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Boardwalk Pipeline Partners, LP (NYSE:BWP)

Q3 2011 Earnings Call

October 31, 2011 9:00 am ET

Executives

Jamie L. Buskill - Chief Financial Officer of Boardwalk GP LLC, Senior Vice President of Boardwalk GP LLC and Treasurer of Boardwalk GP LLC

Allison McLean - Director of Investor Relations

Stanley C. Horton - Chief Executive Officer, President and Director

Analysts

S. Ross Payne - Wells Fargo Securities, LLC, Research Division

Elvira Scotto - RBC Capital Markets, LLC, Research Division

Stephen J. Maresca - Morgan Stanley, Research Division

Sharon Lui - Wells Fargo Securities, LLC, Research Division

John D. Edwards - Morgan Keegan & Company, Inc., Research Division

Yves Siegel - Crédit Suisse AG, Research Division

Darren Horowitz - Raymond James & Associates, Inc., Research Division

Operator

Good day, ladies and gentlemen, and welcome to the Third Quarter 2011 Boardwalk Pipeline Partners, LP Earnings Conference Call. My name is Janatha, and I will be your operator for today. [Operator Instructions] As a reminder, this conference is being recorded for replay purposes. I would now like to turn the conference over to your host for today, Ms. Allison McLean, Director of Investor Relations.

Allison McLean

Thank you, Janatha. Good morning, everyone, and welcome to the third quarter 2011 earnings call for Boardwalk Pipeline Partners, LP. I'm Allison McLean, and I'm pleased to be joined today by Mr. Stan Horton, our President and CEO; and Mr. Jamie Buskill, our CFO. If you like a copy of the earnings release associated with this call, please download it from our website at www.bwpmlp.com. Following our prepared remarks this morning, we will turn the call over for your questions.

We would like to remind you that this conference call will include the use of statements that are forward looking in nature. Statements in this earnings call related to matters that are not historical facts are forward-looking statements. These statements are based on management's beliefs and assumptions using currently available information and expectations. Actual results achieved by the company may differ materially from those projected in any forward-looking statements.

The company expressly disclaims any obligation to update or revise any forward-looking statements made during this call.

I'd also like to remind you that during this call today, we may discuss certain non-GAAP financial measures such as EBITDA and distributable cash flow. With regard to such financial measures, please refer to our earnings release for reconciliation to the most comparable GAAP measures.

Now, I'd like to turn the call over to Mr. Stan Horton.

Stanley C. Horton

Thank you, Allison. Good morning, everyone. I hope you've had a chance to review the press releases we issued this morning. We increased our quarterly distribution to $0.5275 per unit today. In the third quarter, we continued to see overall revenue growth despite weakness in our parking and lending business. I will now provide an update of our commercial activities and then Jamie will discuss our financial results in greater detail.

As you recall, from the growth strategies that we laid out last quarter, Boardwalk is now focused on offering a greater array of new services to our customers while maintaining our current risk profile. Earlier this month on a conference call, we announced a new gathering pipeline in the Marcellus Shale, which is anchored by a 15-year fee-based contract with Southwestern Energy. We also announced that we received Federal Energy Regulatory Commission approval to transfer some underutilized Gulf South Pipeline assets in south Texas to Boardwalk Field Services and turn those assets into a rich-gas system that will transport liquids-rich Eagle Ford volumes. We anticipate that the asset transfer to Field Services will be complete by the end of this year. We are not announcing firm commitments at this time, but I am pleased with the level of interest we are receiving from the producer community.

Last Monday, we announced that Pat Giroir has joined us as President of our Boardwalk Field Services organization. I'm excited to have Pat on board. Pat is very well respected in the industry and brings a wealth of midstream experience to our company. I believe that bringing on such talent into Field Services further demonstrates our commitment to growing this business.

Also last quarter when discussing our growth strategies, we said that pipelines and storage would remain our core business, and that going forward, we would focus on strengthening our existing pipeline assets by continuing to attach new supplies and markets to our systems via expansions.

Two weeks ago, we announced an acquisition of the Petal and Hattiesburg storage companies in the form of a joint venture in which we will initially own a 20% equity interest. Our Gulf South subsidiary will operate these assets on behalf of the joint venture. The acquisition is subject to customary closing conditions, and we anticipate closing in the fourth quarter. As I discussed on the conference call on October 17, these assets are very strategic to Boardwalk and we expect Boardwalk's portion will be immediately accretive.

