Good day, ladies and gentlemen and welcome to the Third Quarter 2016 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded. I would like now to turn the conference over to your Chief Financial Officer, Bob Bondurant. You may start.

Okay, thank you, Grace and to let everyone know who is on the call today, we have Ruben Martin, our CEO; Joe McCreery, our Vice President of Finance and Head of Investor Relations; and Wes Martin, our VP of Corporate 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 maybe forward-looking statements relating to financial forecast, 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 the SEC Regulation G, such as distributable cash flow or DCF and earnings before interest, tax, depreciation and amortization or EBITDA and we also use adjusted EBITDA. 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. We also included in our press release issued yesterday, a reconciliation of EBITDA, adjusted EBITDA and distributable cash flow to the most comparable GAAP financial measure. Also included is our nine-month adjusted EBITDA comparison to guidance. Our earnings press release is available at our website martinmidstream.com. Now, before I speak on our third quarter performance, I am going to turn the discussion over to Joe who will speak on our recently announced Corpus Christi terminalling asset sale and the corresponding rightsizing of our quarterly distribution.

Thanks, Bob and good morning everyone. As we announced last week, we have executed definitive agreement with NuStar Logistics LP to sell our terminalling assets located within the Port of Corpus Christi, Texas for $107 million plus the reimbursement of certain capital expenditures and prepaid items. We are selling the assets we commonly called Corpus Christi Crude Terminal, or CCCT and the assets we call the Corpus Christi Barge Terminal, or CCBT. In total, the assets comprised over 1.15 million barrels of storage, including the 900,000 barrel crude oil storage at CCCT and its related dockage and transloading assets. Upon closing, the partnership expects to receive net proceeds of $93 million after transaction fees and expenses. Reconciling to the full purchase price, we note that in conjunction with the Texas Department of Transportation’s mandated dock relocation and subsequent construction of new dock assets, MMLP has already received $13.4 million in cash payments. Our transaction is subject to customary closing conditions including antitrust approval, but we expect the sale to close by the end of 2016. As we announced, we view this asset sale as a necessary first step of a longer term plan to ultimately returning MMLP to a growth trajectory. With our primary refinery-centric business profile, we believe this divestiture reduces our exposure to the wellhead and upstream activities. Additionally, as we have stated for multiple quarters, the partnership is committed to debt and leverage reduction and strengthening our balance sheet. Together with the approximate 39% reduction in our quarterly distribution announced last week, we believe the divestiture provides an important catalyst to reducing our cost of capital. With the stronger balance sheet and a more robust distribution coverage ratio, we are better positioned for future growth. I will turn the call back to Bob.

Thanks, Joe. Now, I would like to discuss our third quarter performance compared to the second quarter and also our 9-month performance compared to the 9-month guidance. For our seasonally weakest quarter, the third quarter, we had adjusted EBITDA of $33.3 million compared to $41.6 million in the second quarter. Our distributable cash flow for the third quarter was $19.9 million. Based on our new annual distribution rate of $2, which includes no IDR payments at that distribution level, our new quarterly distribution payment will be $18.1 million providing a distribution coverage of 1.1 times for our third quarter performance. As expected, our maintenance capital expenditures and turnaround costs dropped to $2 million for the third quarter and now total $14.4 million for the first 9 months. Our 9-month actual adjusted EBITDA was $135.3 million, excluding unallocated cash SG&A cost of $11.1 million compared to guidance of $146.5 million, a miss from guidance of $11.2 million or 7.7%. The two main contributors to this shortfall on forecasted EBITDA continues to be our inland marine transportation business and the distributions that we received from our investment in West Texas LPG. The combined shortfall of these two businesses compared to the first 9 months guidance was $10.4 million. Later, I will discuss these two issues in greater detail. Now, I would like to discuss our third quarter operating performance. In our terminalling segment, our third quarter adjusted EBITDA was $17.1 million compared to $18.5 million in the second quarter. We experienced a 4% decline in packaged lubricant volumes sold as our packaging business adjusted EBITDA declined $0.5 million between periods. Our specialty terminals adjusted EBITDA declined by $0.4 million between periods due to increased repairs and maintenance expense across multiple terminals. And finally, our adjusted EBITDA at our Corpus Christi crude terminal…

