance fees and expenses associated with the credit facility of our predecessor.

In reviewing our results for the quarter, we excluded the non-recurring items to get to the core of the operating performance of the partnership. If you adjust our pro forma results for the quarter or the $7.7 million in expenses related to the IPO and the acquisitions, the $471,000 gain on the sale of assets and 571,000 loss on the non-cash write-off of deferred financing fees and expenses for the prior credit facility.

Our EBITDA for the quarter was $14.2 million and our distributable cash flow was 11 million or $0.72 per unit. Based on our minimum quarterly distribution of $0.4375 per unit, our pro forma coverage ratio was 1.67. For those of you who invest in the Partnership based on the prospectus, you will note that these results compare very favorably relative to its forecast.

For the quarter, on a pro forma basis, the Partnership distributed 153.1 million gallons of fuel at an average margin of $0.093 per gallon and on the average selling price of $3 per gallon. The favorable margin was the result of generally declining fuel prices during the quarter. This is in contrast to the third quarter when prices generally increased during the quarter and compressed our margins.

For the year and on a pro forma basis, we distributed 591 million gallons at an average margin of $0.07 per gallon and an average selling price of $3.065 per gallon. As we noted previously, our margins will fluctuate but historically trend to average $0.065 per gallon on a trailing 12-month average.

Pro forma for the quarter of rental income which is generally revenue less rental expenses totaled 4.1 million including the [Getty] New Jersey net leases. Pro forma operating expenses for the quarter totaled $798,000. Selling, general and administration expenses totaled 10.3 million for the quarter, including a 7.8 million in previous mentioned expenses. Excluding these items, our SG&A would have been approximately 2.6 million for the quarter. Lastly, there was again on the asset sale of 400,000 EBITDA gain on asset sales of $471,000.

So overall, our first quarter as a public company, we were very pleased with our financial results, once the impact of non-recurring items primarily associated with the IPO are excluded. In particular from a fuel margin perspective, the results are very strong.

At this point, I would like to introduce Joe Topper, Chairman and CEO of Lehigh Gas Partners to discuss the status of the previously announced Dunmore and Express Lane acquisitions in further detail. Joe?

Joe Topper

Thanks, Mark, and thanks everyone for joining us this morning on Lehigh Gas Partners' second conference call since our IPO. As you are all aware, Lehigh Gas Partners closed on two strategic acquisitions prior to the end of our calendar 2012. We are pleased to have placed the IPO proceeds productively to work so rapidly.

To give investors a perspective of the annual financial importance to Lehigh Gas Partners of these acquisitions relative to the business at the date of the IPO, appreciate that for 72.6 million investment in the Partnership, we have -- it has added existing and expanded geography footprint. We have added a new major branded motor fuel supplier in Chevron. We have converted 28 million gallons of motor fuel from sub-wholesaler margin to a normal average fuel margin per gallon.

We have added 42 million gallons of motor fuel, an increase of 7%; 69 new sites; 31 which we own, 38 of which we lease, an increase of 16% in the total sites in our portfolio. Plus we have added 6.2 million of net rental income which is an increase of 43% to our portfolio and net rental income.

To give some perspective on the acquisition pipeline, we will continue to look at and evaluate additional acquisition opportunities. To start with, we have been disciplined regarding acquisitions and acquisition pricing. We expect to be continuously evaluating potential opportunities for attractive transactions in the range of $20 million to $60 million, which is our sweet spot, as illustrated by the Dunmore and Express Lane transactions.

We have ample capacity to pursue additional acquisitions as Mark will elaborate on further in a moment. In short, we feel we are well positioned to capitalize on opportunities in the acquisition market and look forward to continuing our activity in the market.

As I stated on our first conference call, the Lehigh Gas Partners' team is all about putting superior numbers on the scoreboard. The 2012 fourth quarter and the first two acquisitions since the IPO are our team's first installment to our unitholders on this commitment. We believe that the Partnership is well positioned to drive stable and increasing distributable cash flow.

I want to thank the entire Lehigh Gas Partners' team for their success in behalf of the unitholders; very well done. Mark Miller, CFO, will now provide an update on the capital structure.

