Martin Midstream Partners L.P.
Q3 2012 Earnings Call Transcript

Published: 6 Nov 2012

[Operator:]

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.

[Robert D. Bondurant:]

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

[Joe McCreery:]

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:]

[Operator Instructions] And our first question today comes from the line of James Spicer.

[James Spicer:]

Just wondering, how much project financing debt is currently down at Cardinal today?

[Joe McCreery:]

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:]

Okay. And then you mentioned that the project financing would increase by $30 million to $40 million over the next 12 months or so?

[Joe McCreery:]

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:]

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?

[Joe McCreery:]

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:]

Okay, and how do you envision that happening and over what period of time?

[Joe McCreery:]

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

[Operator:]

[Operator Instructions] Our next question comes from the line of Ethan Bellamy of Robert W. Baird.

[Ethan H. Bellamy:]

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?

[Robert D. Bondurant:]

Wes, go ahead.

[Wes Martin:]

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:]

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?

[Wes Martin:]

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:]

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?

[Wes Martin:]

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.

[Robert D. Bondurant:]

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.

[Operator:]

Our next question comes from the line of Selman Akyol from Stifel, Nicolaus.

[Selman Akyol:]

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?

[Wes Martin:]

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:]

All right, and that's prior to the additional $30 million to $40 million, that you need to invest over the next 24 months?

[Wes Martin:]

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:]

Fair enough. And then on that $132 million, you netted the $18 million against that, correct?

[Wes Martin:]

Correct.

[Joe McCreery:]

Right.

[Selman Akyol:]

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?

[Joe McCreery:]

It already happened.

[Wes Martin:]

Yes. In November, the sixth one came on in November.

[Selman Akyol:]

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?

[Robert D. Bondurant:]

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.

[Operator:]

And I'm showing no further questions in queue.

[Robert D. Bondurant:]

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.

[Operator:]

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.