Good day, everyone, and welcome to the Global Partners First Quarter 2021 Financial Results Conference Call. Today's call is being recorded. [Operator Instructions]. 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; Treasurer and Incoming CFO, Mr. Gregory Hanson; and Executive Vice President, 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..

Good morning, everyone. Thank you for joining us today. Before we begin, let me mind everyone, that this morning we will be making forward-looking statements within the meaning of federal securities law.

These statements may include, but are not limited to, projections, beliefs, goals, estimates, concerning the future, financial and operational performance of Global Partners.

Forward-looking statements are based on assumptions regarding market conditions such as the crude oil market business cycles, demand for petroleum products, including gasoline and gasoline blendstocks and renewable fuels, utilization of assets and facilities, weather, credit markets, demand for convenience store operators, the regulatory and permitting environment and the forward product pricing curve, which could influence quarterly financial results.

These statements involve significant risks and uncertainties, some of which are beyond the partnership's control, including without limitation the impact and duration of the COVID-19 pandemic, uncertainty around the timing of an economic recovery in the United States, which will impact the demand for the products we sell and the services we provide.

Uncertainty around the impact of the COVID-19 pandemic to our counterparties and our customers and their corresponding ability to perform their obligations and/or utilize the products we sell and/or the services we provide.

Uncertainty around the impact and duration of federal, state and municipal regulations and directives related to the COVID-19 pandemic, and assumptions that could cause actual results to differ materially from the partnership's historical experience and present expectations or projections.

We believe these assumptions are reasonable given currently available information. Our assumptions and future performance are subject to a wide range of business risks and uncertainties. In addition, such performance is subject to risk factors, including but not limited to, those described in our filings with the Securities and Exchange Commission.

Global Partners undertakes no obligation to revise or publicly release the results of any revision to any 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 news releases, publicly announced conference calls or other means that will constitute public disclosure for the purposes of Regulation FD.

Now, it is my pleasure to turn the call over to our President and Chief Executive Officer, Eric Slifka..

Thank you, Edward, and good morning, everyone. Before we review the quarter, let me take a moment to welcome our Treasurer, Gregory Hanson, to his inaugural call. As we announced in March, Greg assumes the role of CFO in September upon Daphne's retirement from Global.

I'll have more to say on our Q2 call in August about Daphne's outstanding contributions to Global over the past14 [Technical Difficulty] and the great work Greg has done in the lead up to his promotion. Welcome, Greg. With more than 1/3 of the U.S.

now fully vaccinated against COVID-19 and a growing number of businesses reopening, the economic landscape is improving and industrywide fuel demand is increasing as more people take to the roads.

In the first quarter of 2021, our fuel volumes GDSO, though, still off from the same period in 2020, showed signs of rebounding from COVID lows, while retail fuel margins remained relatively strong, despite a significant first quarter spike in wholesale gasoline prices, which were up more than $0.70 in March.

In our Wholesale segment, product margin in the first quarter of 2021 was $25 million better than the same period a year earlier. The improvement was driven by more favorable market conditions, primarily in gasoline and other oils and related products as well as colder temperatures. Looking at recent highlights.

In the first quarter, we launched Project Carbon Freedom, a pioneering coalition designed to responsibly decarbonize home heat and help states meet their climate policies that expand the use biofuels in New England, New York and throughout the Northeast.

This initiative brings together heating oil distributors, farmers, domestic biodiesel producers and policy-makers from the Northeast and Midwest. Through outreach, education and advocacy, the coalition aims to bring awareness to several important realities that are addressed by climate bills calling to electrify home heating across our region.

Project Carbon Freedom supports optimizing existing supply chain infrastructures in order to meet state and federal decarbonization targets with domestically-produced renewable biofuels, which are already being used to heat homes across the Northeast and beyond.

Since the March launch, we have seen tremendous support across a number of sectors for this common sense approach. In just 2 months, we mobilized over 700 advocates from 21 states, elected more than 500 state and federal legislators and signed up nearly 90 coalition members.

