0001157523-19-002226.txt : 20191107 0001157523-19-002226.hdr.sgml : 20191107 20191107080534 ACCESSION NUMBER: 0001157523-19-002226 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191107 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191107 DATE AS OF CHANGE: 20191107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL PARTNERS LP CENTRAL INDEX KEY: 0001323468 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM BULK STATIONS & TERMINALS [5171] IRS NUMBER: 743140887 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32593 FILM NUMBER: 191198205 BUSINESS ADDRESS: STREET 1: P.O. BOX 9161 STREET 2: 800 SOUTH STREET, SUITE 500 CITY: WALTHAM STATE: MA ZIP: 02454 BUSINESS PHONE: (781) 894-8800 MAIL ADDRESS: STREET 1: P.O. BOX 9161 STREET 2: 800 SOUTH STREET, SUITE 500 CITY: WALTHAM STATE: MA ZIP: 02454 FORMER COMPANY: FORMER CONFORMED NAME: Global Partners LP DATE OF NAME CHANGE: 20050411 8-K 1 a52124735.htm GLOBAL PARTNERS LP 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  November 7, 2019

GLOBAL PARTNERS LP
(Exact name of registrant as specified in its charter)

Delaware
001-32593
74-3140887
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

P.O. Box 9161
800 South Street
Waltham, Massachusetts 02454-9161
(Address of Principal Executive Offices)


(781) 894-8800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company
 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:
           
Title of class
 
Trading Symbol(s)
 
Name of exchange on which registered
Common Units representing limited partner interests
 
GLP
 
New York Stock Exchange
         
9.75% Series A Fixed-to-Floating Cumulative Redeemable Perpetual Preferred Units representing limited partner interests
 
GLP pr A
 
New York Stock Exchange



 Item 2.02.
 Results of Operations and Financial Condition
On November 7, 2019, Global Partners LP (the “Partnership”) issued a press release announcing its third quarter 2019 financial results.  The press release contains measures that may be deemed non-GAAP financial measures as defined in Item 10 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The most directly comparable generally accepted accounting principles (“GAAP”) financial measures and information reconciling the GAAP and non-GAAP financial measures are also included in the press release.  A copy of the Partnership’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
 Item 7.01.
 Regulation FD Disclosure

The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby incorporated in Item 7.01 by reference.

The information furnished pursuant to Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

 Item 9.01.
 Financial Statements and Exhibits

(d)
Exhibit


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

  GLOBAL PARTNERS LP  
   By:  Global GP LLC,  
     its general partner  
       
       
Dated:  November 7, 2019
By:
/s/ Edward J. Faneuil
 
    Executive Vice President,  
    General Counsel and Secretary  
       

EX-99.1 2 a52124735ex99_1.htm EXHIBIT 99.1
 
Exhibit 99.1


Global Partners Reports Third-Quarter 2019 Financial Results

 

WALTHAM, Mass.--(BUSINESS WIRE)--November 7, 2019--Global Partners LP (NYSE: GLP) today reported financial results for the third quarter ended September 30, 2019.

“We delivered strong third-quarter results highlighted by product margin increases,” said President and Chief Executive Officer Eric Slifka. “In our Gasoline Distribution and Station Operations segment (GDSO), we benefited from higher retail fuel margins and a full quarter of results from our Champlain and Cheshire Oil portfolio of retail stations and convenience stores, which we acquired in July of last year. In our Wholesale segment, product lines primarily benefited from favorable market conditions.”

Financial Highlights

Financial results for the third quarter of 2019 included a $13.1 million loss on the early extinguishment of debt related to the Partnership's July 2019 repurchase of its 6.25% senior notes.

Net income attributable to the Partnership was $15.1 million, or $0.38 per diluted common limited partner unit, for the third quarter of 2019 compared with a net loss attributable to the Partnership of $14.1 million, or $0.44 per common limited partner unit, for the same period of 2018.


Including the $13.1 million loss on the early extinguishment of debt, earnings before interest, taxes, depreciation and amortization (EBITDA) for the third quarter of 2019 was $65.1 million compared with $35.8 million for the year-earlier period.

