Martin Midstream Partners L.P. (MMLP) Q3 2012 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen, and welcome to the Martin Midstream Partners LP Third Quarter 2012 Earnings Conference Call. [Operator Instructions] As a reminder, today's conference is being recorded. At this time, I would like to turn the conference over to your host for today, Mr. Bob Bondurant. Sir, you may begin.

Thank you, Ben. Let everyone know who's on the call today, we have Ruben Martin, President and Chief Executive Officer; Joe McCreery, Vice President of Finance and Head of our Investor Relations; and Wes Martin, Vice President of Business Development. Before we get started with the financial and operational results for the third quarter, I need to make this disclaimer. Certain statements made during this conference call may be forward-looking statements relating to financial forecasts, future performance and our ability to make distributions to unitholders. We report our financial results in accordance with Generally Accepted Accounting Principles and use certain non-GAAP financial measures within the meanings of SEC Regulation G, such as distributable cash flow and earnings before interest, taxes, and depreciation. We use these measures because we believe it provides users of our financial information with meaningful comparisons between current results and prior-reported results, and it can be a meaningful measure of the partnership's cash available to pay distributions. Distributable cash flow should not be considered an alternative to cash flow from operating activities. Furthermore, distributable cash flow is not a measure of financial performance or liquidity under GAAP and should not be considered, in isolation, as an indicator of our performance. We also included in our press release issued yesterday a reconciliation of distributable cash flow to the most comparable GAAP financial measure. Our earnings press release and third quarter 10-Q is available at our website, www.martinmidstream.com. Now I'd like to discuss our third quarter performance. For the third quarter, as a result of the sale of our Prism assets to CenterPoint Energy, we are continuing to report our financial performance segregated between continuing operations and discontinued operations. Our continuing operations are what remain after the sale of the Prism assets, and our discontinued operations information reflects the performance of the Prism assets, as well as the gain on the sale of those assets. The comments I make today will focus primarily on our continuing operations. For the third quarter of 2012, we had net income from continuing operations of $8.8 million, compared to $5.2 million for the second quarter. For the 9 months of 2012, we had net income from continuing operations of $22.8 million, compared to $13.8 million for the prior year's first 9 months. As with other MLPs, we believe the most important measure of performance is distributable cash flow. Our distributable cash flow from continuing operations, or DCF, for the third quarter was $18.7 million, a distribution coverage of 0.96x, including the impact of the incentive distribution right payment. DCF coverage without the IDR payment, which is what will actually happen on the distribution date of November 14, was 1.03x. It should not be considered unusual that our third quarter continuing operations' DCF coverage was low, for 2 reasons: First, we do not lower our LP distribution per unit even though we sold Prism Gas; and second, the third quarter is usually our weakest quarter due to seasonality in the wholesale NGL business, as well as the fertilizer business. Now I'd like to discuss our third quarter cash flow from continuing operations compared to the second quarter. In the Terminalling segment, our cash flow, which is defined as operating income plus depreciation and amortization, but excluding any gain or loss on sale of assets, was $11.7 million in the third quarter compared to $9.6 million in the second quarter. Our specialty terminals, which include our Cross Oil lubricant processing operations and our new crude tanks at Corpus Christi, had cash flow of $8 million in the third quarter compared to $5.9 million in the second quarter. The Corpus Christi terminal accounted for the majority of the increase, as its cash flow increased $1.6 million over the second quarter. Since the end of the quarter, we have put into service our fifth and sixth 100,000-barrel tanks, so the cash flow from the Corpus crude tank should increase again in the fourth quarter. The other portion of our Terminalling segment, marine shore bases, had cash flow of $3.7 million in both quarters. We remain long-term bullish in the shore base business as we continue to believe there will be an increase in the Gulf of Mexico rig count year-over-year. As a result, our diesel throughput volume should increase, driving an improvement in operating cash flow. Moving on to our Sulfur Services segment. Our cash flow was $7.9 million in the third quarter compared to $14.1 million in the second quarter. Our cash flow on the fertilizer side of business was $4 million in the third quarter compared to $9.9 million in the second quarter. During the third quarter, we experienced what we normally experience each year in the