Complementing the rollout of Project Carbon Freedom, we continue to increase our ability to move renewable fuels and help customers reduce their carbon footprint. Toward that end, we recently secured a U.S.

Department of Agriculture grant that will allow us to expand biofuel capabilities in 5 of our terminals and distribute higher blends of low-carbon biodiesel to customers in the Northeast. Turning to GDSOs -- to our GDSO segment.

We are continuing to expand our retail footprint in the Greater Philadelphia market with the addition of more than 30 sites since mid-2020, which strengthens the integration with our terminal network in the Pennsylvania and New Jersey markets.

We have an expansion in CapEx range of $40 million to $50 million in 2021 and plan to deploy that capital across a broad range of projects, including raze and rebuilds, new-to-industry sites and remodels.

From a strategic standpoint, our focused real estate investments are vital to the future delivery of motoring products, whether they be liquid fuels, electric charging stations or other forms of energy. Appealing to a growing consumer notion and an investment in sustainability, we continue to broaden our homegrown Alltown Fresh market footprint.

Our market provides fresh, locally-sourced, choices of meals and provisions and cafe-inspired spaces to sit and enjoy freshly brewed coffee. With 7 currently in operation, we plan to open 7 more in 2020 or early 2022. On the M&A front, the pipeline is very active.

We continue to evaluate opportunities to expand our geographic footprint, complement our service offerings and drive profitability and growth. As I've noted on previous calls, our capital investment and strategic acquisition initiatives are designed with the goal of mid-teen returns or higher.

We spoke with you last quarter about our acquisition of retail fuel and convenience store assets of Consumer Petroleum of Connecticut. We now expect this transaction to close in the third quarter. Turning to our distribution.

Last month, the Board of Directors of our general partner declared a quarterly cash distribution of $0.5750 per common unit or 2/3 on an annualized basis on all outstanding units for the period from January 1 to March 31, 2021.

This marks the fourth consecutive quarter in which the Board has raised the distribution, which is an important component of our overall capital allocation strategy and commitment to drive value for our unitholders. Looking at the demand forecast for the upcoming summer driving season, Energy Information Administration projects that U.S.

gasoline consumption will improve slightly from 2020, but still remain below 2019. While the EIA expects ongoing effects from the pandemic to have a significant effect of petroleum markets this summer, those effects are expected to lessen through 2021 as an increasing percentage of the U.S. population is vaccinated.

For our retail fuel business, which operates across 10 states, improving demand trends, depend very much on the pace at which each region's schools use sports and other extra curricular activities fully reopen. The return of rush hour commuters and all the other events that people -- that put people in their cars.

Heading into summer, we're encouraged by the data that appears to show many states turning a quarter in terms of the pandemic. We'll have to see how the rest of the year plays out. Now with that, let me turn the call over to Daphne for her financial review.

Daphne?.

Thank you, Eric, and good morning, everyone. Let me begin this morning by discussing our recently completed Series B preferred unit offering, which further positions us to capitalize on acquisitions and organic expansion opportunities.

A total of 3 million units were sold at $25 per unit, generating net proceeds of approximately $72.2 million, which were used to reduce indebtedness under our credit agreement. Distributions on the Series B units will be payable quarterly at a fixed rate of 9.5% per annum.

As previously announced, a pro-rated initial distribution of $0.3365 will be payable on May 17 to holders of record as of the opening of business on May 3. Turning to our results. Adjusted EBITDA for the first quarter of 2021 was $40.4 million compared with $45.4 million for the same period of 2020.

The $5 million delta reflects a decrease in combined product margins due largely to lower volume and weaker fuel margins in our GDSO segment, as well as an increase in SG&A expense. The net loss attributable to the partnership was $4.3 million in the first quarter of 2021, compared with net income of $3.3 million for the same period of 2020.