Mark Miller

Thanks, Joe. As previously disclosed, the Partnership financed to Dunmore and Express Lane acquisitions draws on our revolver for the full purchase price of $72.6 million. At quarter end, the Partnership had approximately 51 million available under its credit facility, net of borrowings and letters of credit. In addition, our revolver has a $75 million accordion which provides for additional financing capacity subject to approval by a majority of our lenders.

As stated previously, we intend to use our credit facility to initially [plan] these acquisitions which will have an effect of increasing our overall leverage. However, over the long term, we intend to finance our acquisitions and to partnership overall with a 33% to 50% debt level. Currently, it is our intent to maintain a conservative capital structure that provides us financial strength with good flexibility.

That concludes our prepared remarks. We want to thank you all for taking time out of your daily schedules to learn more about our partnership and listening into our call today. Operator, we would like now to open the floor up to questions.

Question-and-Answer Session

Operator

(Operator Instructions). Your first question comes from the line of Ben Brownlow of Raymond James. Please proceed.

Ben Brownlow - Raymond James

Hi, good morning. Great quarter.

Joe Topper

Thank you.

Ben Brownlow - Raymond James

Just wondering, did the snowstorms over the December period have any material impact to volumes?

Joe Topper

The snowstorms did not, Sandy did. Sandy added about $1 million to our bottom line for that quarter, although the geographic area only impacted about 10% of the company's geographic and volume area. Because of Lehigh Gas' platform where we have a spread out geography, we were able to bring gasoline into that market from Pennsylvania, from Maryland, from other – the terminals that our suppliers have. So, we've benefitted from the storm more than it was a problem. So I think in the future, any storms that may come along, we probably have logistics to benefit from these things rather than be penalized from.

Ben Brownlow - Raymond James

Great. And on the Florida sites that were acquired late December, are those meeting your expectations, volumes, margins; and any unexpected challenges with entering that new market?

Joe Topper

We cannot make any forward-looking statements, but I would tell you that nothing of that has occurred since we acquired them would lead us to disagree with our synthesis of the opportunity. And they are fully integrated and operating now and they're fully online. Just as we said, we have the ability to bring in acquisitions and bring them online to be accretive from pretty much day one.

Ben Brownlow - Raymond James

Okay. And Clean Energy, the recent announcement there, any timing on construction, disruption to traffic flow, et cetera?

Joe Topper

We've got five of those that we are in the process of installing ourselves, so we have experience with installing the CNG stations at our facility. I would expect that over the next 12 months, we would do about five to seven of the sites with Clean Energy. We are having a planning meeting next week to do the first implementation. And that probably between 18 to 24 months, the full build out will have occurred. To give you the kind of size, we have about 80 sites in Pennsylvania that would match up with the ability to put in CNG stations and we probably have a similar number in Ohio and New Jersey. So, we view this as a growing opportunity for the company.

Ben Brownlow - Raymond James

Okay. Are the margins pretty similar on CNG versus gasoline and diesel?

Joe Topper

No. CNG is running about $1 a gallon.

Ben Brownlow - Raymond James

All right. Just a housekeeping item. What was the number of owned sites, year end?

Joe Topper

I think it's 206.

Ben Brownlow - Raymond James

Great. Thank you very much guys.

Joe Topper

Thank you.

Operator

Your next question comes from the line of Ethan Bellamy of Robert W. Baird. Please proceed.

Unidentified Analyst

Good morning. It's [Mike Aden] for Ethan Bellamy. Thanks for taking my call. I just wanted to follow up on the strong fuel margins in the quarter and again clarify that it was driven by temporary decreases in gasoline prices, and there is not something more structural or nuanced that we should read into that strong performance.

Joe Topper

I think what you'd say is volatility is what gives us our fuel margin and so when gasoline goes down, like it did by $0.30 or $0.40 a gallon in that quarter, you will see similar periods where you have strong margins. So it was a quarter -- nothing structural has changed to say that we think we'll make about $0.065 a gallon, it's just made up -- some quarters we'll make $0.09 and some quarters we'll make $0.055. So although it may be a one-time event in that quarter, it's not a one-time event as long as there is volatility in the market.

