EXHIIBT 99.1
MARTIN MIDSTREAM PARTNERS
Analyst Call
September 7, 2005
4:00 p.m. EST
PRESENTATION:
Operator:
Greetings, ladies and gentlemen, and welcome to the Martin Midstream Partners analyst conference
call. At this time all participants are in a listen-only mode. A brief question and answer
session will follow the formal presentation. If anyone should require operator assistance during
the conference, please press star 0 on your telephone keypad. As a reminder, this conference is
being recorded.
I would now like to turn the conference over to your host, Mr. Bob Bondurant, Chief Financial
Officer of Martin Midstream Partners. Thank you. You may begin.
Bob Bondurant Martin Midstream CFO:
Thank you, Claudia.
Good afternoon and thank you for joining us on this call. Before we begin, I will read the
following regarding forward-looking statements:
Statements about Martin Midstream Partners outlook and all other statements in this release, other
than historical facts, are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.
These forward-looking statements and all references to financial estimates rely on a number of
assumptions concerning future events and are subject to a number of uncertainties and other
factors, many of which are outside its control, which could cause actual results to differ
materially from such statements.
While MMLP believes that the assumptions concerning future events are reasonable, it cautions that
there are inherent difficulties in anticipating or predicting certain important factors.
A discussion of these factors, including risks and uncertainties, is set forth in the companys
annual and quarterly reports filed from time to time with the Securities and Exchange Commission.
Martin Midstream Partners disclaims any intention or obligation to revise any forward-looking
statements, including financial estimates, whether as a result of new information, future events or
otherwise.
We will also refer to certain non-GAAP financial measures during this call. Those measures are
explained in greater detail in our recent press release regarding this transaction, which is posted
on our website at www.martinmidstream.com.
With that out of the way, Ill now turn the call over to Ruben Martin, our President and Chief
Executive Officer.
Ruben Martin Martin Midstream, CEO:
Thank you, Bob. Welcome to the Martin Midstream conference call to discuss our recent announcement
of our pending acquisition of the equity interest in Prism Gas Systems.
We appreciate your interest, and with me today, besides Bob, is Scott Martin, a director of Martin
Midstream, Bob Dunn, president of Prism Gas Systems, and we have several other Martin employees
that have worked on this project that will be available at the end of my talk to answer questions
and answers about the acquisition.
Let me begin by welcoming Bob and his team to Martin Midstream. They have accomplished much in a
short period of time and have worked hard to make this transaction a reality. We look forward to
working with this dedicated group of professionals going forward after we close the transaction,
which is expected in late October, subject to satisfaction of customary closing conditions and
regulatory approvals.
This transaction represents a milestone in the growth of Martin Midstream, and were very excited
to have the opportunity to participate in the explosive growth opportunities of the East Texas and
North Louisiana, that the suite of assets and management team will make available to us. This is
by far the largest acquisition to date for Martin Midstream, and one which we believe will propel
us to the next level in value for our unit holders.
Our LPG segment, which distributes propane, butanes and natural gasoline and transports these
products to the recently acquired east pipeline will blend seamlessly into this acquisition and
add additional value to this group of assets.
Prism is engaged in the business of providing midstream natural gas services, including gathering
processing and treating of natural gas and treating, fractionization and stabilization of natural
gas liquids. Prism has built two operating areas: The key one being in our own back yard right
here in East Texas.
This cornerstone asset in this area is a 50% ownership and operating interest in the Wascom
processing plant in Harrison County East Texas. The Wascom processing plant currently has 150
million cubic feet a day of name plate processing capacity with full fractionization facilities
that have just been expanded to 9,500 barrels per day capacity and a stabilizer capacity of 1,200
barrels per day.
As of June 30, 2005, inlet through-put and NGL fractionation averaged approximately 153 cubic feet
per day and 7,100 barrels per day of NGLs, respectively.