DCF was $14 million in the first quarter of 2021, compared with $22 million in the prior year period. Both net income and DCF in the first quarter of 2020 included a tax benefit of $6.3 million related to the carryback of net operating losses reported under the CARES Act.

In the first quarter of 2021, we received $15.8 million in cash refund associated with that carryback. TTM distribution coverage as of March 31, 2021 was 2.04x or 1.94x after factoring in distribution to our preferred unitholders. Turning to our segment details.

GDSO product margin in Q1 was $130.4 million, down $25.5 million, compared with the year-earlier period, primarily reflecting lower retail fuel margins as well as the impact of COVID-19 for a full quarter on retail fuel volume.

The gasoline distribution contribution to product margin was down $27 million in the quarter to $80.2 million, reflecting a $0.065 per gallon decrease in fuel margins to $0.24 per gallon, coupled with a 4.9% decrease in fuel volume.

Volumes in the first quarter of 2021 outperformed our expectations and we were pleased with the fuel margin performance in light of the sharp increase in wholesale gasoline prices. Wholesale gasoline prices were up more than $0.20 in January, $0.30 in February and an additional $0.20 by mid-March before prices started to recede.

In contrast, the fuel margin in last year's first quarter benefited from a rapid decline in wholesale gasoline prices, which fell $0.97 per gallon between the beginning and the end of March.

Station operations contributed $50.2 million to product margin, up $1.5 million from the first quarter of 2020, primarily reflecting increases in rent and funding. At the end of Q1, our GDSO portfolio consisted of 1,566 sites comprised of 283 company-operated stores, 281 commissioned agents, 206 lessee dealers and 796 contract dealers.

Looking at the Wholesale segment. First quarter 2021 product margin increased $25 million to $30.5 million, driven by more favorable market conditions and temperatures that were 16% colder year-over-year.

Keep in mind that wholesale margin in the first quarter of 2020 was one of the lowest in many years, as pandemic-related demand destruction and a price war between Saudi Arabia and Russia caused a rapid decline in prices, resulting in a steepening of the forward product pricing curve.

While that steepening adversely affected margins in the quarter, storage capacity in our terminal network positioned us to take advantage of the contango market.

Gasoline and gasoline blendstocks product margin contributed $16.4 million to wholesale product margin, up $6.9 million for the same period in 2020, while it was negatively impacted by end of quarter point in time valuation of inventory position.

Product margins in other oils and related products, which includes distillates and residual oil increased $18.2 million to $18.6 million. Product margin from crude oil was negative $4.5 million in the first quarter of 2021 and 2020. Turning to the Commercial segment.

Product margin decreased $1.1 million to $4.2 million in the first quarter of 2021, reflecting a decline in our bunkering business due to pandemic. Looking at expenses. Operating expenses decreased $2 million to $80.5 million in the first quarter.

The decrease reflects lower expenses at our GDSO sites, including lower salary expense in part due to reduced store hours, lower maintenance and repair expense and lower commission and credit card fees related to the reduction in volume, all of which was partly the result of the pandemic.

SG&A expenses increased $5.4 million to $46.3 million in the first quarter, reflecting increases in crude incentive compensation, salaries and benefits and acquisition-related expenses, primarily related to the Consumers Petroleum transaction.

Interest expense is $20.4 million in Q1 compared with $21.6 million in the year earlier period, primarily due to lower [Technical Difficulty] balances on our credit facility as well as lower interest rate.

CapEx in the first quarter was approximately $16.9 million, consisting of $7 million of maintenance CapEx and $9.9 million of expansion CapEx, excluding acquisitions, most of which relates to our gas station business.

For full year 2021, we continue to expect maintenance CapEx in the range of $45 million to $55 million and expansion CapEx in the range of $40 million to $50 million with the majority consisting of investments in our gasoline station and [Technical Difficulty] Our balance sheet remains strong with leverage defined in our credit agreement as funded debt-to-EBITDA was approximately 2.8x at the end of the first quarter.