Thanks again, Bob. I will start with our normal walk through of the debt components of our balance sheet and bank ratios, both on an actual and a pro forma basis for our announced Corpus asset divestiture. I would then give a brief update on our Hondo Asphalt Terminal project and capital spending year-to-date. On September 30, 2016 the partnership’s balance sheet reflected total long-term funded debt of approximately $914 million. Our balance sheet funded debt is shown before unamortized debt issuance and unamortized issuance premiums, as actual funded debt outstanding was $923 million. Reconciling to this amount, at quarter end, our revolving credit facility balance was $549 million and the notional amount of our senior unsecured notes was $374 million. Thus, the partnership’s total available liquidity under our revolving credit facility on September 30 was $115 million based on our $664 million revolving credit facility. For the quarter ended September 30, 2016, our bank compliant leverage ratios, defined as senior secured indebtedness to adjusted EBITDA and total indebtedness to adjusted EBITDA were 3.09x and 5.20x respectively. On an absolute basis, our total leverage increased by approximately 44 basis points from the June 30 level. Our leverage increase is typical given the seasonal working capital swings we experience. Normally, during the year, our leverage peaks at the end of the third quarter, in large part to our butane business being at full or near storage capacity. High inventory levels, in fact our largest inventory levels ever at approximately 2.2 million barrels of butane storage coupled with our typically weak third quarter cash flow from both butane and fertilizer are what drove the seasonal leverage peak we encountered. Looking ahead to the fourth quarter, the realization of inventory depletion in our butane business should significantly improve our leverage ratio by both…

Thank you. [Operator Instructions] And our first question comes from Charles Marshall from Capital One. Your line is now open.

Hey, good morning everyone.

Hey, Chuck. How are you?

Good, good. Thanks. So going back to Sulfur, which I guess the margins came in better than we expected. But in terms of the implied margins if you look at it sort of on a per ton basis and maybe some of the 3Q weakness that we saw, some of that obviously is seasonal, which we see every third quarter. But is some of that weakness related to the planned downtime as well or is there anything else sort of in that number for the quarter more of in a – I guess in a big picture macro level that which we are thinking about it or is it just really this more of a one-time anomaly given that the planned downtime in 3Q for some of that margin weakness that we saw?

It is basically because of the downtime. This is the first time we have ever had ammonium sulfate plant down for the entire quarter. So, as I kind of mentioned in my – as I did mentioned in my comments that we continue to have a fixed cost system it employs etcetera that as you are running the plant, it normally get capitalized in the inventory that didn’t happen. Now what happens is, as time goes on, you catch up your inventory production and you capitalize those fixed manufacturing cost in the inventory and you catch up as you ramp up production. So, to answer your question on a broad basis, the entire reduction in margin was driven by that fact.

Got it. And can you just remind me again, sorry if I missed this, but is that plant back online today?

Yes, correct.

Got it. Thank you. With regard to the West Texas LPG pipeline, can you guys give us the volumes for 3Q on that one?

I have those numbers here. In Q3, there were 195,000 barrels a day, previous quarter was 202,000.

Got it.

And then I will add to that currently they are running just under about 200,000 barrels a day.

Currently, okay. And then…

And that’s kind of been consistent really for the whole year, it’s kind of been that.

Got it. And then just in terms of timing as it relates to the Texas Railroad Commission, how long do you think this process is going to take? I mean, I am assuming now this is more of a 2017 event. I mean, how long do you think this will drag on until we sort of get resolution from the Railroad Commission?

Just so you know, I asked our General Counsel, Chris Booth, because I anticipated a question and since it is in a dispute situation I want him to address the question. So, I am going to turn it over to Chris.

Alright. Earlier this week, the Railroad Commission decided to spin the matter back to the hearings examiner to have him hear it rather than having en banc hearing. And so as a result, we have been advised that we should expect the hearings to be concluded – his work to be concluded in the first quarter of next year with him and he will provide his findings to the full commission for either adoption or a review and we have been advised that we should early next year – should have some sort of resolution to that matter.

And it’s my understanding that the findings when presented to the full commission, they could accept or reject the ultimate findings from the examiner, correct?

That is correct. Yes, that is correct.

Okay. And if things don’t go in favor, I am assuming that there would be further concession with regard to – I am assuming the process wouldn’t end at that point, you guys would further take this process along?

Yes, I would say we feel confident about our position and we intend to continue pushing it all as far as we need.

Got it. And just one last one from me, with respect to our incremental growth and recognizing you guys have talked about the asphalt terminal being a dropdown candidate. But in the context of sort of looking at your balance sheet on a go forward basis and thinking about maybe organic growth, what are you guys sort of evaluating at this time above and beyond the asphalt terminal or is it really main focus right now on that and just strengthening the balance sheet?

Chuck, this is Joe. I think sequentially we start with that one. But I think that one has lots of fingers and toes if you will, with respect to potential add-ons and there is more there from environment fees involvement with asphalt. So, I think that’s a good entrée and a good starter for us. As we think about the balance sheet and leverage, I think we have come up with a plan perhaps where we can actually drop that in. It’s both accretive and delivering. So, we will have to execute on that. And as I mentioned, I think that timetable has accelerated into early 2017. But I like that as a starting point, because I think it gives us a lot of places to go with the asphalt molecule and I think we are committed to that.

