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Global Partners LP (NYSE:GLP)

Q4 2013 Earnings Conference Call

March 31, 2014 9:30 am ET

Executives

Eric Slifka – President, Chief Executive Officer

Daphne Foster – Chief Financial Officer

Mark Romaine – Chief Operating Officer

Edward Faneuil – Executive Vice President, General Counsel

Analysts

Cory Garcia – Raymond James

Michael Blum – Wells Fargo

Teresa Chen – Barclays

James Jampel – Hite Hedge Asset Management

Operator

Good day everyone and welcome to the Global Partners Fourth Quarter and Year-End 2013 Financial Results conference call. Today’s call is being recorded. There will be an opportunity for questions at the end of the call. At this time, all participants are in a listen-only mode. If anyone should require operator assistance during the conference, 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, Ms. Daphne Foster; Chief Operating Officer, Mr. Mark Romaine; Executive Vice President, Chief Accounting Officer and Co-Director of Mergers and Acquisitions, Mr. Charles Rudinsky; and Executive Vice President and General Counsel, Mr. Edward Faneuil.

At this time, I’d like to turn the call over to Mr. Faneuil for opening remarks. Please go ahead, sir.

Edward Faneuil

Good morning everyone. Thank you for joining us.

Before we begin, I want to express appreciation on behalf of our entire organization for the words of comfort and support we have received following the passing this month of Fred Slifka, our Chairman. Freddy was larger than life. A loving husband, father and grandfather, he leaves a legacy of integrity, leadership and philanthropy that benefited numerous individuals and organizations. Beginning in the 50’s and 60’s, Freddy and his brother Richie built the foundation of the business that has become Global Partners. Richard, who served as Vice Chairman of the Board since March 2005 has been appointed Chairman, and we wish him continued success.

Turning to today’s call, let me remind everyone that this morning we will be making forward-looking statements within the meaning of federal securities laws. These statements may include but are not limited to projections, beliefs, goals and estimates concerning the future financial and operational performance of Global Partners. Estimates for Global Partners’ future EBITDA are based on the number of assumptions regarding market conditions, including demand for petroleum products and renewable fuels, changes in commodity prices, weather, credit markets, the regulatory and permitting environment, and the forward product pricing curve; therefore, Global Partners can give no assurance that our future EBITDA will be as estimated.

The actual performance for Global Partners may differ materially from those expressed or implied by any such forward-looking statements. In addition, such performance is subject to risk factors included but not limited to those described in Global’s filings with the Securities and Exchange Commission. Global Partners undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements that may be made during today’s conference call. With Regulation FD in effect, it is our policy that any material comments concerning future results of operations will be communicated through press releases, publicly announced conference calls, or other means that will constitute public disclosure for purposes of Regulation FD.

Now please let me turn the call over to our President and Chief Executive Officer, Eric Slifka.

Eric Slifka

Thank you, Edward, and good morning everyone. Global delivered positive financial and operational results in 2013. Volume and margin increased in all three segments, highlighting the diversification of our product mix and the strength, stability and growth of our midstream logistics business. Crude oil was a key business driver in our wholesale segment, generating double-digit increases in product margin and volume for the year.

During 2013, we significantly expanded our capacity to ship and receive crude and other products by rail with the acquisitions of Basin Transload in North Dakota and the Columbia Pacific biorefinery in Oregon. Product margin in our gasoline distribution and station operations segment increased in 2013 primarily reflecting a full year of results from Alliance Energy, which we acquired in March of 2012. Alliance expanded our portfolio of retail gas station assets in the northeast. Since that acquisition, we have complemented and strengthened our assets by opening new to industry sites and rebuilding facilities in our portfolio, including 11 locations in 2013. We have a robust pipeline of scheduled site development.

The wholesale and GDSO segments were augmented by a strong performance in our commercial segment. Although a comparatively small portion of our overall business, commercial product margin grew in 2013 led by contributions from our bunker fuel and natural gas operations. Let me take a moment to discuss the current environment in the crude by rail market.