Here are some of the highlights. The assets are already attached to our Gulf South Pipeline. We plan to connect them to Gulf South's 42-inch Southeast Expansion, and we believe both operational and commercial synergies will be created. There's undeveloped land which may provide for up to 6 additional caverns, 1 of which is expected to be in service in 2013. The location and type of storage, salt dome, which makes these assets ideal for serving natural gas demand in the Southeast, which is expected to grow quite substantially in the next decade due to an anticipated increase in gas-fired electric power generation. All of the current operating capacity is subscribed on a firm basis, with a weighted average remaining contract life of approximately 7 years.

The existing customer base for these assets is comprised of approximately 80% electric and gas utilities which value the high-turn capability of salt dome storage and are generally more driven by reliability and flexibility than seasonal NYMEX spreads. Therefore, although seasonal gas spreads are currently depressed and have impacted Boardwalk's park and lending services on a negative basis, we are not -- these depressed prices are not very relevant to these storage assets. Plus, as we mentioned on the call, the other 80% ownership interest, which will be held by an affiliate of our General Partner, may be dropped down to Boardwalk at a later date, if it makes economic sense for both parties.

Now I'd like to give an update on our core pipeline and storage business. As I just mentioned, seasonal NYMEX spreads have remained depressed, causing substantially lower parking and lending revenues this year and slightly lower storage revenues. Despite this weakness, overall revenues are higher than last year primarily due to pipeline expansion projects. Our weighted average contract life remains approximately 6 years, and I believe we have been diligent in identifying new opportunities for pipeline capacity, which has helped stabilize contract renewals.

Although we have a lot of work ahead of us, I'm pleased with the amount of progress we have made in achieving our strategic vision that we laid out just a few months ago.

That concludes my comments, and I will now turn the call over to Jamie to discuss the financial results for the quarter.

Jamie L. Buskill

Thanks, Stan, and good morning, everyone. Operating revenues for the third quarter of 2011 were $269 million, an increase of $11 million or 4% from $258 million for the comparable period in 2010. The increase was driven by transportation revenues from our pipeline expansion projects, partially offset by $4 million lower parking and lending and storage revenues due to unfavorable market conditions.

Turning now to operating expenses. We reported operating expenses of $177 million for the quarter, an increase of $12 million or 7% from $165 million for the comparable period in 2010. The increase was driven by increased expenses due to pipeline integrity and reliability spending and lower gains realized on the sale of storage gas.

EBITDA for the quarter was $148 million, an increase of $1 million or 1% from $147 million for the comparable period in 2010. Net income for the quarter was $47 million, a decrease of $9 million or 15% from $56 million for the comparable period last year.

Net income and EBITDA for the quarter were impacted by the revenue and expense drivers discussed previously, and net income for the quarter and year-to-date was also impacted by the early extinguishment of debt at our Texas Gas subsidiary, resulting in a charge of $6 million for the quarter and $13 million year-to-date.

We generated $64 million of distributable cash for the quarter, which takes into account the premium paid for the extinguishment of debt. We ended the quarter with $459 million borrowed against our revolver and a cash balance of $84 million.

As we mentioned on the call on October 17, we expect to fund the Marcellus gathering project and our 20% ownership interest in Petal and Hattiesburg through our available liquidity, including borrowings under our revolving credit facility. The majority of spending for the Marcellus gathering pipeline system is not expected to occur until 2012, and we expect to fund the $70 million for the joint venture in the fourth quarter of 2011.

Year-to-date, growth capital expenditures were $56 million and we expect to spend approximately $22 million during the fourth quarter, including $7 million for the Marcellus gathering system. Excluding spending related to our Carthage compressor station, maintenance capital was $46 million year-to-date compared to only $26 million for the 9 months ended September 30, 2010. We expect to incur costs of approximately $250 million to operate and maintain our pipeline systems for the entire year, which is consistent with the estimate provided last quarter. And as we mentioned last quarter, the overall increase from the prior year is primarily related to integrity management, reliability and general pipeline maintenance and repair projects which are necessary to comply with regulatory requirements.

