Shell Midstream Partners, L.P.

Good morning. My name is Kevin, and I'll be your conference operator today. At this time, I'd like to welcome everyone to today's webcast for Shell Midstream Partners. All participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you'll need to press star 1 on your telephone. If you require any further assistance, please press star then 0. I will now turn the call over to J.B. Parker, Investor Relations Officer. You may begin your conference.

Thank you. Welcome to today's webcast for Shell Midstream Partners. With me today are Steve Ledbetter, CEO, Sean Karsten, CFO, and Sean Guillory, VP Commercial and Business Development. Slide 2 contains our safe harbor statement. We will be making four looking statements related to future events and expectations during the presentation and Q&A session. Actual results may differ materially from such statements and factors that could cause actual results to be different are included here as well as in today's press release and under risk factors and our followings with the SEC. Today's call also contains certain non-GAAP financial measures. Please refer to the earnings press release and Appendix 1 of this presentation for important disclosures regarding such measures, including reconciliations to the most comparable GAAP financial measures. We will take questions at the end of the presentation. With that, I'll turn the call over to Steve Ledbetter. Thanks, Jamie. Good morning.

And welcome to our second quarter earnings webcast. Overall, our assets performed well for the quarter. I am proud that our people and assets continue to show strength in the face of ongoing volatility. Some key operational highlights for the quarter include continued resilience in the Gulf of Mexico as a whole, with new tiebacks into our delta system coming online. In the onshore, Zydeco volumes are up approximately 8% since last quarter. And I'm pleased to report the system is now almost fully contracted through May 2022, which continues to demonstrate the strategic value of that asset to our business. Additionally, we saw a significant uptick in Explore, primarily due to refinery turnarounds in the Midwest. You've heard me speak to our own business improvement efforts that we've taken over the past several months. all to increase competitiveness and ensure longer-term sustainability. We are on track to deliver against our $30 to $40 million commitment by year-end. In summary, our portfolio has proven resilient throughout a pandemic that has affected markets globally, and we've taken a number of measures internally to stay cost-efficient. But as I look ahead to the medium term, the partnership faces significant headwinds. As you know, the distribution waiver from our general partner ended with the first quarter distribution, and the partnership's preferred units are eligible for conversion in 2022. Also, our business has yet to see a full return to normal in the market. As we've seen in recent days, COVID infection rates driven by new variants continue to gain momentum, and we cannot predict how that will impact the macroenvironment. as we still continue to see softness in regional demand that our refined product lines serve. Further, there's additional uncertainty around Colonial. As previously announced, Colonial's board decided to not pay a dividend this quarter, and it is our view that some of the challenges Colonial is facing, in particular the ongoing FERC rate case, could have a negative impact on its future dividends. And with all of this, we made the difficult decision to rebase our quarterly distribution to 30 cents per common unit. Now, we believe this measure helps ensure the partnership's financial health and will allow us to navigate the headwinds we see for our business in the near to midterm. In addition, we believe the rebase of the distribution provides a sustainable financial framework and affords us the optionality to pursue projects that will build upon our diverse portfolio. all of which we believe will enhance unit holder value as we move forward. Sean will provide some insights into what this distribution reset means to our refreshed financial framework, but before turning it over, I want to revisit some of the fundamentals of Shell Midstream Partners. First and foremost, we believe in our diversified asset base, which connects key supply areas to strategic market centers across the country. The long-term resilience of the Gulf and our advantageous position there will continue to serve us well. And when combined with our onshore Gulf Coast logistics assets, we believe our partnership remains well-positioned to receive relatively stable, long-term cash flows. As evidence of our Gulf of Mexico corridor strategy in action, we continue to see capital dollars being put to work, and there are a number of tiebacks which are bringing volume into our systems in the near and mid-term. For example, BP's Manuel Prospect and other producers are expected to bring an estimated incremental 15 to 20,000 barrels a day into our Delta and Nikica systems in the second half of 2021, with more on the horizon. This will provide incremental cash to the partnership with no capital outlay. Further, I'm pleased to share that the Mars expansion project reached a major milestone just last month when the pump module was set in place on the West Delta 143 platform. As discussed previously, this project will increase our capacity in the corridor by approximately 65,000 barrels per day and remains an integral component of our growth in the Gulf. We expect definitive agreements with producers to be finalized in the near term, and the project is on schedule to be completed in advance of additional volumes in 2022 from Shell's power nap and veto developments. Now, moving to the onshore, we continue to explore opportunities, taking advantage of our existing asset base with the unfolding market dynamics. As just one example, in our first quarter earnings webcast, we highlighted the possible expansion of our Lockport facility to take advantage of efforts to move barrels south on the announced cap line reversal. And we continue to evaluate options that provide solutions to customers moving barrels to St. James and the refinery complex in Louisiana and onto the water via loop. As we progress these projects through various stage gates, we are seeing increased interest from a wide base of potential partners and customers. We have several opportunities we are evaluating to take advantage of our positions in both the Gulf of Mexico and onshore. And as these opportunities move to a higher degree of certainty, we will come to the market with them at that time. In closing, I'm excited about Shell Midstream's future as we leverage our diversified portfolio of assets and the capabilities of our team to deliver long-term value to unit holders. So with that, I will now hand the call over to Sean.