For Global Partners, safety is paramount. Regardless of whether product is received and distributed at our terminal by truck, barge, pipeline or rail, rigorous training, environmental controls, preventative safety measures and emergency response planning have always been and continue to be an integral part of our operations. A lot of local and national attention has been focused on safety. Freight rail carriers, shippers, rail infrastructure companies, and others across the industry continue to commit resources to meet new testing requirements and address new regulations with an intense focus on ensuring that the entire system is as safe as possible. Global has been and remains committed to this initiative.

Today 90% of our fleet of rail cars is comprised of the newer CPC 1232 design cars, and we fully expect the balance of the cars in our crude fleet to be compliant with that standard by the end of the year. Moreover, we continue to work closely with our employees, customers and railroads, as well as federal and state agencies and local communities to ensure the safe, reliable handling of products throughout our network.

As I mentioned on our Q3 call, one of the benefits of our virtual pipeline system for customers is the ability to ship barrels to the highest value markets. We recently completed an expansion that more than doubled the storage capacity of our Basin Transload crude oil terminals in Beulah and Columbus, North Dakota to 550,000 barrels. This expansion provides additional optionality for our customers.

As part of our strategy to serve producers, refiners and marketers in the Bakken, in 2013 Global entered into a pipeline connection agreement with Tesoro Logistics. As part of the agreement, Tesoro constructed a seven-mile lateral linking its High Plains pipeline system to our Columbus terminal. We continue to negotiate additional pipeline connections to broaden our cost effective access to production in the region. Our Basin terminals in North Dakota’s Bakken region are complemented by our distribution facilities on the east and west coasts. Organic projects are underway at both locations. At our terminal in Albany, New York, we are seeking to handle biodiesel and a broader slate of crudes. In Oregon, we are seeking to simultaneously operate our facility for both ethanol manufacturing and crude transloading. Neither of the projects affects the volumes currently being put through these facilities. We remain committed to continuing to work cooperatively with state and municipal officials and communities to provide information related to these projects.

We also continue to pursue rail expansion opportunities to serve the distribution needs of the changing energy market for products, including biofuels, crude, refined petroleum products, and NGLs. We have identified new logistics and marketing opportunities with energy producers in Canada through our recently opened office in Calgary.

The strength of our business has enabled us to increase value to our unit holders. In January, the board of directors of our general partner approved the seventh consecutive increase in our quarterly distribution. The distribution of $61.25 per unit or $2.45 per unit on an annualized basis resulted in distribution coverage of 1.5 times on a trailing 12-month basis. The board will continue to review the distribution on a quarter-by-quarter basis.

With that, let me turn the call over to Daphne for her financial review. Daphne?

Daphne Foster

Thank you Eric, and good morning everyone. Before we go through the fourth quarter and full year financial results, let me take a moment to comment on the restatement of our 2013 interim quarterly results which primarily reflect a correction in our accounting for renewable identification numbers, or RINs.

During the 2013 year-end financial statement close process, we determined that our RIN accounting treatment was incorrect and we did not have adequate controls in place to effectively report, monitor and control our RIN position. We have adopted a new accounting policy and designed and have substantially implemented a new operational policy. With these changes, we believe that we have adequate controls in place. We expect the impact of our operational policy and controls to minimize the fluctuations in our results due to RINs. Our restated 2013 quarterly financials and our year-end financials reflect a point-in-time valuation of our RVO and RIN forward commitments.

It is important to keep in mind that the mark-to-market RVO accounting treatment does not take into consideration any forward purchase commitments or RINs that we will generate through blending. While these liabilities had sizeable swings during 2013, at the end of the year the liability relating to our RVO was $13 million and the liability for RIN forward commitments was $6 million. The impact of these liabilities is reflected in our full-year results and we expect these liabilities to be significantly reduced at the end of the first quarter and to be immaterial thereafter.