We continue to have ample excess capacity under our credit facility. As of March 31, total borrowings were $385.8 million, including $352.4 million under our $770 million working capital revolving credit facility and $33.4 million outstanding under our $400 million revolving credit facility.

Adding to our financial flexibility, this month we entered into an amended Credit Agreement with our bank group.

Among other things, the agreement extends the maturity date from April 2022 to May 2024, reduces the applicable rate for borrowings and letters of credit, increases the working capital revolving credit facility from $770 million to $800 million and increases the revolving credit facility from $400 million to $450 million.

Looking at our investor calendar, we will be participating virtually in several upcoming events, including the EIP Investor Conference, the BMA Energy Credit Conference and the Stifel Cross Sector Insight Conference. For those of you who will be attending, we look forward to meeting with you.

Now, let me turn the call back to Eric for closing comments..

Thanks, Daphne. Looking ahead, we are following through on a number of strategic initiatives and positioning ourselves to take advantage of our infrastructure, low-carbon fuel and other opportunities. We remain focused on our strategy to grow through organic initiative and strategic M&A.

We have a robust pipeline of retail investments and other projects planned for 2021 and believe that we are well positioned for the future. Now, Daphne and I are happy to take your questions.

Operator?.

[Operator Instructions]. Our first question comes from the line of Selman Akyol with Stifel..

Can you maybe talk a little bit more about what you're seeing in the M&A market?.

It's Eric. It's just very busy. It's just very busy. So I -- we continue to sort of look at companies and try to do deals that will fit us and deals where we can bring value and be disciplined. I don't -- look, I don't know if it's people are being driven by taxes or other things, but it just continues to be busy. And there's a lot of it..

Are you seeing sellers expecting, more reasonable, more in line?.

I think for us -- we're not going to win every deal and we do the deals that fit us, that fit into our network and our system. And so, I don't -- whether somebody thinks it's a lot or a little. I think it's -- we just try to stay disciplined and make sure that we can get the returns for our investors and for the company..

Got it.

I think previously you had installed 1 or 2 charging stations at some of your stations, and I'm just kind of curious how that was going?.

Yeah. I mean, so on 1, we've partnered with Electrify America and that's a high-speed charging station. I don't know the exact usage rate but very low-single digits, it might be 1%, 2%..

Got it. And then last one.

You guys have been consistently growing the distribution, is there any comments you can make going forward?.

No, I don't think there's any comment we can give you in terms of forward guidance on distributions. I think you can use the comment that we made in the script and how revolving thought about it.

We're looking at what the investment opportunities are for us and how to provide the best return for investors, which doesn't show in distribution, so -- and yes, making sure the balance sheet is in good shape and deciding it forward..

Our next question comes from the line of Theresa Chen with Barclays..

I wanted to touch on the biofuels front and just wanted to ask about your early learnings on your renewable diesel handling activities, question from my end is that, if any of those lessons are translatable to what you're trying to do in the Northeast..

Yes. I mean, in terms -- I'd say renewable diesel on the West Coast it's -- for us, the handling of it has been, I'd say, pretty seamless. I think, the production side a bit is maybe a little bit different than that and just how it gets transported.

But in terms of the facilities and our ability to take it and our ability to control and manage it, it's been seamless..

Got it.

And just understanding a little bit on the puts and takes of the economic process related to this, so is the product primarily being distributed within Oregon or do you also handle the transportation a bit to California?.

So as -- yes, in that facility, we are just a throughput. It's a long-term throughput agreement and the business partner takes it out by barge or ship and they deliver it to wherever they want to take it. It's likely it's going to California, right? But I can't tell you that with a 100% certainty..

Got it. And as incremental production capacity is likely coming online and need throughput agreements before destination terminals, when you renegotiate or when you contract these agreements to begin with, what do you think about the economics of the fee relative to -- but like a traditional petroleum product would typically command..