Distributable cash flow (DCF) was $30.4 million in the third quarter of 2019 compared with $5.3 million in the same period of 2018.

Including the $13.1 million loss on the early extinguishment of debt, Adjusted EBITDA was $66.1 million in the third quarter of 2019 compared with $37.2 million in the third quarter of 2018.

Gross profit in the third quarter of 2019 was $187.8 million compared with $135.0 million in the third quarter of 2018, primarily due to higher fuel margins in the GDSO segment and more favorable market conditions in the Wholesale segment. Combined product margin, which is gross profit adjusted for depreciation allocated to cost of sales, was $210.2 million in the third quarter of 2019 compared with $157.2 million in the third quarter of 2018.

Combined product margin, EBITDA, Adjusted EBITDA, and DCF are non-GAAP (Generally Accepted Accounting Principles) financial measures, which are explained in greater detail below under “Use of Non-GAAP Financial Measures.” Please refer to Financial Reconciliations included in this release for reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures for the three and nine months ended September 30, 2019 and 2018.

GDSO segment product margin was $168.7 million in the third quarter of 2019, an increase of $20.1 million from $148.6 million in the third quarter of 2018, primarily driven by higher fuel margins and a full quarter of results from the acquisitions of Champlain and Cheshire Oil.

Wholesale segment product margin was $34.2 million in the third quarter of 2019 compared with $3.2 million in the third quarter of 2018 with increases across all product lines. The increase year-over-year in gasoline and gasoline blendstocks and other oils and related products reflects both favorable market conditions in 2019 and a comparison to a weak third quarter in 2018. The increase in crude oil product margin is primarily due to lower rail car related expenses.

Commercial segment product margin was $7.2 million in the third quarter of 2019 compared with $5.5 million in the same period of 2018.

Sales in the third quarter of 2019 were $3.2 billion compared with $3.5 billion in the third quarter of 2018. Wholesale segment sales were $1.8 billion in the third quarter of 2019 compared with $1.9 billion in the third quarter of 2018. GDSO segment sales were $1.1 billion in the third quarter of 2019 compared with $1.2 billion in the third quarter of 2018. Commercial segment sales were $0.3 billion for each of the third quarters of 2019 and 2018.

Volume in the third quarter of 2019 was 1.6 billion gallons compared with 1.5 billion gallons in the same period of 2018. Wholesale segment volume was 995.6 million gallons in the third quarter of 2019 compared with 924.6 million gallons in the third quarter of 2018. GDSO segment volume was 423.3 million gallons in the third quarter of 2019 compared with 424.1 million gallons in the same period of 2018. Commercial segment volume was 171.5 million gallons in the third quarter of 2019 compared with 166.5 million gallons in the same period of 2018.


Recent Highlights

  • Global’s Board of Directors announced an increase of its quarterly cash distribution from $0.5150 to $0.52 per unit on all of its outstanding common units for the period from July 1 to September 30, 2019. The distribution will be paid on November 14, 2019 to unitholders of record as of the close of business on November 8, 2019.
  • Global’s Board of Directors announced a quarterly cash distribution of $0.609375 per unit, or $2.4375 per unit on an annualized basis, on the Partnership’s Series A preferred units for the period from August 15, 2019 through November 14, 2019. This distribution will be paid on November 15, 2019 to holders of record as of the opening of business on November 1, 2019.

Business Outlook

“We had a strong performance through the first nine months of 2019, and our terminal network and retail assets provide us with a solid foundation as we move forward,” Slifka said.

For full-year 2019, Global has raised its EBITDA guidance to a range of $225 million to $240 million, before recognition of a $13.1 million loss on the early extinguishment of debt expense in the third quarter of 2019, compared with prior EBITDA guidance of $200 million to $225 million. Global’s guidance excludes gains or losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.

The Partnership’s guidance and future performance are based on assumptions regarding market conditions such as the crude oil market, business cycles, demand for petroleum products and renewable fuels, utilization of assets and facilities, weather, credit markets, the regulatory and permitting environment and the forward product pricing curve, which could influence quarterly financial results. The Partnership believes these assumptions are reasonable given currently available information and its assessment of historical trends. Because Global’s assumptions and future performance are subject to a wide range of business risks and uncertainties, the Partnership can provide no assurance that actual performance will fall within guidance ranges.