Now let me provide some additional detail on the fourth quarter and the full year. As we go through the numbers, please keep in mind that our results for the fourth quarter benefited from a $9.5 million decrease in the mark-to-market liability related to the RVO and a $400,000 decrease in the liability related to RIN forward commitments. By contrast, the 12-month period was adversely impacted by a $13 million increase in the mark-to-market liability related to the RVO and a $6 million increase in the liability related to RIN forward commitments.

The fourth quarter was particularly strong in our wholesale and commercial segments. Wholesale product margin increased about $40 million from the same period last year due in part to our crude operations, including contributions from our North Dakota and Oregon acquisitions. Given the significant contribution of our crude oil operations during 2013, in our 10-K you will see a breakout of crude oil sales and product margin within the wholesale segment. Crude oil contributed 27% of the segment’s product margin in the fourth quarter. Additionally, we experienced favorable conditions in the distillate and gasoline and gasoline blend stock markets.

Our gasoline distribution and station operations segment performed in line with expectations, generating a $61 million product margin. This was approximately $8 million less than the robust fourth quarter we experienced last year. Our commercial segment also had a healthy 56% increase from last year largely due to our bunker operations. Fourth quarter EBITDA increased from $47 million in the fourth quarter of 2012 to $65 million, and DCF increased about $20 million to $52 million.

Looking at our full-year financial highlights, net income for 2013 was $42.6 million, down about 9% from 2012, reflecting more than $25 million in additional depreciation and amortization largely due to acquisitions. In line with our guidance, EBITDA was $157 million in 2013, an increase of $21 million. Distributable cash flow of $105 million grew by nearly $25 million from a year earlier, and combined product margin increased $91 million or 25% to $461 million in 2013 driven by growth in all segments.

Turning to the segments, wholesale product margin was up $57 million or 39% driven primarily by the increase in crude operations. Looking at the segment in more detail, crude oil product margin increased $57 million year-over-year to $93 million and represents 20% of combined product margin. Product margin from other oils, which includes distillates, propane and residual oil, increased about $12 million to approximately $67 million due in part to colder weather and favorable market conditions. Gasoline and gasoline blend stocks also benefited from favorable market conditions. The decline in that product margin of approximately is due primarily to the increase in the RIN-related liabilities.

Product margin in our GDSO segment for the full year 2013 increased $24 million to $230 million, representing 50% of our combined product margin. The higher margin reflects in part a full year’s performance from the Alliance Energy acquisition. Our commercial segment product margin increased nearly $10 million to $28 million driven by year-over-year increases primarily in our bunker business.

Turning to expenses, a year-over-year comparison is less meaningful given the acquisitions. Excluding amortization, total SG&A and operating expenses were approximately $300 million for the year; however, they do not reflect a full year of our North Dakota or Oregon acquisitions or the full run rate of increased overhead as we added staff during the year to support our growing crude business and the development of other projects. Amortization expense increased from $7 million in 2012 to $19 million in 2013, reflecting acquisition-related intangibles.

Interest expense remained fairly flat year-over-year despite the increased borrowings to finance the acquisitions through a combination of borrowings under our bank revolver and the issuance of $70 million in five-year unsecured 8% notes. Working capital volumes declined in part due to the positive impact of the crude payment cycle and lower inventory levels. A reduction in our interest spread also lowered interest expense.

For the year, total CAPEX was approximately $67 million, $11 million of which was maintenance CAPEX. Significant expansion projects during 2013 included the new tanks in North Dakota that Eric discussed, investment in our retail gas station assets including new to industry sites, and our new propane terminal in Albany. Due to the acquisitions and our larger portfolio of gas station sites, we expect maintenance CAPEX to range from $18 million to $22 million this year.

In December, we strengthened our balance sheet with the refinancing of our bank facility. We reduced pricing and slightly upsized to $1.6 billion, wrapping in the maturing $115 million terminal. The facility matures in April 2018 and consists of a billion dollar working capital facility and a $625 million revolver for acquisitions and CAPEX. We also closed in December on additional long-term financing with the issuance of $80 million in five-year unsecured 7.75% coupon notes to GSO Capital Partners and Kayne Anderson on terms similar to the issuance of $70 million in notes earlier in the year.