Got it. That’s it from me, guys. Thank you.

Thank you.

And our next question comes from Matt Schmid from Stephens. Your line is now open.

Hey, good morning guys.

Hey, Matt. How are you?

Good, thanks. Kind of piggybacking on Chuck’s question for CapEx for next year obviously, you will potentially have the South Texas asphalt plant coming in. Beyond that, how should we think about the rate of just organic growth spending, just kind of similar to this year or what should we assume for that?

Hey, Matt. This is Wes. I will take that. I think as we look just so everybody on the call knows, right now, we are going through the 2017 budgeting process, which will evolve really over the next couple of months. So, we will have a little bit more clarity as it relates to specifics towards the end of this year first part of next year. But I would just generally say, I think we are talking about a $20 million CapEx spent plus or minus this year. I would say, excluding any dropdown from the Hondo terminal that seems to be a fair run-rate as we sit here today maybe something less than that. We do have potentially some opportunities at Cardinal to spend small amounts of capital to improve our position with some potential new customers at some of those gas storage facilities. I know that that’s on the table as well. So, there are little small CapEx items. I think the biggest one again is what Joe mentioned and what we are focused on now is the development of the asphalt terminal. But as we sit here today, I would say that 2016 level looks appropriate for 2017 as well.

Okay, thank you. That’s helpful. And on maintenance CapEx, what typically was associated with the Corpus Christi?

It ramped up here. Most recently, we had some issues with some of the tanks. Historically, it was minimal given that it was such a new facility. I would say in the last gosh, 6 months to a year I think on a maintenance CapEx basis, we probably spent plus or minus $1million. There was also some additional expenses that we were incurring that were hitting our P&L that could be repair related. So, I would say on a combined basis that was probably about $1 million to $1.5 million in the last 12 months.

Okay. Well, thanks for the color. That’s all I had.

Our next question comes from Robert Balsamo from FBR. Your line is now open.

Hey, good morning everyone.

Good morning, Robert.

Good, good. Just a clarification on the planned downtime in the sulfur business, just could you elaborate on it. It sounds like that was unplanned, because it was driving it below guidance. Could you talk a little bit about the timing of that? Was it just that it took longer than expected or was it completely unplanned?

No, it was planned. We had planned to be down 2 months and then we had some issues, I think in our sulfuric acid plant and the sulfuric acid feeds the ammonium sulfate. So, since that’s the beginning of the process that took a little longer. So, it was planned, but it wasn’t planned to be that long.

Got it. Got it. And then just real quick in the butane business, so it sounds like this issue was – the last two quarters was capturing in a spot volumes and my understanding it’s partly driven off of producer volumes. That’s something you were able to capture in previous years, but now you are going to catch up in the fourth quarter. Could you talk a little bit about that dynamic moving forward? So, if I take a $4.9 million or $5 million out of a run-rate EBITDA for that kind of sub-segment or is it something if you can capture moving forward or do we need like volumes to improve to capture those spot volumes?

No, this is Ruben. Historically, every year the timing of the refinery excess can either hit second quarter or third – I mean third quarter or fourth quarter, sometimes it’s still coming in, but then it starts back in, in the third quarter – I am sorry, first, second. And as crude changes in the refineries, all of them are different each year as they run different slates of crude and so if you may see them excessing more one year and less the next and where the difference is made up is if they excess less, then they have still got to have a certain amount coming back in when the gasoline vapor pressure rises. So, they end up – we end up having to go out purchase butanes to make up the difference and resell them. And so the volumes are pretty consistent when you look at them on an annual basis, but they can move from quarters to quarters due to different requirements, crude slates and vapor pressure requirements. So, it’s usually consistent year around, but it does change quarter-to-quarter and that’s what happened this year and we have seen it before.

And I would like to add that the mix butane spot volume that we did not get in the second and third quarter, which was additive in the previous years and we didn’t have this year, that we missed and now it’s gone. But we are positioned with how much volume we have in inventory and our cost base is in that inventory, so basically offset what we missed in the forecast. That’s why we think by the end of the year, we will get back to original guidance.

Yes. So that’s the dynamic that you could capture in future years?

I think it’s a jump ball and I think that’s kind of where we get the miss on guidance, from the standpoint of – we did include it this year because we had it the last 2 years, but we didn’t get the volume. It was in the guidance numbers we produced at the beginning of the year.

Alright, great. Thanks guys. That’s it for me.

Yes. Thank you.

And our next question comes from Mike Gyure from Janney. Your line is now open.