With respect to 2019 net income and net cash from operating activities, the most comparable financial measures to EBITDA calculated in accordance with GAAP, the Partnership is unable to project either metric without unreasonable effort and for the following reasons: 1) The Partnership is unable to project net income because this metric includes the impact of certain non-cash items, most notably those resulting from the sale of non-strategic sites, which the Partnership is unable to project with any reasonable degree of accuracy; and 2) The Partnership is unable to project net cash from operating activities because this metric includes the impact of changes in commodity prices, including their impact on inventory volume and value, receivables, payables and derivatives, which the Partnership is unable to project with any reasonable degree of accuracy. Please see the "Use of Non-GAAP Financial Measures" section of this news release.


Financial Results Conference Call

Management will review the Partnership’s third-quarter 2019 financial results in a teleconference call for analysts and investors today.




 

Time:



10:00 a.m. ET

Dial-in numbers:



(877) 709-8155 (U.S. and Canada)

 



(201) 689-8881 (International)

The call also will be webcast live and archived on Global’s website.

Use of Non-GAAP Financial Measures

Product Margin
Global Partners views product margin as an important performance measure of the core profitability of its operations. The Partnership reviews product margin monthly for consistency and trend analysis. Global Partners defines product margin as product sales minus product costs. Product sales primarily include sales of unbranded and branded gasoline, distillates, residual oil, renewable fuels, crude oil and propane, as well as convenience store sales, gasoline station rental income and revenue generated from logistics activities when the Partnership engages in the storage, transloading and shipment of products owned by others. Product costs include the cost of acquiring products and all associated costs including shipping and handling costs to bring such products to the point of sale as well as product costs related to convenience store items and costs associated with logistics activities. The Partnership also looks at product margin on a per unit basis (product margin divided by volume). Product margin is a non‑GAAP financial measure used by management and external users of the Partnership’s consolidated financial statements to assess its business. Product margin should not be considered an alternative to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, product margin may not be comparable to product margin or a similarly titled measure of other companies.


EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA are non-GAAP financial measures used as supplemental financial measures by management and may be used by external users of Global Partners’ consolidated financial statements, such as investors, commercial banks and research analysts, to assess the Partnership’s:

  • compliance with certain financial covenants included in its debt agreements;
  • financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;
  • ability to generate cash sufficient to pay interest on its indebtedness and to make distributions to its partners;
  • operating performance and return on invested capital as compared to those of other companies in the wholesale, marketing, storing and distribution of refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane, and in the gasoline stations and convenience stores business, without regard to financing methods and capital structure; and
  • viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.

Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Distributable Cash Flow
Distributable cash flow is an important non-GAAP financial measure for the Partnership’s limited partners since it serves as an indicator of success in providing a cash return on their investment. Distributable cash flow as defined by the Partnership’s partnership agreement is net income plus depreciation and amortization minus maintenance capital expenditures, as well as adjustments to eliminate items approved by the audit committee of the board of directors of the Partnership’s general partner that are extraordinary or non-recurring in nature and that would otherwise increase distributable cash flow.

Distributable cash flow as used in our partnership agreement also determines our ability to make cash distributions on our incentive distribution rights. The investment community also uses a distributable cash flow metric similar to the metric used in our partnership agreement with respect to publicly traded partnerships to indicate whether or not such partnerships have generated sufficient earnings on a current or historic level that can sustain distributions on preferred or common units or support an increase in quarterly cash distributions on common units. Our partnership agreement does not permit adjustments for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.

Distributable cash flow should not be considered as an alternative to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, distributable cash flow may not be comparable to distributable cash flow or similarly titled measures of other companies.


About Global Partners LP

With approximately 1,600 locations primarily in the Northeast, Global Partners is one of the region’s largest independent owners, suppliers and operators of gasoline stations and convenience stores. Global also owns, controls or has access to one of the largest terminal networks in New England and New York, through which it distributes gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers. In addition, Global engages in the transportation of petroleum products and renewable fuels by rail from the mid-continental U.S. and Canada. Global, a master limited partnership, trades on the New York Stock Exchange under the ticker symbol “GLP.” For additional information, visit www.globalp.com.