Our balance sheet remains strong with excess borrowing capacity of more than $450 million. Key changes in our balance sheet year-over-year relate to the two acquisitions in early 2013. In addition to raising $150 million in new five-year—on six-year notes, long-term assets increased $230 million (indiscernible) the two acquisitions as well as CAPEX.

Turning to guidance, for the full year 2014, Global expects EBITDA in the range of $175 million to $195 million. This guidance is based on assumptions regarding current market conditions, including demand for petroleum products and renewable fuels, weather, credit markets, the regulatory and permitting environment, and the forward product pricing curve which could influence quarterly financial results.

Now let me turn the call back over to Eric.

Eric Slifka

Daphne, thank you. Before closing, let me make some comments on the first quarter. While the extremely cold weather has hampered shipment of products by rail, this was more than offset by the fact that below average temperatures and the curtailment of deliveries to interruptible natural gas customers increased demand for heating oil, residual fuel, kerosene, diesel, and other petroleum products throughout market area. We are also seeing a favorable market for gasoline and gasoline blend stocks within our wholesale segment.

Our diverse product mix remains a key element in reducing the effect of volatility in our markets. Global continues to broaden its geographic footprint and asset base through strategic acquisitions and organic growth projects. We continue to expand our mid-continent assets with increased storage capacity and additional pipeline connectivity. This critical infrastructure provides optionality and market efficiencies for our customers by enabling product movement to the highest value markets.

Looking ahead, we will continue to develop and enhance our system of product terminals, rail distribution facilities, and gas station sites. The flexibility of these assets diversifies our cash flows, expands our income streams, and provides opportunities to optimize within our network. We begin the year with strong momentum and are well positioned to meet our growth objectives.

With that, we’d be happy to take your questions. Operator?

Question and Answer Session

Operator

Thank you. [Operator instructions]

Our first question comes from the line of Cory Garcia with Raymond James. Please proceed with your question.

Cory Garcia – Raymond James

Hi, thanks. Appreciate all the color, obviously, on the ethanol accounting. Had one quick follow-up or, I guess, clarification – as we’re looking to model that segment and the RVO liability flowing through the model, I believe in your prepared comments you mentioned that it should be significantly reduced over the next quarter. Just curious if we’re going to see 1Q sort of an inflated number as that kind of peels through the cost of goods sold, or just looking more from a steady run rate basis if 1Q is going to be weighted a lot more heavily because of that factor flowing through.

Daphne Foster

Cory, it’s Daphne. Yes, I think the way to think about it is those liabilities will be substantially reduced by the end of the first quarter and immaterial after the first quarter.

Cory Garcia – Raymond James

Right, so we should see an uplift in EBITDA similar to what we saw in the fourth quarter in the first quarter as well?

Daphne Foster

I think I’m going to stick with exactly what I said. Liabilities come down, and obviously the reduction in the liability is a pick-up. When you have forward RIN commitments, obviously you’re going to bear in the expense within the time period that you said already.

Eric Slifka

And the other thing, Cory, I would do is I would look towards our guidance as really what you want to use, and I would also look towards my comments on Q1 as sort of how you might want to think about our numbers going forward. I think that’s really the best indicator.

Cory Garcia – Raymond James

Okay sure – yeah, that’s helpful. Thank you. Then turning over to the crude by rail side of it, knocking out sort of the near-term cold weather impact, have you guys seen or hear much of a push, an incremental push from producers looking to lock into sort of longer term contract deals? Have we seen a shift in sentiment, or are guys still stepping back, saying we want to have the flexibility, maybe we’re not looking into the longer term commitments on the loading side of things?

Mark Romaine

Cory, this is Mark. I think—I wouldn’t say we’ve seen any significant change in that mindset. I mean, we continue to pursue various different arrangements, whether they’re short term, long term. I wouldn’t say we’re seeing a significant shift in the mindset. Obviously, I think everybody is getting more—from a producer standpoint, everybody seems to understand the benefit of the flexibility of crude by rail, and I think on a long-term basis when you look at the efficiencies and the opportunities that that can create, you’re going to want to set yourself up for—to take advantage of some sort of flexibility, and that’s really the key benefit that rail offers. So with respect to our system, that’s how we’re designing our system and that’s how we’re—you know, the conversations that we’re having with producers are such that we’re discussing the benefits of being able to go to multiple different markets and take advantage of those opportunities.