This asset is in a strategic location of East Texas characterized by strong drilling activity and
production characteristics of the long-life Cotton Valley formation as well as Travis Peek and
Bosher and Petit trench. Producers who currently utilize this facility include British Petroleum,
Samson Investment Company, Devon
Energy Company and XTO Energy Incorporated. Based on volume, the contract for this facility are
predominantly 72% percent of liquids in which Prism retains a portion of the NGLs recovered as a
processing fee.
The facility also has 25% of percent of proceeds contracts in which it retains a percentage of both
the residue gas and natural gas liquids as payment for its services. This contract mix has been
restructured by Prism management on a negotiated basis to eliminate substantially all key pole
exposure.
Because of the drilling activity in the area, this facility will undergo a significant expansion
over the next 18 months.
The McLeod system located in East Texas and Northwest Louisiana is one of the gathering systems
feeding the Wascom plant. This gathering system provides an outlet for processing and blending the
high nitrogen and high liquids content gathered, gas gathered by the system.
As of June 30, 2005, the McLeod system gathered an average of approximately six million cubic feet
a day of natural gas. In addition, Prism has constructed two small gathering systems in East Texas
for producers in East Texas and will soon begin construction of a new gathering system to serve a
producer in Harrison County.
So in addition to the East Texas assets, Prism has built an operating area on the Texas Gulf Coast
for both onshore and offshore gathering. The systems on the Gulf Coast are the Fishhook Pipeline
located in Jefferson County, Texas and offshore federal waters, consists of 56 miles of natural gas
gathering pipeline with total gathering capacity of approximately 250 million cubic feet a day.
This system gathers gas in both the offshore and onshore areas. As of June 30, 2005, the Fishhook
system gathered an average of approximately 38 million cubic feet of natural gas. Prism owns a 50%
nonoperating interest in the Fishhook system.
The Madagorda system located in Madagorda County, Texas, an offshore Texas state waters, consists
of 110 miles of natural gas gathering pipeline with total gathering capacity of approximately 200
million cubic feet a day. This system gathers gas in both the offshore and on shore areas. As of
June 30, 2005, the Madagorda system gathered an average of approximately 16 million cubic feet of
natural gas. Prism owns a 50% nonoperating interest in the Madagorda system.
Based on current market conditions, Martin Midstream Partners estimates that Prisms EBITDA will
range from 10 million to 12 million in 2006. This translates into a purchase price multiple of
approximately 8.3 to 10 times in the first year and puts us in a position as an active player in
this strategic location.
In addition, MMLP has identified several growth opportunities particularly at the Wascom processing
plant. With regard to the commodity risk, since were taking a great deal of cash flow through
ownership of the residual gas and liquids were exposed to commodity risk, were focused on
protecting commodity exposure through a hedging program and will consider fixed price swaps and
costless collars and other derivative projects which Bob will discuss in a few minutes here.
At this point Ill turn the call over to Bob to discuss the financial aspects of the transaction.
Bob Bondurant Martin Midstream CFO:
Thank you, Ruben. As disclosed in yesterdays press release, we have received a fully underwritten
debt financing commitment to facilitate the closing of this acquisition. The purchase price will
be paid through a combination of the following: Approximately 75 million in borrowings under the
new facility, approximately 15 million of new equity capital to be provided by Martin Resource
Management Corporation in exchange for newly issued partnership common units.
And finally, approximately ten million of newly issued common units to certain of the selling
parties.
The commitment for our new credit facility is from Royal Bank of Canada and consists of 95 million
working capital line and up to $130 million term loan with an optional 100 million accordion
feature.
This new facility will fund concurrently with the closing of the acquisition subject to
satisfaction of customary closing conditions.
Subsequent to closing, we plan to refinance this new facility with new equity capital. Based on
current market conditions, we do not expect any problems placing this equity.
Based on current market conditions, we estimate Prisms EBITDA will range from 10 to 12 million in
calendar 2006, with the mid point of this range based on $8.50 per Mbtu for natural gas and $55 a
barrel for crude oil.
In addition, the organic growth opportunities that Ruben discussed earlier will require capital
expenditures of ten million to 15 million during calendar 2006 and add incremental EBITDA at
attractive multiples towards the second half of 06 and into 2007.