Forward-looking Statements

Certain statements and information in this press release may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on Global Partners’ current expectations and beliefs concerning future developments and their potential effect on the Partnership. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Partnership will be those that it anticipates. All comments concerning the Partnership’s expectations for future revenues and operating results are based on forecasts for its existing operations and do not include the potential impact of any future acquisitions. Forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership’s control) and assumptions that could cause actual results to differ materially from the Partnership’s historical experience and present expectations or projections.

For additional information regarding known material factors that could cause actual results to differ from the Partnership’s projected results, please see Global Partners’ filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.









 
GLOBAL PARTNERS LP






CONSOLIDATED STATEMENTS OF OPERATIONS






(In thousands, except per unit data)






(Unaudited)













 

Three Months Ended
Nine Months Ended

September 30,
September 30,

2019


2018


2019


2018

Sales

$

3,245,653


$

3,468,835


$

9,732,819


$

9,398,301

Cost of sales
3,057,884

3,333,861

9,221,063

8,969,736
Gross profit
187,769

134,974

511,756

428,565







 
Costs and operating expenses:






Selling, general and administrative expenses
45,333

42,127

127,391

121,447
Operating expenses
87,827

83,776

257,222

234,043
Gain on trustee taxes
-

-

-

(52,627)
Lease exit and termination gain
-

(3,506)

(493)

(3,506)
Amortization expense
2,766

3,079

8,719

7,984
Net loss (gain) on sale and disposition of assets
323

940

(252)

5,840
Goodwill and long-lived asset impairment
643

414

643

414
Total costs and operating expenses
136,892

126,830

393,230

313,595







 
Operating income
50,877

8,144

118,526

114,970







 
Interest expense
(22,091)

(22,579)

(68,113)

(65,637)
Loss on early extinguishment of debt
(13,080)

-

(13,080)

-







 
Income (loss) before income tax (expense) benefit
15,706

(14,435)

37,333

49,333







 
Income tax (expense) benefit
(813)

(29)

(1,275)

900







 
Net income (loss)
14,893

(14,464)

36,058

50,233







 
Net loss attributable to noncontrolling interest
187

384

637

1,142







 
Net income (loss) attributable to Global Partners LP
15,080

(14,080)

36,695

51,375







 
Less: General partner's interest in net income (loss), including incentive distribution rights







395

(27)

1,065

479
Less: Series A preferred limited partner interest in net income
1,682

1,009

5,046

1,009







 
Net income (loss) attributable to common limited partners

$

13,003


$

(15,062)


$

30,584


$

49,887








 
Basic net income (loss) per common limited partner unit (1)

$

0.38


$

(0.44)


$

0.91


$

1.48








 
Diluted net income (loss) per common limited partner unit (1)

$

0.38


$

(0.44)


$

0.89


$

1.47








 
Basic weighted average common limited partner units outstanding
33,865

34,114

33,791

33,680







 
Diluted weighted average limited partner units outstanding
34,266

34,114

34,255

33,894







 







 







 
(1) Under the Partnership's partnership agreement, for any quarterly period, the incentive distribution rights ("IDRs") participate in net income only to the extent of the amount of cash distributions actually declared, thereby excluding the IDRs from participating in the Partnership's undistributed net income or losses. Accordingly, the Partnership's undistributed net income or losses is assumed to be allocated to the common unitholders and to the General Partner's general partner interest. Net income attributable to common limited partners is divided by the weighted average common units outstanding in computing the net income per limited partner unit.