Cory Garcia – Raymond James

Absolutely. Thank you for the color, guys.

Operator

Thank you. Ladies and gentlemen, once again it is star, one to ask a question at this time. Our next question comes from the line of Michael Blum with Wells Fargo. Please proceed with your question.

Michael Blum – Wells Fargo

Thank you. I wonder if you could just comment on—we saw some news out of Albany that Albany County is putting a moratorium on, I guess, crude expansions. I’m just wondering if you could just comment on that and any kind of impact that may or may not have on your business.

Eric Slifka

The facility continues to run and operate the way it has been for the past, I don’t know, couple years. We have applications in to try and broaden the array of products that we can carry at the facility, and that’s really what it’s all about.

Michael Blum – Wells Fargo

Okay, so in other words the issue is you have applications in, but this could hamper that?

Eric Slifka

Any other—the carrying of different products, yes.

Michael Blum – Wells Fargo

Okay, but in terms of existing operations, there’s no issue?

Eric Slifka

Correct.

Michael Blum – Wells Fargo

Okay, great. Then do you have a sense or any guidance you can provide for what you think growth capital could look like in 2014, and any specific projects you want to—

Eric Slifka

You know, I would just say—look, we don’t specifically break that out, but generally I think as you see the company get bigger and have more projects, and permitting is always a bugaboo on timing, if you will, you’re going to spend more capital as you grow, right? So.

Michael Blum – Wells Fargo

So should we expect the type of projects you’re doing to be sort of more of the same as what you did in 2013?

Eric Slifka

You know, it could be. It depends on what deals we can strike and just the timing of permits, right? But I think just as a general statement, the company is a bigger company. I would expect that we’re going to spend more money on capital projects, assuming that the permits come in during that 2014 time and allow us to really get moving. Now, if the permits get delayed, it will look maybe a little bit more like what historically it’s looked like, so it really depends on the timing.

Michael Blum – Wells Fargo

Okay. Can you just comment just broadly on the acquisition market, and obviously I know you look at a bunch of different markets, so just any color you can provide in terms of how active that is, how competitive, if it seems like that’s—you know, you think that’s something that you could get done in 2014.

Eric Slifka

It’s very active. We look at all available potential companies that are out there for sale. I think it’s got to be the right fit. I’ve always said, for us it’s got to be something that is strategic. If it’s strategic, we’ll have an opportunity to buy it because we think we can wring more out of that asset than something else. So it’s got to be a strategic fit for us, and it really depends on what comes to market; but I can tell you, it’s been busy.

Michael Blum – Wells Fargo

Okay, great. Thank you very much.

Operator

Thank you. Our next question comes from the line of Teresa Chen with Barclays Capital. Please proceed with your question.

Teresa Chen – Barclays

Good morning. Quick follow-up question to the comments related to spending, acquisitions and growth. You had mentioned in your prepared remarks that you’re looking to further broaden your geographic footprint, and I was wondering if you could give any color on what regions and where next makes sense.

Mark Romaine

Teresa, it’s Mark. I think we’re looking at trying to build out the entire network of terminals and build that out in a way that provides us the most optionality and the most flexibility to deal with the way that the market’s changing and the areas that the products are coming out of now, so I think it’s safe to say that any place in the U.S. is certainly of interest to us as long as it fits in with that model. So again, we’ll look to develop assets that complement the existing assets that we have and further develop the optionality that we can deliver through that book.

Teresa Chen – Barclays

Okay, great. And then on guidance, would you mind giving any incremental color on what your expectations are by segment, either in terms of volumes or otherwise? I realize you still have some acquisition contributions feeding into 2014 that were closed in 2013, and project spending contribution as well; but any color on organic volumes would be really helpful.