Yes. Could you guys go over, maybe in a little more detail or I think I didn’t quite understand that the $40 million of working capital reduction you were talking about in the fourth quarter, is that specifically from the third quarter to the fourth quarter or is that year-over-year fourth quarter versus fourth quarter, can you go through that maybe a little more?

Yes. If you can – we cycle up, so kind of to Ruben’s point how we – we buy butane inventory beginning in the second and third quarter and we build inventory over time. So the max peak of our working capital build coincidently has to be September 30 as we have built this inventory. And then as we begin to sell that inventory back to refineries, obviously inventory volumes come down, we convert that to cash and pay down debt. So if you could think of a graph of a cycle, our peak is September 30. It ratably drops down to the – into the first quarter and then it starts to build again and builds back up from March 31 back to September 30.

Great. Thank you.

And our next question comes from James Spitzer from Wells Fargo. Your line is now open.

Hi, good morning. I don’t know if you guys have talked about this previously, I think you have, I just probably don’t remember, but can you remind me what the cash flow – anticipated cash flow is from the Hondo asset and/or the size of that dropdown. And then also, if you would anticipate funding that dropdown solely with revolver or whether there would be an equity component there as well?

Hi James, this is Wes. I will take the first question there. I think in terms of size of – on a net basis of distributable cash flow, it’s about a $4 million to $6 million addition to the partnership. In terms of value there, don’t want to get into values yet. That will obviously go through the conflicts committee at MMLP, but reasonable multiples, I think you can assume on that sort of stream of cash flow.

And James, this is Joe. I will take the balance sheet or the funding components of your question. As I mentioned in my remarks, I think there is a solution here where we can make it both accretive and de-levering, which is to say, it is biased to the equity side of the ledger. So given our leverage profile and our continuing commitment to de-lever, we will have to over-equitize these transactions. But I think we will figure out a way to do that.

Okay, that’s very helpful. And then secondly, can you remind me what EBITDA is from the Corpus Christi terminalling assets that are being sold, I think you had $12.6 million as your full year guidance, just wondering if that’s still a good number and whether that would be a similar number for 2017?

Yes. That was the guidance number, $12.6 million and we were tracking right through that level. We feel good about that number. I think the 2017 element of your question is interesting, because as you may know, the contract with the largest customer of that terminalling asset, that contract rolls off at the end of November 2017. So effectively we have 11/12th of the guidance would be the same for next year. So I think our number would have been close to $12 million plus or minus, maybe high 11s for 2017.

Okay, that’s great. Thanks a lot.

And our next question comes from Gabriel Moreen from Bank of America. Your line is now open.

Hi, good morning. Most of my questions were asked and answered. Just had a question, two-fold question on sort of the West Texas LPG outlook, just to be clear, if its decision comes around your favor, you could catch-up payments in terms of what you are missing from that, just wanted to be clear on that. And the second is, I guess relative to a couple quarters ago, I would argue the case for expanding that pipeline is probably a lot stronger than it was, can you just talk about whether there has been any discussions around that and I guess how the tariff dispute may or may not play into that?

Hi. Well, this is Chris. I will take the first part of that. With regard to the catch-up payments, that’s certainly our position that we have been advocating at the Railroad Commission. There has been no ruling on that yet and so that is going to be an issue that is going to be – yet to be resolved. Our position is we are entitled to it and we do intend to continue pursuing that catch-up payment. With regard to the second part of that, expansion opportunities, I am going to turn over to Wes and let him answer that question.

Yes. Gabe, I think if you look at where we currently are on volumes, we are about 200,000 barrels a day. The capacity of the pipeline is – depending upon where you look at on the system, its 240,000 barrels to 260,000 barrels a day. So there is still a pretty significant amount of running room there to go on adding incremental volumes. I do agree with your – what’s going on within the Permian and some of the additional developments that have been announced out there. But again, I think we still have some spare capacity on that line to take up significant amount of additional barrels. I can tell you that as it sits today we are not talking about expanding anything at this time, but we are also looking at adding some new customers across the system so – and Ruben I don’t know did you…

Yes. We have had some inquiries. And I think there are some ongoing talks because there is a lot of activity going on.

Got it. Thanks guys.

I am showing no further questions at this moment.

Well, this is Ruben. Last week, of course we announced step one, we felt like we are off to a good start reducing our cost of capital and returning to growth. And so with that said, we know there is lot more work to be done. Subsequent steps are forthcoming and include our continued commitment to de-lever in the partnership and providing strong distribution coverage in 2017. We appreciate your continued interest and support of our company, MMLP. Thank you.

Ladies and gentlemen, thank you for participating in today’s conference. This concludes today’s program. You may all disconnect. Everyone, have a great day.