Unidentified Analyst

Understood. Thanks very much. And could I also follow up, related to the Clean Energy CNG agreement? Given that you've outlined experience in this area with building out some of your own sites, why partner with Clean Energy? What kind of trade-off in terms of risk/reward and economics does such a partnership agreement bring?

Joe Topper

I think we did it for two reasons. It will allow us to build out faster. Their cost of capital was cheaper than our cost of capital. And so they're putting up the capital and we're sharing in the margin. What we get from them is they have a very strong sales force for implementation and utilization. So we want to grow the field, we want to grow quickly and we thought partnering with Clean Energy and their experienced distribution system was the best way to grow.

Unidentified Analyst

Great. Thanks very much. And can I also ask while we're talking about the cost of capital, given that it seems like the outlook for acquisitions remain strong, would you guys consider terming out some of your revolver in the year ahead in order to free up additional liquidity to pursue debt-financed acquisitions? Or any other thoughts that you could relay about the outlook for the capital structure in the year ahead would be appreciated?

Joe Topper

I think what we are saying is we're looking at all of our options and those are all part of them. I think the first step is to use the accordion at this point in time to fulfill all our capital needs for this year and probably into the first quarter of next year. So by that time, we'll have a clear picture as to where the debt markets are and where we need to be and where the equity markets are and when is the right time to come back out.

Unidentified Analyst

Great. Thanks a lot guys.

Joe Topper

Thank you.

Operator

Your next question comes from the line of Matt Niblack of HITE. Please proceed.

Matt Niblack - HITE Hedge Asset Management LLC

Congratulations on the great quarter. Good start to your time as a public company.

Joe Topper

Timing is everything.

Matt Niblack - HITE Hedge Asset Management LLC

So looking for maybe some more commentary on the acquisition market and relative to three months ago or six months ago, how much opportunity are you seeing? How robust is your current business development pipeline? And how rapidly do you think we could see some more acquisitions?

Joe Topper

I would tell you the pipeline is growing. We've added (inaudible) to the company who has great experience from Bank of America Merrill Lynch and also in the M&A world. And so he's bringing experience to the team because at this point, we've probably got eight or 10 real acquisitions that we're looking at and trying to prioritize. And some of them are more attractive than others, so my guess is you will see something in the third or fourth quarter of this year that we will bring forth. Quite honestly, it's been accelerating. It's either spring or there's a certain optimism to the economy, but within the last week we've had three new opportunities that have come to us and I think being the leader in the first in the marketplace with the MLP has opened up a lot more doors to us in the sweet spot that we are, in the $20 million to $70 million of acquisitions.

Matt Niblack - HITE Hedge Asset Management LLC

And how many of those $20 million to $70 million acquisitions could you reasonably do in a year with your current infrastructure and ability to process and integrate them?

Joe Topper

I would tell you we could integrate more than the capital we have to integrate. We could do all -- we could do seven of them and not have a problem. Now, I'm sorry the President of the company just rolled over and kicked me because he said we don't need to go that fast, but the company has a history of acquisitions and knows how to implement them and we've got experience of doing it.

Matt Niblack - HITE Hedge Asset Management LLC

Okay. So the current limitation is the rapidity with which you want to deploy capital and access the capital markets?

Joe Topper

That's correct.

Matt Niblack - HITE Hedge Asset Management LLC

Okay. Thank you.

Joe Topper

Thank you.

Operator

(Operator Instructions). Your next question comes from the line of Ethan Bellamy of Robert W. Baird. Please proceed.

Unidentified Analyst

Good morning. It's [Mike Aden] again for Ethan Bellamy, if I could please…

Joe Topper

Yes. Mike?

Operator

The question has left the queue. (Operator Instructions).

Joe Topper

Probably some complications there. I'd like to thank everyone for calling in and listening. I appreciate it. We had a great quarter driven by a great team and look forward to many more good calls like this. Thank you very much.

Operator

Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Have a wonderful day.

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