Good day, everyone, and welcome to the Global Partners Fourth Quarter 2022 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, 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.

Good morning. Thank you for joining us. Today's call will include forward-looking statements within the meaning of Federal securities laws. These statements include projections, expectations and estimates concerning the future financial and operational performance of Global Partners, which are based on assumptions regarding market conditions, demand for liquid energy products and convenience store products, the regulatory and permitting environment, the forward product pricing curve and other factors, which could influence our financial results. We believe these assumptions are reasonable given currently available information. Our assumptions and future performance are subject to a wide range of business risks uncertainties and factors, which are described in our filings with the Securities and Exchange Commission, which could cause actual results to differ materially from the Partnership's historical experience and present expectations or projections. Global Partners undertakes no obligation to revise or update any forward-looking statements. Any material comments concerning future results of operations will be communicated through news releases, publicly announced conference calls or other means that will constitute public disclosure for the purposes of Regulation FD. Now it's my pleasure to turn the call over to our President and Chief Executive Officer, Eric Slifka.

Thank you, Sean, and good morning, everyone. Let me begin by thanking our entire team for the hard work, creativity and grit that contributed to a strong year for Global. For companies across our industry and many others, 2022 was a year of significant challenges, including supply chain constraints, steep commodity price volatility, inflation, a tough labor market in the war in Ukraine. Our team successfully navigated through these challenges. In addition to the power of our people, our company performance demonstrates the resilience of our business model, the strength of our assets and the value that we deliver for the guests at our gas stations and convenience markets and the customers at our liquid energy terminals every day. For the fourth quarter, our Wholesale segment product margin more than doubled from the same period in 2021 as market conditions and effective management of our inventories amid sustained backwardation in the distillates markets combined to drive strong margin capture. In our gasoline distribution and GDSO segment, we continued to benefit from higher retail fuel margins and increased activity in our convenience markets in part as a result of our recent acquisitions. Our Commercial segment also capped 2022 with a strong fourth quarter as bunkering activity remained robust. Consistent with our focus on strategic transactions that strengthen our long-term earnings power, during the year, we closed on over $255 million of retail acquisitions. With the purchases of Consumers Petroleum of Connecticut, Miller Oil Co. and Tidewater Convenience, we added more than 60 company-operated convenience markets and related fuel operations as well as fuel supply arrangements at more than 55 additional sites. The Consumers Petroleum acquisition deepened our footprint in the New England region, while the Miller Oil and Tidewater deals expanded our reach into Virginia. The retail fuel M&A pipeline remains…

Thank you, Eric, and good morning, everyone. As Eric noted, diligent planning, effective fuel inventory management and solid execution by the entire team, allowed us to have continued strong performance in the fourth quarter of 2022, closing out a very strong year for the Partnership, highlighted by healthy margin contributions from all three segments of our business. Adjusted EBITDA for the fourth quarter of 2022 was $106.9 million, compared with $66 million for the same period in 2021. For the full year, adjusted EBITDA was $485.2 million compared with $244.3 million in the same period of 2021. The increases for the quarter and full year of 2022 were primarily driven by our Wholesale and GDSO segments. Net income was $57.5 million for the fourth quarter of 2022 compared with $19.3 million for the same period in 2021. Full year 2022 net income increased to $362.2 million from $60.8 million in the prior year. DCF was $57.3 million for the fourth quarter of 2022 compared with $30.5 million in the same period of '21. For the full year, DCF was $413.4 million compared with $120.7 million in '21. DCF for 2022 included a net gain of $79.9 million primarily related to the sale of our Revere terminal in June. TTM distribution coverage as of December 31, 2022, including the onetime special distribution was 3.4x or 3.3x after factoring in distributions to our preferred unitholders. Excluding the net gain on the sale of assets, TTM distribution coverage was 2.8x or 2.6x after factoring in distributions to our preferred unitholders. Turning to our segment details. GDSO product margin was up $46.1 million in the quarter to $223.2 million. The gasoline distribution contribution to product margin was up $36.2 million to $155.9 million, primarily due to higher fuel margin and an increase in volumes…

Thank you, Greg. 2022 was an exceptionally strong year for Global, reflecting the dedication of our incredible team, our vertically integrated assets, adaptable operating model and strong balance sheet position us well for the year ahead. While macroeconomic uncertainty remains, we continue to focus on driving returns for unitholders through a combination of organic growth, strategic acquisitions, optimization and innovation. Now, Greg, Mark and I will be happy to take your questions. Operator?

[Operator Instructions] Our first question comes from the line of Gregg Brody with Bank of America.

Just -- can I start with the wholesale acquisition you announced in late December? Help us think about how much volume that's going to add and how to think about the normalized EBITDA associated with that?

Yes, sure, Gregg. I mean, candidly, we're not offering much more detail on the Gulf acquisition other than what we released in the 8-K in December. We are going currently through the FTC process, so we need to respect that process. We are hopeful that, that will close within -- before June 30th this year. But again, we're somewhat at the mercy of the FTC process, which we're currently in a review of.

Got it. And I know you normally don't provide EBITDA guidance, but you -- I was curious if you can give us some thoughts on the operating cost side of the business and SG&A as how we should think about this year?

Yes. I'll give you a couple of sort of helpful data points. I mean I would say SG&A in the quarter was extremely heavy. One of the things was the legal expense we incurred with the ongoing dispute we have with one of our landlords that was approximately $7.5 million. We had $2 million in charitable contributions on the oil donation we did, which was really onetime. And we had a number of incentive comp, more onetime things that were related to the strong performance in 2022. I would say our expectation is -- 2022 was a very strong year for us. We -- the backwardation in the market was historic. Our inventory management allowed us to take advantage of that. Our expectation is things will normalize over time for us. So I would also expect our SG&A expense to normalize more over time. And I'd give you sort of guidance to look at the first three quarters of 2022 for a more normalized run rate on SG&A.