fertilizer business: slower demand. Fertilizer volume decreased 30% in the third quarter compared to the second quarter as a result of this weaker seasonal demand. Also during the third quarter, we performed a turnaround on our sulfuric acid plant. This temporarily increases expenses and decreases utilization. The turnaround normally happens in the third quarter, as this is our slowest fertilizer demand quarter. Looking toward the fourth quarter, we should see an increase in fertilizer sales volumes as there should be an increase in fertilizer demand as a result of the winter planting season. Now in the pure sulfur side of the business, our cash flow was $3.9 million in the third quarter compared to $4.1 million in the second quarter. We did experience a decrease in sulfur volume as one of our main suppliers of sulfur on the West Coast experienced a refinery stoppage due to a major incident at their refinery. We currently have no clarity on when this refinery will be back up and running. Now in our Marine Transportation segment, we had cash flow of $4.3 million in the third quarter compared to $5.1 million in the second quarter. Both the offshore and the inland side of the business each accounted for approximately half of the decrease in cash flow. Now although revenue was up in both Marine segments, each experienced increases in repair and maintenance costs. The increase in repairs and maintenance costs for the quarter was a result of a number of regulatory inspections in the offshore sector and its associated shipyard expenses. The increase in repair and maintenance on the inland side of the business was on the in-land vessels and was the result of damages caused by running in low water levels on inland waterways. Currently, our inland and offshore fleets are both operating at greater than 90% utilization. Now, I would like to address our Natural Gas Services segment. The remaining business after the Prism sale in our Natural Gas Services segment is our wholesale NGL business, which is a volume- and margin-driven business. The business primarily purchases NGLs at a contracted price, moves the product through our NGL logistic system and ultimately resells the product at a margin. Because it is a margin business, there is typically no significant commodity price risk other than any unhedged NGL inventory we may be carrying in our overall logistic system. In addition to the wholesale NGL marketing business, we now own 100% of Redbird Gas Storage. As of today, Redbird currently owns a 41.3% Class A interest in Cardinal Gas Storage and a fully diluted 38.4% interest. Cardinal owns Arcadia Gas Storage, Cadeville Gas Storage, Perryville Gas Storage and Monroe Gas Storage. Monroe Gas Storage makes distributions each quarter which flow from Cardinal Gas Storage to Redbird and then to us. For the third quarter, we had cash flow from continuing operations in our Natural Gas Services segment of $3.1 million compared to a negative $0.3 million in the second quarter. NGL volume was up 27% for the quarter and our margin per gallon grew from $0.014 to $0.036 per gallon. Volume in margins increased as we continued to be more active in the wholesale refinery grade butane business, and we started to see positive margins from this business when compared to the second quarter. In addition to this operating cash flow, we received a distribution from Monroe Gas Storage of $0.8 million in the third quarter compared to $1.3 million in the second quarter. So when adding the distributions from Monroe to operating cash flow, we had overall cash flow from our Natural Gas Services segment of $3.9 million in the third quarter compared to $1 million in the second quarter. Looking toward the rest of the year, we have contractually foresold much of our butane inventory at significant margins above our quarter-end inventory values. As a result, we believe the fourth quarter cash flow from this segment will significantly improve when compared to the third quarter. Finally, in the third quarter, unallocated SG&A was $2 million compared to $2.3 million in the second quarter. So to summarize, MMLP had overall cash flow from continuing operations of $25.8 million in the third quarter compared to $27.5 million in the second quarter. Again, this decrease was primarily a result of the seasonality of the fertilizer business, offset positively by our Corpus Christi terminal and our NGL segment. For the third quarter, we had maintenance capital expenditures and turnaround costs of $1.5 million. For the first 9 months, these costs have totaled $6.2 million from continuing operations. For the full year, we are forecasting total maintenance capital expenditures and turnaround costs to be approximately $9 million. Our growth capital expenditures for the third quarter were $16.1 million and have been $60 million for the year. These growth capital expenditures have primarily been for the new vacuum tower at Cross and the 6 new crude tanks at Corpus. Looking to the remainder of the year, we anticipate spending approximately $15 million to $20 million on growth capital expenditures and $10 million for investments in Cardinal Gas Storage Now I'd like to turn the call over to Joe McCreery, who will speak about liquidity in capital resources and our recent acquisitions.