Great, thanks, Steve. As I reflect on the quarter, our assets have continued to perform in this challenging pandemic environment. So first, let me cover a few of our key financial metrics for the quarter. Our total revenue was $148 million, an increase of $9 million from the first quarter. Now, this was primarily related to increased throughput on Zydeco, as newly committed contracts started in the second quarter, bringing our mainline contracting capacity to 350,000 barrels per day. We also recognized increased product revenue related to allowance oil sales during the quarter. Now all this increase was partially offset by lower offshore throughput when compared to the first quarter. Our operating expense was $83 million, up about $8 million from the prior quarter. Now this is primarily related to timing of project spend on our Zydeco and Norco assets, along with an increase in the cost of allowance oil sales. Our income from equity investments was $105 million, up $3 million from the prior quarter, mostly due to increased volumes on Explorer as it benefited from longer than expected refinery turnarounds in the Midwest during this quarter. All these increases were partially offset by decreased earnings from Colonial. With all this, adjusted EBITDA attributable to the partnership was $207 million. And after interest expense, maintenance capital, and other adjustments, total cash available for distribution was $186 million. It's important to note that in the second quarter, the partnership recognized a one-time cash help of $10 million from the previously announced Anacortes asset swap, as well as $2 million related to the Augur 12-inch sale. Now, without these one-time cash receipts, our cash available for distribution would have been about $174 million, and our coverage would have been less than one times under our prior distribution levels. Our partnership declared a distribution of 30 cents per LP unit. Now this resulted in a coverage ratio for the quarter of 1.6 times. So now let me return to the partnership's balance sheet and liquidity. As of June 30th, the partnership had total debt outstanding of 2.7 billion, which equates to a debt-to-EBITDA ratio of 3.3 times based on an annualized Q2 adjusted EBITDA. We believe in the strength of our balance sheet as it provides us flexibility to navigate these turbulent times. Now, let me quickly provide a few updates for the rest of the year. In the Gulf, we expect to see an impact from planned turnaround activity of approximately 6 million. Now, part of this was previously disclosed 10 million we expected in 2021. And we anticipate the explorer throughput to come down as the Midwest refiners are now back up and running at normal rates. I will note that while refined products demand has improved, we are still not at pre-COVID levels. And as I close, let me move to our refreshed financial framework. As I think through all the opportunities Steve walked through, I'm excited about the future prospects for our partnership. With the renewed financial framework and strong balance sheet, we have both the strength to weather the current headwinds and the added flexibility to drive increased long-term value to our unit holders. Now, with this flexibility comes a responsibility to effectively manage and deploy potential excess cash in ways that add value to our unit holders. So we will take into account the following guidelines when considering uses for any of the excess cash. First of all, expect our distribution coverage to average 1.1 times or greater. We look to maintain an investment grade balance sheet targeting between three to three and a half times debt to adjusted EBITDA levels. Now this is consistent with prior guidance from the past. We expect to pursue smaller, highly accretive projects that deliver relatively quick paybacks. And we're going to look for opportunities to return capital to our unit holders, which could include opportunistic buybacks. And lastly, if markets allow, and it's in our unit holder's best interest, we have the ability to acquire assets from Shell's runway. As I close, we're energized about the future of the partnership, and we believe in our ability to drive long-term value as we employ our diversified asset base to move America's energy. So with all that, we will now take your questions. Operator?

Ladies and gentlemen, if you have a question or a comment at this time, please press the star, then the one key on your touch-tone telephone. If your question has been answered or you wish to move yourself from the queue, please press the pound key. Our first question comes from Srinagar Shani with UBS.

Hi. Good morning, everyone. Just to start off, really just a quick question. I don't want to really belabor this and so forth, but I just kind of wanted to understand the decision around the distribution right-sizing, and I don't want to come across as being opposed to it. I think it does make sense. I was just curious about specifically the timing. A lot of the drivers that you mentioned on the conference call were known, you know, a couple quarters ago and so forth. Was it really just about the timing around the waiver expiration that drove the decision, or were there some other factors?