 
GLOBAL PARTNERS LP




CONSOLIDATED BALANCE SHEETS




(In thousands)




(Unaudited)









 





 

September 30,
December 31,

2019


2018

Assets




Current assets:




Cash and cash equivalents

$

5,780


$

8,121

Accounts receivable, net

335,752



334,777

Accounts receivable - affiliates

7,432



5,435

Inventories

393,695



386,442

Brokerage margin deposits

24,716



14,766

Derivative assets

9,198



26,390

Prepaid expenses and other current assets

94,809



98,977

Total current assets

871,382



874,908






 
Property and equipment, net

1,101,608



1,132,632

Right of use assets, net

299,000



-

Intangible assets, net

49,477



58,532

Goodwill

324,744



327,406

Other assets

32,034



30,813






 
Total assets

$

2,678,245


$

2,424,291






 





 
Liabilities and partners' equity




Current liabilities:




Accounts payable

$

310,368


$

308,979

Working capital revolving credit facility - current portion

102,900



103,300

Lease liability - current portion

65,273



-

Environmental liabilities - current portion

6,092



6,092

Trustee taxes payable

35,637



42,613

Accrued expenses and other current liabilities

92,390



117,274

Derivative liabilities

7,908



4,494

Total current liabilities

620,568



582,752






 
Working capital revolving credit facility - less current portion

150,000



150,000

Revolving credit facility

197,000



220,000

Senior notes

690,103



664,455

Long-term lease liability - less current portion

243,654



-

Environmental liabilities - less current portion

54,512



57,132

Financing obligations

149,526



149,997

Deferred tax liabilities

43,243



42,856

Other long-term liabilities

47,892



57,905

Total liabilities

2,196,498



1,925,097






 
Partners' equity




Global Partners LP equity

480,521



497,331

Noncontrolling interest

1,226



1,863

Total partners' equity

481,747



499,194






 
Total liabilities and partners' equity

$

2,678,245


$

2,424,291














 
GLOBAL PARTNERS LP











FINANCIAL RECONCILIATIONS











(In thousands)











(Unaudited)














Three Months Ended
Nine Months Ended



September 30,
September 30,



2019


2018


2019


2018

Reconciliation of gross profit to product margin











Wholesale segment:












Gasoline and gasoline blendstocks

$

20,194


$

5,586


$

76,568


$

54,423


Crude oil

(3,019)



(7,606)



(10,043)



2,885


Other oils and related products

17,071



5,175



40,566



31,477


Total

34,246



3,155



107,091



88,785

Gasoline Distribution and Station Operations segment:












Gasoline distribution

107,620



91,335



282,919



238,434


Station operations

61,109



57,265



169,621



149,479


Total

168,729



148,600



452,540



387,913

Commercial segment

7,213



5,478



18,217



16,524

Combined product margin

210,188



157,233



577,848



493,222

Depreciation allocated to cost of sales

(22,419)



(22,259)



(66,092)



(64,657)

Gross profit

$

187,769


$

134,974


$

511,756


$

428,565














 
Reconciliation of net income (loss) to EBITDA and Adjusted EBITDA












Net income (loss)

$

14,893


$

(14,464)


$

36,058


$

50,233


Net loss attributable to noncontrolling interest

187



384



637



1,142


Net income (loss) attributable to Global Partners LP

15,080



(14,080)



36,695



51,375


Depreciation and amortization, excluding the impact of noncontrolling interest

27,110



27,310



81,022



78,483


Interest expense, excluding the impact of noncontrolling interest

22,091



22,579



68,113



65,637


Income tax expense (benefit)

813



29



1,275



(900)


EBITDA (1)

65,094



35,838



187,105



194,595


Net loss (gain) on sale and disposition of assets

323



940



(252)



5,840


Goodwill and long-lived asset impairment

643



414



643



414


Adjusted EBITDA (1)

$

66,060


$

37,192


$

187,496


$

200,849














 
Reconciliation of net cash provided by (used in) operating activities to EBITDA and Adjusted EBITDA












Net cash provided by (used in) operating activities

$

143,017


$

(29,676)


$

109,525


$

(45,902)


Net changes in operating assets and liabilities and certain non-cash items

(100,890)



42,798



8,077



175,545


Net cash from operating activities and changes in operating












assets and liabilities attributable to noncontrolling interest

63



108



115



215


Interest expense, excluding the impact of noncontrolling interest

22,091



22,579



68,113



65,637


Income tax expense (benefit)

813



29



1,275



(900)


EBITDA (1)

65,094



35,838



187,105



194,595


Net loss (gain) on sale and disposition of assets

323



940



(252)