Thanks, Bob. I'll start with our normal walk-through of the debt components of the balance sheet, then we'll highlight the activities that impacted our liquidity position during the quarter. I'll conclude with a discussion of the recent M&A activities of the partnership. So here we go. At September 30, 2012, the partnership had funded debt of approximately $256 million. This consisted of approximately $173 million of senior unsecured notes, and approximately $77 million drawn under our $400 million revolving credit facility, and approximately $6 million of capital lease obligations. Thus, the partnership's available liquidity on September 30 was $323 million. For the third quarter 2012, our bank compliant leverage ratios, defined as senior secured indebtedness to adjusted EBITDA and total indebtedness to adjusted EBITDA, were 0.75x and 2.32x respectively. Additionally, our bank compliant interest coverage ratio, defined as adjusted EBITDA to consolidated interest expense, was 4.21x. Looking at the balance sheet, our total funded debt to total capitalization was 38.4%, which is significantly lower than the June 30 quarter, primarily as a result of the pay down under the revolving credit facility associated with the divestiture of our natural gas gathering and processing assets. In all, at September 30, the partner was in full -- partnership was in full compliance of all banking covenants, financial or otherwise. As of Friday, November 2, the current amount borrowed under our revolving credit facility was $355 million. This large swing in borrowing is attributed to 2 large acquisitions executed in early October, and the larger amounts of working capital related to our NGL activity, primarily butane inventories. Before I move on and discuss the acquisitions in detail, let me take a moment to further educate on the NGL strategy Bob spoke about and provide some level of guidance as it pertains to the seasonality and working capital expectations of the business. We commenced our butane line of business during the second quarter of this year. During both the second and third quarters, we purchased excess butanes from Gulf Coast refineries which we expect to monetize during the winter months. This operating strategy largely mirrors that of our existing wholesale propane business where we similarly store liquids throughout the warmer months in preparation for winter sales. Knowing that this seasonal trend is prevalent throughout the butane business, we expect to be at or near peak inventories and related working capital peaks on or about September 30 each year. This year, for example, at September 30, our butane- and propane-related working capital borrowings accounted for approximately $60 million of the then-outstanding $77 million under the revolving credit facility. Further, to operate this business, we rely on transportation and storage support from Martin Resource Management. Now, let's discuss the 2 drop-downs in acquisitions that occurred in early October. In the first transaction, the partnership purchased certain specialty lubricant product packaging assets from Cross Oil Refining & Marketing, a wholly-owned subsidiary of MRMC. We paid total consideration of 128 -- $121.8 million, including working capital of approximately $36.8 million at closing. The entire purchase was funded using availability under the partnership's existing credit facility. With this acquisition, MMLP will be one of the largest independent manufacturers and distributors of specialty lubricant products. We believe the purchase of these packaging assets creates another solid growth platform for the partnership. This will provide -- also provide further integration into MMLP's Cross lubricant facility. Located on-site, our refinery is the primary source of feedstock for the packaging operation. These assets were built with expansion in mind as we are continuing to acquire additional market share from both new and existing packaging customers. We expect incremental distributable cash flow from these assets of approximately $2 million to $3 million during the fourth quarter 2012 and we estimate approximately $11 million to $13 million of incremental cash flow from the packaging assets in 2013. In our second transaction, the partnership purchased all the remaining Class A equity interest in Redbird Gas Storage for $150 million, also funded using the partnership's revolving credit facility. Recall that Redbird was formed by the partnership and MRMC in 2011 to invest in Cardinal Gas Storage Partners. Cardinal is a joint venture between Redbird and Energy Capital Partners that is focused on the development, construction, operation and management of natural gas storage facilities across North America. As Bob mentioned, Cardinal currently has 3 gas storage projects in various stages of development, and a fourth project acquired last year which is fully operational. Current working gas capacity totals approximately 19 billion cubic feet, with an additional 35 billion cubic feet expected to come online next summer. Including this new capacity, approximately 76% of our working gas storage capacity is under long-term contracts with an average weighted life of approximately 7 years. Prior to the October drop-down, MMLP had already owned 10.7% of the Class A interest, and 100% of the Class B interests in Redbird. Now, Redbird, a fully -- a wholly-owned subsidiary of MMLP, is owned 38.4% -- is a 38.4% owner of Cardinal on a fully diluted basis. Regarding the Cardinal developmental projects, all 3 storage projects have project finance debt arrangements in place. MMLP anticipates additional total capital above the project financings of $30 million to $40 million during the next 24 months. Specific to the project financings, these arrangements require free cash flow sweeps which amortize the outstanding debt and prohibit distributions. For this reason, Cardinal has not historically made distributions to its members with respect to these developmental projects. Without a refinancing of the project level indebtedness, MMLP can assume no material distributions from these projects in 2013 or 2014. However, based on current market conditions and our operational estimates, Cardinal intends to refinance the project finance debt into a consolidated financing, which will allow for sponsored distributions as early as late 2013 or 2014. And again, assuming that a financing is completed by the end of 2014, MMLP estimates total distributions from Cardinal projects of $20 million to $30 million in 2015. In conjunction with the Redbird transaction, our General Partner has agreed to suspend its right to receive the next $18 million in incentive distributions that it would otherwise be entitled to receive from MMLP, commencing with the fourth quarter 2012 distribution. Further, our General Partner has agreed to relinquish up to an additional $7.5 million in incentive distributions, if certain cash distribution targets from Cardinal are not achieved in 2015 and 2016. Now to capital raises. As the partnership had no capital raises during the third quarter, we reiterate our current liquidity position of approximately $45 million. Lastly, we'd like to inform everyone that the partnership will be filing an 8-K disclosure at the end of the week, recasting our previously filed financial statements with the inclusion of the drop-downs. These statements are necessitated because of the transactions involving common control. In the filing all financial information pertaining to the gathering and processing assets will be included in discontinued operations. Ben, this concludes our prepared remarks this morning. We'd now like to open the mic for questions and answers.