As Ruben mentioned in his comments, the Prism contracts were primarily percent of liquid and
percent of proceed contracts. Prisms exposure to commodity price risk on these contracts on a
company wide basis is significant and therefore we are committed to contain this exposure through
the use of hedging arrangements.
Prior to closing, and with the approval of Prism, we plan to reduce this exposure for 2006 through
the use of hedging arrangements with credit-worthy counterparts. Upon closing which we anticipate
to be late 2005, the partnership plans to have a hedging policy in place with several counter
parties to costless collars and puts for 2006 volume as well as consideration for 2007 and
beyond.
And now Ill turn the call back over to Ruben for closing comments before the Q&A.
Ruben Martin Martin Midstream, CEO:
All right. Thank you, Bob.
As you can all see, this is a major step for Martin Midstream. It allows us to continue in part
with an existing segment, our LPG segment, where this will be put into. But with some additional
diversification and optimization opportunities.
The production area is prolific and increased drilling activity which translates to near term
expansion opportunities. The management and operations team will assimilate into our organization
and pursue additional acquisitions and organic growth opportunities. In short, this is exactly
where we want to be and were very excited about the impact this acquisition will have on our
organization.
We thank you for your interest. Were going to turn it over for questions. Feel free to ask about
anything you would like concerning this acquisition or anything else youd like to know about the
company. Were at your disposal. Thank you.
Operator:
(Operator instructions).
One moment, please, while we poll for questions.
Our first question comes from Mr. John Freeman with Raymond James. Please proceed with your
question.
<Q>: First question I had was on Wascom, obviously you said youve identified several kind
of growth initiatives. And Im assuming that the growth CAPEX that you all outlined in the release
of 10 to 15 million, the bulk of that is going to that processing plant. Im wondering if you can
elaborate on what exactly youre going to be doing over the next 18 months on that facility.
<A>: Well, I think that really theres several theres probably several things that will
be happening. Number one is we have some tremendous demand in the area for additional capacity to
run gas through the plant and in the area. So we are trying to streamline the operation, not only
in the gas processing, but in the fractionization and in some of the downstream things that we need
to do that will allow us to fractionate more barrels there and process more barrels.
<A>: I could give you some specifics. Were looking at Wascom plant expansion to increase
in the range of 50 to 60 million a day. We estimate the cost of that particular project to be
somewhere between five and $6 million. Were also looking at a fractionization expansion taking it
from 9500 barrels a day to 12,500 barrels a day. The rough estimate on that is roughly three to $4
million. And were also looking at a potential natural gasoline pipeline to a major customer, and
that would fill out the expansion plan that we see right now. Were talking to other potential
growth opportunities that are outside this 10 to $15 million range, but theyre not quite far
enough along to disclose at this time.
<Q>: Okay. Thats very helpful.
Looking at the Gulf Coast assets, if I heard the numbers right, on the Fishhook and Madagorda,
looks like both of them have substantial excess capacity that could be used on those lines. What
are the underlying
assets look like? Is there opportunities for kind of growth on those gathering systems, or is that
run rate kind of what we should expect?
<A>: I think we expect it to increase. I think one of the things one of the problems
obviously thats been on the Gulf Coast that weve seen not only some of our other businesses tied
to it has been the lack of offshore drilling capacity. And I think as they drop down to some of
the areas that were in, that we should see an increase in drilling activity there. It just may be
a little bit down the road, some of the more prolific zones are drilled first.
<Q>: Okay. Last question I had, then Ill turn it over to somebody else. On the hedging,
if the guidance yall gave is kind of a 10 to $12 million range and you said the mid point of that
was based on $8 natural gas, 55 oil, and obviously were well north of that now, are you all
planning on hedging basically all of your commodity price exposure, or do you want to leave some of
it unexposed to try and maybe realize some up side?