Our reported EPU was $0.23 for the quarter, with the early extinguishment of debt impacting EPU by approximately $0.03 per unit.

That concludes my remarks. I will now turn the call over to the operator for questions.

Question-and-Answer Session

Operator

[Operator Instructions] Your first question comes from the line of Darren Horowitz with Raymond James.

Darren Horowitz - Raymond James & Associates, Inc., Research Division

Jamie, a couple of quick questions. The first, now that you've had a little bit more time to think about the Petal and Hattiesburg assets, can you give us a little bit more color on the opportunities for synergies there?

Jamie L. Buskill

As we said on the call on 17th, there will be synergies related to that, and it will -- should increase in time as these other facilities come on. I think the important thing to note is that these synergies will be realized by Boardwalk irregardless of the percent of ownership of the joint venture.

Darren Horowitz - Raymond James & Associates, Inc., Research Division

Can you quantify what you expect [indiscernible]...?

Jamie L. Buskill

No, we're not really in a position to quantify at this time.

Darren Horowitz - Raymond James & Associates, Inc., Research Division

Okay. Shifting gears over to the operation and maintenance expenses that you detailed. I, obviously, recognize that you had higher integrity costs and some lower sales on gas storage. But what do you expect the run rate to be for O&M?

Jamie L. Buskill

Well, we -- as we stated that the combination of O&M and maintenance capital will be approximately $250 million as we comply with pipeline integrity requirement. We're actually required to be in compliance by the end of 2012. And although we haven't provided specific guidance for 2012, I anticipate these costs will be similar next year to this year.

Operator

Your next question comes from the line of Stephen Maresca with Morgan Stanley.

Stephen J. Maresca - Morgan Stanley, Research Division

First, on the storage. You mentioned the 6, Stan, 6 additional caverns by 2013. Is that a possibility? Or is that -- that is the plan? And are those spoken for in terms of contracts?

Stanley C. Horton

Let me correct that. We have the ability to put into service 6 additional caverns at the site. Only one cavern is scheduled to go into service in 2013.

Stephen J. Maresca - Morgan Stanley, Research Division

Okay. And that one cavern is spoken for in terms of commitments or contacts.

Stanley C. Horton

Yes, it is.

Stephen J. Maresca - Morgan Stanley, Research Division

Okay. Is there anything that would need to be done to put the other 5 into service? Is it just getting the customers on board?

Stanley C. Horton

Well, of the additional 6, 3 are permitted by the Federal Energy Regulatory Commission and we'll develop those 3 as market conditions dictate. The other 3, we would have to file for regulatory commission to go ahead and get them permitted. And that's not a lengthy process to do. But in answer to your question, 3 are permitted. We'll develop those as market conditions dictate. The other 3, the only thing that we would have to do differently is to get Federal Energy Regulatory Commission to develop those also.

Stephen J. Maresca - Morgan Stanley, Research Division

Okay. Switching to the Marcellus project, the gathering line, the 15-year agreement with Southwestern, are there commitments or minimum-volume commitments on that agreement? I realize it's fee-based, but how does that work?

Stanley C. Horton

The terms of the agreement that we have with our customer are confidential there. I can say this is a fee-based contract that we have with Southwestern Energy where we have very little or no commodity risk on that contract. But since it's a confidential agreement, that's really all I can say about it.

Stephen J. Maresca - Morgan Stanley, Research Division

Okay. Final one, in your growth slides that you had 2 weeks ago, you mentioned in there you're receptive to opportunities outside of the traditional natural gas sector. Any more color around that? Other things that you're thinking about?

Stanley C. Horton

Well, as I mentioned, we have a corporate development group that's headed by Jonathan Nathanson and they are constantly looking at opportunities for us, but we don't have anything specific in mind. Just that we are open to looking at things that are outside the traditional natural gas area, if those opportunities present themselves. But between what we're doing at Marcellus, the growth of what we want to do at Boardwalk Field Services, the integration of Petal and Hattiesburg, we're starting to get a lot on our plate and we're very pleased about that.

Operator

Your next question comes from the line of Elvira Scotto with RBC Capital.