Yes. I mean, I don't think they are all that much different. I mean, it's -- that particular [Technical Difficulty] has rail in or rail out. It has tankage and it has a large dock, right? And those are really the premises that help it to be -- that healthy asset to be positioned well in the marketplace.

And so, the real question isn't on the rates per se, but it's -- you've got to have those certain attributes to be competitive for that business..

Got it.

And as Washington State recently passed its own clean fuel standard legislation to the State Assembly, is that incremental opportunity for that terminal to handle additional products since there will be more end demand in the Pacific Northwest?.

Yes. I mean, specifically, I believe that there will continue to be additional pressure on every state to lower their carbon footprint.

Historically, California sort of led the way, I'm not sure if every state is going to follow it exactly, but I do believe as we move forward, whether it's a renewable diesel or some other liquid fuel, that there's going to be opportunities on inside and I think it's just general, just very generally going to be -- it's going to become a broader fuel that gets used not just on the West Coast but really throughout the country, right? So at the end of the day, we have this base infrastructure and how do we take that infrastructure and move those renewable fuels for either for ourselves or for our partners? Because I do believe it's going to over time, take a piece of demand away from what I would say, is historical fuels.

So it's going to be -- I think, it's an opportunity. So all this change -- and this is just very generally, all this change may create some anxiety, but it creates a lot of opportunity because half the change would be opportunities.

They are new and they are different, you've just got to be aware of them and then try to market into them, right? So I look at it as a glass that's half full..

Our next question comes from the line of Ned Baramov with Wells Fargo..

First off, Daphne, congrats on your retirement, and Greg, good luck in your new role.

My first question is on fuel margins in the GDSO segment, could you maybe talk about how fuel margins have been trending in the month of April and May and what your expectation is for the rest of the year, given rising crude oil prices and like the higher fuel demand as this driving season shapes up to be more normal than what we saw last year?.

Ned, I'll give you the specifics on April in terms of margin, but I would say that, overall, we continue to see this over the last couple of years and certainly saw this, this cash quarter in terms of -- in an off-market, margins continue to be better.

And I was actually looking back at first quarter of '19, first quarter of '19 prices were going up at $0.50 the last 2 months of that year. And then, going back to '19 and 2020 is an adoration and our margins were $0.23 per gallon. This quarter, it was $0.24 per gallon and prices increased $0.70 through mid-March and then that's up about $0.20.

So we continue to be pleased with the margins relative in an off-market. And so, our volumes will be the best, should continue and has been somewhat of an offset to shortfall in volume, but the expectation is that volumes will continue to pick up as modern traffic increases..

Got it. And then, could you talk about the closing of the Connecticut acquisition, it seems that it is delayed by a quarter or so. So I was just wondering what's driving the longer process here.

And also to the extent you can comment on this, can you provide any financial metrics related to this transaction?.

Yes. So we just -- in terms of the timing, it's -- it just slipped a little bit. We continue to work with government agencies to come to a resolution. So -- but we really feel like it just slipped the limit there.

What was the second question, again?.

If you could provide any financial metrics related to this transaction? I totally understand if you decline to give a comment on this, given how close you are to the completion of the deal..

Yes. I -- what I would say is, in our comments earlier on the call, we said our deals are roughly mid-teens kind of cut the deals, I'd say that's consistent..

Okay, got it. And then, last question, I presume the preferred issuance in March, the period of the funding or be it the bulk of the funding you need to close the Connecticut deal.

As you look at other potential M&A transactions, how do you think about the potential funding of future acquisitions?.

Ned, well, we have $33 million outstanding under our revolver today and a $450 million revolver, so we have seen a sizable flexibility, if you will.

As you said that we're always going to be looking at our leverage and making sure that our balance sheet is in good order, but we upsized that upto $450 million on the revolver and not be race impressed, being opportunistic more than anything else..

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

Thank you for joining us this morning. We look forward to keeping you updated on our progress. Everybody, enjoy the weekend. Thank you..

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