<A>: Well, were going to hedge what we can reasonably hedge at prices. Were not sure
exactly what the percentage would be. I would say it would be north of 50%. On the entire plant,
when you look at the complete smorgasbord of all the different products coming out of there, and of
course we used our numbers where Bob
<A>: You said $8 MCF. Its 8.50.
<A>: So really when you take some of the hedging costs and some of the things that are
happening now, you may, you know youre going to its going to cost you something to put the
hedges in place, even if it was just a direct swap, you cant do all of the products at the plant
are not, you know, you cant put them in place for all of them. So you do have some of it thats
unhedged. But its going to be less than 50%.
<A>: Thats unhedged.
<A>: Thats unhedged.
<Q>: Theres a certain component of the products youll never be able to hedge.
<A>: Not with the good relationship [indiscernible] is a perfect example of a product thats
difficult to hedge.
<A>: There are swaps out there available for it. Its just that theres an extreme
backwardization of the pricing which makes it not economically feasible to look at those very hard.
<Q>: I appreciate you guys. Thats all I had.
Operator:
Our next question comes from Mr. Kevin Gallagher with RBC Capital. Please state your question.
<Q>: Good afternoon. Whats the trailing 12 month EBITDA for these assets?
<A>: The trailing 12 months is roughly about $7 million EBITDA.
<Q>: Okay. And how much of your projected EBITDA comes from the Wascom processing plant?
<A>: Its going to be going on a forward basis roughly about $7 million.
<Q>: $7 million, okay. Could you talk about how much of your gross CAPEX is already baked
into your EBITDA guidance? Out of that 10 to 15, any of that driving your 10 to 12 million EBITDA?
<A>: Its very little.
<A>: 5 million.
<A>: Yeah, probably less than 5 million.
<A>: Of your investment.
<A>: Of the gross CAPEX.
<A>: Yes.
<Q>: Okay. And can you talk about you know the asset sensitivity to natural gas and NGO
prices, how much does your cash flow change for a given change in the commodity prices?
<A>: Yeah, roughly a $0.50 change in natural gas pricing impacts us about $400,000. A $5
change in crude oil pricing is roughly the same number, $400,000.
<Q>: Okay. And I know you talked about the offshore production. Can you talk about what
kind of production profile we should expect for the East Texas gathering system?
<A>: Production profile?
<Q>: Yeah, production declines or increases?
<A>: Most of the drilling Ive been around this field all my life. Watched all my
buddies grow up in Cotton Valley and a lot of these fields in that part of the world. Most of it
theres a lot of in-field drilling going on, you know, that theyre filling it out. Right now we
see our production profiles, youd call it, going straight up. I mean, Bob, want to comment here?
<A>: The gathering systems we have are fairly new so that youre getting new wells on them.
And we see growth in the gathering systems that we have.
<Q>: Okay. All right. Thanks.
<A>: I mean I think a lot of these are like most everywhere. Really the biggest problem a
lot of the guys around here have is getting drilling rig to drill the well. Of course, you know,
Cotton Valley levels off, comes in pretty strong, levels off pretty level for an extended period of
time.
<A>: Very long life.
<A>: Very long life type of wells. And getting the gas out of the area, theres some new
pipe thats getting, thats going to be laid over in this area to get it out to get into better
markets. So I think as the drilling rig availability becomes a little easier, if at all, but
thats going to continue on, and then as the pipes laid to get the gas out youre going to
continue to see the drilling.
<Q>: Okay. Turning over to the financing, what kind of interest rate are you looking at for
your debt financing?
<A>: Well, on the term piece, its LIBOR plus 3.00 to 3.25, until we can place the equity
offering, then it would drop to 2.75 over. We would look at potential swapping some of that
interest rate risk exposure to the extent we dont know how much, what percentage wed do, but wed
probably do up to potentially 50% or so. On the revolving piece, its LIBOR plus 2.50.
<Q>: LIBOR plus 2.50?
<A>: Correct.
<Q>: Okay. And whats the incremental G&A expense for these assets, like I guess the
nonequity earnings part?