Elvira Scotto - RBC Capital Markets, LLC, Research Division

Can you talk a little bit maybe about your growth CapEx outlook for 2012. I mean, you have the new projects and I think you said the bulk of the spending on the Marcellus gathering is going to be in 2012. And then the storage cavern that's coming on 2013 -- I don't know if you've delineated the cost for that, but can you give us any idea for 2012?

Jamie L. Buskill

Speaking to the Marcellus that you mentioned, that is a $90 million project that we're spending approximately $7 million this year, and majority of the remaining $90 million will be spent next year, although there will be some incurred in 2013 and a little bit in 2014 as well. But the other growth relates to the joint venture. We will be looking to drop this down as it makes sense to the company, so that will be a form of growth capital as we drop more of that down. And then as Stan has mentioned, there's other projects we're working on that we're not in position to comment. But really right now, the Southwestern and the storage project are the 2 major growth projects for next year at this time.

Elvira Scotto - RBC Capital Markets, LLC, Research Division

Okay, so switching to the Eagle Ford, the rich-gas line. I know you haven't announced any firm contracts or you haven't talked about that. But can you talk about the type of contracts you're pursuing, specifically tenor of contracts?

Stanley C. Horton

No, I really can't. I mean, as I said, we're very pleased with the interest that the producers have. And I really don't like to talk about contracts until we get ready to announce them so.

Elvira Scotto - RBC Capital Markets, LLC, Research Division

Okay, fair enough. On the O&M and maintenance CapEx, I think you gave the number of $250 million. Does that include the maintenance spending tied to the fire at the Carthage compressor station?

Jamie L. Buskill

No, it does not. We anticipate those costs will be covered by insurance, and that's what we have forecasted in the model.

Elvira Scotto - RBC Capital Markets, LLC, Research Division

Okay, great. And then just a last question for me, as you go out and continue to look at some new growth opportunities, could we -- if there is something that's out there that you see and like, could we expect to see additional types of structures like the one you did with Petal and Hattiesburg, where maybe you form joint ventures with your General Partner just to get the process started?

Stanley C. Horton

I can say this. Our General Partner, Loews, has been very, very supportive of Boardwalk over the years, and they were very supportive in helping us do the Petal and Hattiesburg acquisition. As I said, we utilized that JV structure because quite frankly, we just did not like where our unit price was and this was a better arrangement for us. I think it illustrates how Loews has been supportive as the General Partner for Boardwalk. And if future opportunities present themselves, and it's the right thing to do for Boardwalk and Loews, then perhaps we would do that. But we take each deal as they come. We look at our unit price. We look at the alternatives and then we decide what we're going to do.

Operator

Your next question comes from the line of John Edwards with Morgan Keegan.

John D. Edwards - Morgan Keegan & Company, Inc., Research Division

Could you talk about how -- maybe you talked about this already, but how big is the cavern that you're going to put in for 2013 in terms of the working capacity? And I don't know if you had mentioned costs.

Stanley C. Horton

It's about 7 Bcf of working gas capacity for that cavern, if my memory serves me right.

John D. Edwards - Morgan Keegan & Company, Inc., Research Division

Okay. And then of the other 3 that are permitted, about how much working gas capacity would those be?

Stanley C. Horton

We haven't really decided what those would be or done a lot of detailed economics on those 3, so I really don't have that number in front of me. I'll have Allison get back with you on that.

John D. Edwards - Morgan Keegan & Company, Inc., Research Division

Okay. And then just on the -- just to clarify on the financing of the gas storage, you had Boardwalk contributing 70 of equity, and I guess BPHC contributing $280 million. And then the other $200 million, is that an off-balance-sheet joint venture borrowing? Or is that contributed by BWP?

Jamie L. Buskill

No, it's stand-alone debt of the JV. And because we own 20% at this time, it's not a consolidated entity. It's going to be treated as equity and earnings.

Operator

Your next question comes from the line of Ross Payne with Wells Fargo.

S. Ross Payne - Wells Fargo Securities, LLC, Research Division

Jamie, Ross Payne, just one quick housekeeping item. What was the debt number at the end of the quarter?

Jamie L. Buskill

We were at $3.2 billion of debt and $3.2 billion of equity, so right at the 50-50 split.

Operator

Your next question comes from the line of Yves Siegel with Crédit Suisse.