5,840


Goodwill and long-lived asset impairment

643



414



643



414


Adjusted EBITDA (1)

$

66,060


$

37,192


$

187,496


$

200,849














 
Reconciliation of net income (loss) to distributable cash flow












Net income (loss)

$

14,893


$

(14,464)


$

36,058


$

50,233


Net loss attributable to noncontrolling interest

187



384



637



1,142


Net income (loss) attributable to Global Partners LP

15,080



(14,080)



36,695



51,375


Depreciation and amortization, excluding the impact of noncontrolling interest

27,110



27,310



81,022



78,483


Amortization of deferred financing fees and senior notes discount

1,352



1,720



4,679



5,150


Amortization of routine bank refinancing fees

(902)



(1,022)



(2,814)



(3,066)


Maintenance capital expenditures, excluding the impact of noncontrolling interest

(12,235)



(8,616)



(33,301)



(25,860)


Distributable cash flow (2)(3)(4)

30,405



5,312



86,281



106,082


Distributions to Series A preferred unitholders (5)

(1,682)



(1,009)



(5,046)



(1,009)


Distributable cash flow after distributions to Series A preferred unitholders

$

28,723


$

4,303


$

81,235


$

105,073














 
Reconciliation of net cash provided by (used in) operating activities to distributable cash flow












Net cash provided by (used in) operating activities

$

143,017


$

(29,676)


$

109,525


$

(45,902)


Net changes in operating assets and liabilities and certain non-cash items

(100,890)



42,798



8,077



175,545


Net cash from operating activities and changes in operating












assets and liabilities attributable to noncontrolling interest

63



108



115



215


Amortization of deferred financing fees and senior notes discount

1,352



1,720



4,679



5,150


Amortization of routine bank refinancing fees

(902)



(1,022)



(2,814)



(3,066)


Maintenance capital expenditures, excluding the impact of noncontrolling interest

(12,235)



(8,616)



(33,301)



(25,860)


Distributable cash flow (2)(3)(4)

30,405



5,312



86,281



106,082


Distributions to Series A preferred unitholders (5)

(1,682)



(1,009)



(5,046)



(1,009)


Distributable cash flow after distributions to Series A preferred unitholders

$

28,723


$

4,303


$

81,235


$

105,073














 













 













 

(1)

EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2019 include a $13.1 million loss on the early extinguishment of debt related to the Partnership's repurchase of its 6.25% senior notes. EBITDA and Adjusted EBITDA for the nine months ended September 30, 2018 include a one-time gain of approximately $52.6 million as a result of the extinguishment of a contingent liability related to a Volumetric Ethanol Excise Tax Credit.

(2)

As defined by the Partnership's partnership agreement, distributable cash flow is not adjusted for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.

(3)

Distributable cash flow includes a net loss (gain) on sale and disposition of assets and a goodwill and long-lived asset impairment of $0.9 million and $1.3 million for the three months ended September 30, 2019 and 2018, respectively, and $0.3 million and $6.2 million for the nine months ended September 30, 2019 and 2018, respectively. Excluding these charges, distributable cash flow would have been $31.3 million and $6.6 million for the three months ended September 30, 2019 and 2018, respectively, and $86.6 million and $112.3 million for the nine months ended September 30, 2019 and 2018, respectively.

(4)

Distributable cash flow for the three and nine months ended September 30, 2019 includes a $13.1 million loss on the early extinguishment of debt related to the Partnership's repurchase of its 6.25% senior notes. Distributable cash flow for the nine months ended September 30, 2018 includes a one-time gain of approximately $52.6 million as a result of the extinguishment of a contingent liability related to a Volumetric Ethanol Excise Tax Credit.

(5)

Distributions to Series A preferred unitholders represent the distributions earned by the preferred unitholders during the period. Distributions on the Series A Preferred Units are cumulative and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on November 15, 2018.

 

Contacts

Daphne H. Foster
Chief Financial Officer
Global Partners LP
(781) 894-8800

Edward J. Faneuil
Executive Vice President, General Counsel and Secretary
Global Partners LP
(781) 894-8800