[Operator Instructions] And our first question today comes from the line of James Spicer. James Spicer - Wells Fargo & Company: Just wondering, how much project financing debt is currently down at Cardinal today?

James, this is Joe. There are 3 separate project financings for the 3 developmental projects. There's a $125 million facility at Arcadia, a $125 million facility at Perryville and a $115 million facility at Cadeville. James Spicer - Wells Fargo & Company: Okay. And then you mentioned that the project financing would increase by $30 million to $40 million over the next 12 months or so?

That's the additional capital we'll need to spend above what's the project financial level. So that's, in fact, the equity contributions required to finish the projects. James Spicer - Wells Fargo & Company: Okay. Got it. And I guess just a broader question with regard to the balance sheets. Pro forma for these transactions leverages much higher than it has been in the past. What are your thoughts on the current levels of leverage? Do you feel comfortable where things are? Is there any need in your mind to delever the balance sheet?

I think as we look at it, the leverage has kind of crept outside of what we kind of historically had as our operating boundaries. So on that basis, I think there is some balance sheet improvement that could take place. James Spicer - Wells Fargo & Company: Okay, and how do you envision that happening and over what period of time?

Yes, I think it's likely that we would be in a position to issue equity in the next couple of quarters, certainly.

[Operator Instructions] Our next question comes from the line of Ethan Bellamy of Robert W. Baird. Ethan H. Bellamy - Robert W. Baird & Co. Incorporated, Research Division: What is the end game for Cardinal? When is -- in terms of Energy Capital's position, when does their fund expire? And what do you see strategically happening there?

Wes, go ahead.

This is Wes. Yes, I'll take that. In terms of ECP and their fund expiring, I don't want to get into partner issues. I think you can -- I think the fund was originally started in 2006 or 2007, so you can extrapolate there using sort of a historical private equity model as to potential liquidity events or rationalization or monetization of their position. But again, we haven't been given any indication as to specifically anything imminent from their perspective. And I think, long-term, as we've indicated to them, assuming certain fundamentals in gas storage and making certain assumptions, I think we would like to have that position or own that position. But it's not anything imminent at this point. And -- But ultimately, I think we would like to own that entire position, assuming the accretion is there and the price is right. Ethan H. Bellamy - Robert W. Baird & Co. Incorporated, Research Division: Okay. The fundamentals in gas storage are better than they were earlier this year, but they're not great. How are the fundamentals in your view? To what levels historically do you expect it to get in, say, '13, in terms intrinsic economics in gas storage?

Yes, where we stand today, I think we're a little bit unique from the position or standpoint that we contracted a lot of the capacity back in 2008 and 2009, some of this new capacity that's coming along this next summer. So we've got contracts in place at Cadeville, that's a 10-year contract, sort of a 2011, 2010, '11 type of rates, long-term deal there. We've got -- at Perryville, that's fully -- the 8-plus Bcf that's coming online next summer is fully contracted for 5 years. So we've got a lot of that new capacity online contracted. In terms of fundamentals, I think you're right. I think where we are today is obviously not where we would like to be. But I think long-term, what we see is higher barriers to entry in that business, less capacity growth, and assets that are strategically located, like ours, in high points of liquidity, we think are long-term solid assets that we want to own. And again, sort of the concept there is to have fee-based assets, long-term contracts in nature. And as Joe mentioned, we're weighted average right now at about a 7-year contract rate, given all the new capacity coming online. So we're cognizant and understand the current markets. We're somewhat protected due to some contracts that we entered into back in 2008. I would also add that, longer-term, we do see a more -- more of a return to sort of your historical gas storage rates. And really what we've modeled out is sort of that in 2015 and beyond. So we're weathering effectively, call it 2 to 3 years here of sort of what we would say is just short-term weakness, but we do expect a return to closer to historical norms in 2015 and beyond. Ethan H. Bellamy - Robert W. Baird & Co. Incorporated, Research Division: And am I thinking about this correctly, that in terms of the various businesses that you guys are involved in, and you guys have your fingers in a lot of pies, that this is potentially the biggest growth vertical for you?