<A>: The G&A thats existing is about $2 million. And so thats coming in. But thats
baked into the Prism numbers now. That number is already in to get to the 10 to 12 million.
<Q>: Okay. And all right. Last question, can you go over how youll be reporting the
financials and operating data for these new businesses?
<A>: As we discussed, were going to blend this in with the LPG segment so there wont be a
new segment. And well, in our going forward information, be reporting volumes that were
gathering and processing.
<Q>: Okay. All right. Thank you.
<A>: Uh-huh.
Operator:
Our next question comes from Ron Lond with AG Edwards. Please proceed with your question.
<Q>: I wanted to get back to the financing part of the deal. If I recall, you said 15
million worth of units would be purchased by Martin LP, is it?
<A>: Martin Resource Management, who in effect owns 4.2 million of subordinated units at
this time, but Martin Resource Management will make a $15 million equity investment to the
partnership, take back common units.
<Q>: Another 15 million in common units to the sellers, right?
<A>: No, that was 10 million.
<Q>: 10 million. Okay. All right. So thats 25 million. That leaves another 75. And you
wanted to do this fifty/fifty?
<A>: Well, at the end of the day, just to give you a flavor, after that, that will be at
closing. Hopefully within a short time frame well be going into the equity markets. Were
looking at somewhere between probably 75 and 90 million of additional equity as well. Because we
have made previous acquisitions, for example, see a Martin acquisition in July that added 30
million in debt. So some other things, the [indiscernible] project coming on line that we
discussed before. When you factor it out its the additional equity well raise.
<Q>: Youll clean up some other deals?
<A>: Thats correct.
<Q>: Thats my next question.
<A>: Were not only cleaning those up but looking out forward to help us as these projects
are paid for.
<Q>: So after all is said and done, youd expect what kind of debt to equity?
<A>: Well be in the low 40%, kind of position when its all said and done. Prior to any
additional projects that we havent really talked about yet.
<Q>: Okay. You know, I guess maybe not to kick a dead horse, but you know do you want to
make any other comments on your operations in the Gulf Coast given the aftermath of Katrina,
anything to change from your initial statements? Are you benefiting at all from, you know,
servicing more, you know, crew boats going out to platforms and such, can you give us an idea
whats going on there?
<A>: Yeah, Scott, you might want to address a couple of the points down there concerning our
marine system.
<A>: Correct. Weve, again, weathered the storm real well. Our employees came through it
okay. And other than the Venice facility that is damaged badly that we put the press release out
at one percent, were seeing a little surge at some of our other locations and surge at our
logistic assets. So its too early to quantify.
<A>: But weve seen a pretty good surge at those locations, and just really working to get
supply to them so we can continue to service, to make up slack for the people that are totally
down. So we were very, very fortunate on the marine system. All of our equipment was out of
harms way. Our two sulfur vessels that were so affected last year were at opposite ends of the
Gulf of Mexico. So they had no effect. And theyre back running regular now. So we really were
very happy with the way that we came through the storm.
<Q>: Can you give us an idea of the Venice facility and how much that might affect earnings?
<A>: It was very small. Press release we had the other day it was less than one percent.
<A>: It was right at one percent of operating income.
<A>: One percent of operating income of the total. But like Ruben and Scott have hit on
weve seen a surge at our other locations so I believe we will more than offset that.
<Q>: Okay. Thank you.
Operator:
Gentlemen, there are no further questions at this time.
Bob Bondurant Martin Midstream CFO:
All right. Well, with that, we appreciate everybody calling in. Were pretty excited about the
way things are going forward here. Weve got a lot on our plate. Were happy to have the existing
Prism management team. They will be here to continue to assist us in the operation of this asset.
They will be involved in both the future M&A business and looking for future acquisitions. And
they have the equity. The $10 million that was put into that is going to the management team, not
to the majority owner or the seller. So theyve got an equity in Martin Midstream Partners. So
Im sure they want to see it continue to do well and continue to grow.
So with that, we appreciate everybodys time. And we look forward to next time.
Operator:
This concludes todays conference. Thank you for your participation.