Daphne Foster

Teresa, we’re going to—we’re basically staying at sort of a higher level in terms of 2014 EBITDA guidance and just putting out the 175 to 195. We haven’t historically and we’re not going to today start giving further guidance on individual segments or products.

Teresa Chen – Barclays

Okay, thanks.

Operator

Thank you. Ladies and gentlemen, as a reminder it is star, one to ask a question at this time. Our next question comes from the line of Lin Shen with Hite Hedge Asset Management. Please proceed with your question.

James Jampel – Hite Hedge Asset Management

Hi, it’s actually James Jampel with Hite Hedge. How would you guys evaluate and adjust your strategy if you sense that there might be an overbuild of crude by rail loading capacity, first in the Bakken, in the U.S. Bakken, and second in Canada? How would you get a sense that that was occurring, and what would you do?

Mark Romaine

James, it’s Mark. I think that what we’re trying to build here are assets that we think are competitive for the long term, and so regardless of whether stuff gets over-built, and I guess that’s a pretty generic term – I’m not sure how you’d define that. If you wanted to define it just by capacity, I guess that’d be—the total capacity, that would probably be the most relevant metric. But the way we look at it is we’re trying to develop assets that we think have—that are sustainable and that have longevity, and those types of—the reason we look at the assets in that manner is because we do think the market will become more efficient, and we think that if we’ve got the most efficient, cost-effective model, then that should be sustainable in the long term regardless of how much capacity gets built.

James Jampel – Hite Hedge Asset Management

I see. How should we think about the difference between a potential crude by rail initiative in Canada versus that which you already have going on in the Bakken?

Mark Romaine

I think Canada is a little bit different beast than North Dakota. In North Dakota in the Bakken region, you have effectively one fungible grade, so really in North Dakota when I look at that, I say okay, it’s not the fact—it’s not where you are in North Dakota. We’re seeing a lot of build-out in terms of the gathering infrastructure in North Dakota, so when you look at one rail terminal versus the next – I mean, sure, there may be some minor differences in the cost to get the product to the rail terminal, but for us it’s more about where you can with that barrel and the flexibility that you can build into that that we think will have the long-term sustainability.

In Canada, it’s a little bit different. You’ve got a lot of different product grades, you’ve got a much wider geographic expanse, and so it’s important when you look at Canada to—location is important when you look at Canada, and where you set up your rail terminals or otherwise, it’s because you’re accessing multiple different grades. Those grades may belong in different markets. They may be better suited for one market versus the next, so I think where you put your stake in the ground in Canada is a little bit different than the thought process in North Dakota.

James Jampel – Hite Hedge Asset Management

Okay. Last one for me – have any of the slowdowns or reroutes that we’ve read about in the news regarding crude by rail, have those impacted the turnaround time on your cars yet?

Mark Romaine

I’m not 100% sure what you’re referring to. I think there’s two things to talk about there. Number one – I think when you say slowdowns, if you’re talking about the noise around rail carriers having to slow down through certain areas—

James Jampel – Hite Hedge Asset Management

Yes.

Mark Romaine

We haven’t seen an impact from that yet. What we’ve been experiencing – Eric referenced it in his comments earlier – weather has been really challenging from a rail perspective. Turn times on trains have been significantly reduced due to weather. We haven’t seen anything on a real—when you look forward at how that’s—I think when you look forward at trains having to slow down through certain communities, I don’t think you’re going to see a meaningful impact on turn times as a result of that. In fact, some of the areas that we travel through are already well below what the kind of prescribed speeds are being talked about.

James Jampel – Hite Hedge Asset Management

Okay, thank you.

Eric Slifka

Thanks, James.

Operator

Thank you. There are no further questions at this time. I would like to turn the floor back over to Mr. Slifka for closing comments.

Eric Slifka

Thank you for joining us this morning. We look forward to keeping you updated on our progress. Everybody have a great day. Thanks.

Operator

Thank you. This concludes today’s teleconference. You may disconnect your lines at this time. Have a wonderful day.

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