I would say, yes, in terms of just absolute distributions and cash flow being received, you know, these are all long lead-time projects. We've been investing in this for a long period of time, both through the parent company and the public company. So I think in terms of absolute numbers, yes, I think that's right. We'll see a significant pickup of distributions. As Joe mentioned, we're in that $20 million to $30 million range. And depending upon some other stuff we're looking at, that could be -- it could be higher. So yes, I'd say it's a significant piece. I'm not sure if it's, overall, given some of these organic growth projects that we're either contemplating right now or that we haven't necessarily announced, I don't know if it's going to be bigger than those, but it's definitely a significant piece.

Yes, let me add to that, too. Wes is right. It definitely is a significant portion of the future, but we do have some other projects and some other both organic growth and potential acquisitions that are of that size or better. And so, we've got a lot of different things going. And you said it right when you talked about the diversity and so forth, because we do have a lot of different sources of income and drivers of our income and cash flow. And so diversity is the best thing. So really, with what we've sold out of our Natural Gas division and with this coming on in our Natural Gas division, we're still an extremely diverse type company. And the other acquisitions and the other types of things that we're looking at organic growth are in areas that are different from this.

Our next question comes from the line of Selman Akyol from Stifel, Nicolaus. Selman Akyol - Stifel, Nicolaus & Co., Inc., Research Division: Couple quick questions, if I may. First of all, can you just remind us, how much do you guys have all tied up in Cardinal right now or in natural gas storage?

Yes, this is Wes. Assuming the $150 million purchase price and then sort of the reduction of IDRs, let's call that net sort of $132 million, not taking into account sort of present value concept, but call it $132 million there. We bought Monroe for roughly $60 million was our piece, and then we also additionally made about $15 million to $18 million -- I think about $18 million of additional capital contribution. So if you add all that up, I think that comes up to roughly $220 million, I think, if my math's right there. Selman Akyol - Stifel, Nicolaus & Co., Inc., Research Division: All right, and that's prior to the additional $30 million to $40 million, that you need to invest over the next 24 months?

That's correct. And one thing I just want to clarify. In terms of our indication of distributions from Cardinal, that's sort of a 2015 expectation number -- expected number. We will continue to, we believe, grow those cash flows over time as we put on low cost sort of expansion at Perryville. So that's not a full development number, the $20 million to $30 million Joe's indicated. So I just want to make sure that when you're looking at investment multiples, there's additional upside there that's not reflected that we ultimately believe will be rationalized. Selman Akyol - Stifel, Nicolaus & Co., Inc., Research Division: Fair enough. And then on that $132 million, you netted the $18 million against that, correct?

Correct.

Right. Selman Akyol - Stifel, Nicolaus & Co., Inc., Research Division: Okay. Then just as I'm sort of thinking about rowing forward here into the fourth quarter, on your fifth and sixth storage tanks that are coming on, the 100,000s, when is that going to happen in the quarter or has it already?

It already happened.

Yes. In November, the sixth one came on in November. Selman Akyol - Stifel, Nicolaus & Co., Inc., Research Division: All right. And then on the fertilizer side, I think you said cash flow of $4 million versus $9.9 million in the prior year. Was that really all due to pricing?

It's the prior period, the second quarter. So -- See, it's a demand function. [indiscernible] They go into a fall fill here in the next 3 months to where they'll start filling up and getting ready for the springtime. But basically, you've -- everything they've taken in the fall and in the spring, then they're through that, and so you're in a lull period as they harvest and those kind of things. And then they'll come back in the fall -- fall period. It's not as good as March, but it is kind of a kicker toward the end of the year.

And I'm showing no further questions in queue.

Okay, great. Well, thanks for calling in and we appreciate your interest in the company. I'll leave it with the fact that we did have a better-than-expected above budget third quarter. We're seeing strength through all of our continuing operations. And we really do believe that the diversity helps. I think that was brought up on the call before and it really seems to be working in our situation here. We've had a successful divestiture of the Prism gathering and processing, and we reallocated those funds. So with the 2 extra drop-downs, that will help our distributions increases and it provides a lot of long-term growth. We believe the packaging business has a lot of potential long-term upside and a lot of long-term growth with some consolidation in that business. And more importantly, I think after almost 4 years of distraction for management, we've settled our litigation problems, and so we are pushing forward. That distraction is gone, and we're all very, very excited about it and really looking forward to going forward. We appreciate all, everyone, and we appreciate all your trust in MMLP. Thank you for dialing in.

Ladies and gentlemen, thank you for your participation in today's conference. This does conclude the program, and you may all disconnect. Have a great rest of the day.