Yves Siegel - Crédit Suisse AG, Research Division

Just some quick follow-ups. Stan, how would you characterize the visibility to be able to do additional type of gathering deals as the one that you just consummated in the Marcellus? And when you answer that, could you also talk about what you all bring to the table, too?

Stanley C. Horton

Yes, I'd be glad to. First of all, anytime you get into a new business, getting the first deal done is probably the most important, and so we were very happy that we got that done and that we got it done with an existing customer, a very good customer of ours. We're also very pleased that it was done in the Marcellus. I think one of the things that I said early on when I came on board and went to a couple of analyst conferences is that one of the things that we would like to look at, at Boardwalk is increasing both our geographic diversity and our product diversity. So doing the Field Services gathering deal in the Marcellus allowed us to do both. Marcellus is one of those basins that's going to be extremely important, so I think being in that basin is very, very good for us. I would be disappointed if that's the only deal that we wind up doing in the Marcellus. That's not why we got in there. So we would like to do other deals in the Marcellus area. And I think the fact that we were able to do this one helps us do additional ones. Likewise, I think the Eagle Ford is an extremely important basin. So I think being able to convert our South Texas line a into a rich-gas system and have other projects that utilize that system is very, very important to us also. So I think as we increase our visibility, especially on those 2 basins and hopefully other ones, that there'll be a little bit of a snowball effect that we get some credibility in the marketplace and we're able to do it.

Yves Siegel - Crédit Suisse AG, Research Division

Have you disclosed how much -- what the capacity will be on the Eagle Ford pipeline?

Stanley C. Horton

Well, the Eagle Ford pipeline today, the capacity of that system is about 300 million cubic feet a day. And as I've said during the analyst calls, one of the reasons that we decided to convert that -- it was moving a mere 25 million cubic feet a day of lean gas, so that conversion and the rest of the things that we want to do in South Texas is a very important project to us and can get a lot of additional volumes moving on a very underutilized part of our system.

Yves Siegel - Crédit Suisse AG, Research Division

Are there other underutilized pipe that you're looking at to transfer into different use?

Stanley C. Horton

Yes, I can tell you this, is that there are other parts of the Gulf South system where we think it's underutilized, where we think that it can be moved down and put into Boardwalk Field Services and used for rich gas. None of the size, though, that we're looking at on the South Texas facilities, though.

Yves Siegel - Crédit Suisse AG, Research Division

Okay. And Stan, do you have the -- is there much capital involved in doing that kind of conversion?

Stanley C. Horton

No. The conversion of the system from a lean gas system to a wet gas system is about $10 million of capital. It's not very difficult to do.

Yves Siegel - Crédit Suisse AG, Research Division

Great. And then if I could, just housekeeping for Jamie, what were the asset sales that you had in the quarter?

Jamie L. Buskill

It was a -- it had -- it was some storage gas that we had available to sell on our Texas Gas system. That was the primary driver of that number.

Yves Siegel - Crédit Suisse AG, Research Division

Okay. Are there any stranded assets that you have that you might be looking to monetize? Or are you pretty much done?

Jamie L. Buskill

The only thing we're really focused on is we took an impairment for some inventory we decided to sell. We will be going through that process. Actually it's started, that process. Anticipate the majority of that will occur in the fourth quarter, but we'll also, I'm sure, have some that roll over into the first part of next year.

Operator

Your next question comes from the line of Sharon Lui, Wells Fargo.

Sharon Lui - Wells Fargo Securities, LLC, Research Division

I guess, Stan, I guess, looking at Boardwalk's footprint, is there any other areas that you would like to expand in geographically besides Marcellus and Eagle Ford?

Stanley C. Horton

I think the best way to answer that is that we would like to be in those basins that are going to be pretty important, and I think they're all going to be important. So we haven't excluded any particular place. Certainly the Marcellus and Eagle Ford made a lot of sense for us. But there are no particular areas that we said we don't want to be in this area. I mean, as opportunities present themselves, we'll take a look at it. If it makes sense for us, we'll be in it.

Sharon Lui - Wells Fargo Securities, LLC, Research Division

Okay. And I guess, it looks like seasonal storage spreads have improved from the lows. Have you seen any, I guess, pickup in terms of the performance of parking and lending?