Got it. And you provided -- what about on the operating cost side?

Sure. Yes, the operating cost side, not as much as many onetime items in that, as there are in SG&A. I would say that we had -- in the fourth quarter, we had about $3 million in expense related to some known reserves we took on the environmental side that will be onetime. But I would say that mostly operating expense is related to our GDSO business, and that is more related to the acquisition side. The biggest things in that expense budget are the total salaries at our site level and our credit card fees. Credit card fees were extremely high all year long. They were $4 million worse quarter-over-quarter in the fourth quarter, that's all dependent on price at the retail pump on the credit card fees. We've seen prices somewhat normalized versus the earlier part of 2022. Our volume is up year-over-year related to the acquisition. So I would say that, that will continue to somewhat normalize. We have seen some price -- some wage pressures in the OpEx side throughout 2022. We've seen that somewhat normalize over the year, although labor still continues to be tight, not as tight as it was over the summer, but it's not -- it hasn't seen the slack that we thought we would see in it. So it continues to be tight. But I'd say our run rate on that -- it's probably going to be more like the fourth quarter or third quarter numbers that you're seeing.

And in those numbers, how much inflation between SG&A and operating expense, how much inflation are you assuming in there?

Yes, it's a good question. I mean I think what we saw sort of year-over-year was probably 15% on things I will say that's normalized sort of run rate from 2021 to 2022.

Got it. And you mentioned this a bit, Wholesale normalized. GDSO though, you're still running at margins that are above history. You've said the breakevens have improved. What do you think the right number is today for a normalized margin? I know you chuckled because it keeps improving.

I can give my 2 cents, and I'll let Mark or Eric chip in, too. I think we do believe that we have seen operating costs for all operators in the gas station business increase, not just in salary, but also on equipment and credit card fees, all of that has to be offset and pass-through on the fuel margin, we believe. And so we've seen a definite shift since COVID on the fuel margin side. We were seeing it before that, too. Historically, margins have been creeping up as expenses increase. And I think it impacts the smaller operators more than guys like us who have scale, we have different levers we can pull on expenses as opposed to some of the smaller guys who is the only lever they can pull is fuel margin. And I think you've heard a lot of other companies mention that. But to your point, yes, we see breakeven increase. And I think we've got to offset the cost.

I appreciate that color. Maybe I'll just add one more, I can. So this acquisition from December is a little larger than some of the other ones you've done. Is your plan to just fund it on the revolver and pay it down over time? Or do you think you'll -- you might term that out in the bond market at some point?

Yes. Our expectation is we're going to fund it under the revolver. We only have $99 million currently funded under that revolver. And you may have seen our recent 8-K that came out in January, we did an amendment to upsize the revolving capacity from $450 million to $600 million. So we currently have about $500 million of the revolver availability under the revolver. And so we'll fund it under that, the $273 million acquisition price. We'll fund it as a revolver. And then as we've historically looked in the past, we have utilized the bond market to term out some of our longer-term borrowings. And yes, there's potential there, we'd look to the bond market again at some point as needed.

[Operator Instructions] Our next question comes from the line of [Greg Fedele] with Stifel.

This is Greg. Congrats on the great end to a strong year. Just wanted to know if you could give any color around kind of diesel margins or fuel margins that you've seen this year so far, given volatility and that it's going to be probably a pretty heavy year as far as refinery turnarounds go. But just really any color you could provide would be really helpful.

Greg, it's Mark. I couldn't hear the entire question, but I think I got the gist around margins and refinery turnarounds. And I assume you're talking about the market in general. The curve as we sit here today has flattened out a lot. And so a lot of the volatility and the cost of owning inventory that we saw in 2023 is a little bit different today. So I think we're -- our expectations and who knows what's going to happen forward. Our expectations, as we sit here today, our margins should -- and we have seen this, margins should return back towards something more normal as the curve has flattened, as volatility has quieted down and as the cost of carrying inventory has decreased. We've seen a corresponding downshift in margins towards more of a historical norm, although still at elevated levels. And without knowing what's going to happen next, I think as you look out the curve, it's reasonable to assume that those are the market conditions that we're going to be dealing with for the balance of '23. Now obviously, if there's some sort of event or demand is stronger than anticipated, which I feel like the bias is that it will underperform, not overperform. But any event, I would say inventories are still on the tighter side. So any event could send that in a different direction. But as we -- based on our visibility right now, we're starting to see things trend more towards historical norms than what we saw in 2022.

Great. That's really helpful. Sorry, about the mic issues. Just one more question, if you can hear it just on the special distribution, if 2023 is another really good year, is that a tool that you're thinking about utilizing in the future? Or just kind of any capital allocation ideas going forward?

Sure. I preface anything by saying that the Board makes the decisions on the distribution. I would say that the special distribution was in light of this very strong year we had in 2022 and also related to there was some gains related to -- capital gains related to the Revere terminal sale. I think going forward, it all depends on where we are in our capital allocation and what we think the best return of capital is to unitholders. We've got an acquisition that we've inked in December that we think is a great one for the partnership on the Gulf acquisition. And so I think it's going to be all dependent on what the best use of capital, that potential return at the time will be for the unitholder.

We have no further questions at this time. I would now 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. Enjoy the week, everyone.

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.