Stanley C. Horton

Yes, we've seen the seasonal spreads improve somewhat. And in fact, they did improve fairly good for a 2 or 3-week period and then they contracted again. And I can say our commercial people are very adept at taking advantage of those opportunities when they're there.

Sharon Lui - Wells Fargo Securities, LLC, Research Division

Okay. And Jamie, maybe if you could give an update on what the credit metrics look like and any discussions with the credit rating agencies, given the announcements of your growth projects.

Jamie L. Buskill

I really can only comment to what they publicly put out. S&P did comment after we announced our expansion projects and basically there's no change in their view of the company. It's a stable outlook.

Sharon Lui - Wells Fargo Securities, LLC, Research Division

Okay. It looks like you're about 50-50 in terms of debt-to-cap. What's the debt-to-EBITDA ratio right now as of the end of the quarter?

Jamie L. Buskill

Well, if you look at the debt-to-EBITDA, we have made a lot of progress the last few years. We still have the target being in the low 4x range. However, this year, we have seen some challenges with the difficult power market and we also are dealing with some specific issues with the inventory impairment, Carthage fire and pipeline integrity spending. We do anticipate some of these items are onetime or short-term in nature. And so we look to -- for that to continue to improve. And again our target's in the low 4x range.

Sharon Lui - Wells Fargo Securities, LLC, Research Division

Okay. So these onetime items, the rating agencies do not back out of adjusted EBITDA.

Jamie L. Buskill

I can't speak for them. I mean, they basically -- we present the information to them. I can't really speak to what they do behind the scenes in their calculations. Again, I basically -- in the end, I think we all see the same information when it comes out in their reports.

Operator

Your next question is a follow-up from the line of Stephen Maresca with Morgan Stanley.

Stephen J. Maresca - Morgan Stanley, Research Division

Just a follow-up, by our calculations, you guys are running fairly light coverage on the distribution, even if we look and account for fourth quarter of this year, as I know there's some seasonality. What are your thoughts on continuing to raise with light coverage in it? Is there something you think about in terms of a coverage going forward as a run rate?

Jamie L. Buskill

Well, as we've stated in the past, we don't provide guidance, but a couple of things to remember. One, remember, we have seasonality throughout the year, so the first and fourth quarter tends to be our strongest quarter from a generation of distributable cash, so keep that in mind. And although there's no guarantees, we tend to look over the long-term planning horizon when making our distribution decisions, so I'll go back to the comment made on the debt-to-EBITDA ratio. We have several things we've dealt with this year that we think are short term in nature or onetime in nature. So again, we tend to look more longer term in making these calls.

Operator

Your next question is a follow-up from the line of Yves Siegel with Crédit Suisse.

Yves Siegel - Crédit Suisse AG, Research Division

Jamie, when you think about the escalated maintenance and integrity costs, how much of that do you think goes away in 2013?

Jamie L. Buskill

Really, it's going to depend on if there's any new requirements that come out, which is it's -- we're not going to sit here and speculate on that. Really what we're focused on right now is the pipeline safety requirements that we're required to have in by the end of 2012. So barring any changes or -- in regulations or anything else, we -- I would anticipate that you'd see some reduction in the out years after we get through the next year.

Yves Siegel - Crédit Suisse AG, Research Division

How much of your system is pig-able?

Jamie L. Buskill

Most of it is pig-able. We do have some low pressure, small diameter pipe, but I can't give you a percentage. I don't have that available, Yves.

Yves Siegel - Crédit Suisse AG, Research Division

Okay. But I guess the intent of the question is, do you have to spend money to get everything pig-able? Or those low-pressure pipes you won't have to deal with?

Jamie L. Buskill

Generally, I think the answer is yes, but I'm sure there's always exceptions to that.

Operator

And at this time, we have no further questions. I would now like to turn the call back over to Allison McLean for any closing remarks.

Allison McLean

Once again, I'd like to thank everyone for joining us this morning. We appreciate your continued interest in Boardwalk Pipeline Partners, LP. As a reminder, an online replay of this call is available on our website at www.bwpmlp.com. This concludes today's conference call. Thank you, and have a great day.

Operator

Ladies and gentlemen, that concludes today's conference. Thank you for your participation. You may now disconnect. Have a great day.

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