Hey, Schnurr. Good morning. This is Steve. I'll take that question. As it relates to the timing, I mean, first of all, what I'd like to say is that I'm proud of the performance of the business and the team despite what's going on with the continued volatility and uncertainty as the pandemic continues to rage and actually increase in some areas. As far as the timing goes, I think there was a couple of notable items that – one-time benefits that we don't expect to see moving forward that, as Sean articulated, without the rebase would have put our coverage below one. The first one was associated with Explore and the increase in terms of value we saw there associated with the refineries being in turnarounds. in the Midwest, and they're back online now, and we don't expect that to continue. As we mentioned, the demand has continued to be soft and not back to pre-COVID levels. The second one I'd say is that uplift from the balancing payment for the recent asset swap between Zydeco and Anacortes. So that is really around the timing, but in general, the components that went into it, I think – altogether made sense for us to do that this quarter. But as we mentioned, softness continues. There's a high degree of uncertainty in terms of demand. The pandemic impacts continue to linger. And in particular, Colonial recently elected not to declare the second quarter dividend, primarily given the headwinds around the uncertainty of the pending rate case, as well as that cyber attack and and the Huntersville repair. Our internal view of the rate case from the analysis we've done is that we believe there's potential for a negative outcome, and the reduced dividend may extend longer than one quarter. In addition to that, we're in the midst of hurricane season, and while it's been light thus far, we've got a long way to go. And then, as you mentioned, the distribution waiver rolling off after Q1, and their preferred units becoming eligible for conversion next year. You know, those headwinds kind of drove us to the decision to take the rebase now. Again, wanted to reiterate that it will allow us to average a 1.1 times or greater for the foreseeable future.

Male Speaker Okay. Got it. Maybe if we can pivot to slide number seven, where you kind of lay out the framework It's kind of interesting to me that you put return of capital second and then drop-downs third. Was that on purpose from a signaling perspective? Is drop-downs still something that you're going to consider? I would imagine that post-distribution type, you can actually equity fund internally acquisitions from Shell. Just kind of wondering, you know, how we should think about in terms of priorities here. You get to three times levered. Are you buying back units or are you buying assets from Shell? Just kind of curious how we should think about the rank order of priorities after small bolt-on and quick payback projects.

Yeah, sure. This is Sean. Hope you're doing well. Actually, you should read into the order on the slide. These are just a menu of options that we'll use with our excess cache as we have any. As Steve highlighted earlier, we expect some headwinds in the foreseeable future, so we'll get through that. But at some point, we will have, and we expect to have excess cache, and we'll deploy it at the appropriate time when it makes sense and where it makes the most sense for Uniforce. And so I don't think I would read into the, The order on the slide in terms of priorities is just the menu of options that we have.

Okay, so the takeaway is you have excess cash flow now. If you get to three times leverage or some leverage level, we should either expect to see a return of capital or we should see you growing the business.

We're not guiding on how you should necessarily interpret that, so we'll have more guidance as we move along over the next quarter. Thanks.

Cool. Perfect. All right. Thank you very much. Really appreciate it, and have a great weekend. Thank you.

Our next question comes from Teresa Chen with Barclays.

Hi there. Thank you for taking my question. So maybe first starting on the future of Colonial, since it seems like you've already done some work around it, Steve. When you say that, you know, the outcome of the rate case, it could be negative, can you just remind us, you know, what are the shippers asking for at this point, like the magnitude of decrease, since I think it was several dockets now consolidated into one? And then, you know, where do you think we could shake out as far as a percentage decrease to the weighted average rate?

Yeah, I mean, again, that's hard to – thanks, Teresa. Steve, that's hard to determine at this point. What we do believe, and in our view, given all the analysis and modeling that we've seen, is that there could be a negative outcome, which again would challenge the potential for further cash distributions more than just one quarter. For specifics around the rate case, I'd point you back to Colonial for any more detail.

Okay, and then just on your affiliates, FID of Whale, Is there any way Shell X can participate in that from an infrastructure perspective? And, you know, if so, what kind of economics can that generate for you?

Hi, Teresa. This is Sean Giller. I'll go ahead and take that one. And thanks for the question. What I would tell you is that we're extremely excited to see this continued activity in the Gulf of Mexico. And the whale project itself is just another proof point of the continued investment and resilience that you see in the basin. The oil field itself is in the western Gulf area of the Gulf of Mexico, and that's, if you look at our maps, an area that Chellex doesn't currently have any corridor pipelines. But what I'll tell you is that we're still evaluating how we can expand our presence in the West, and combining that with the multiple opportunities we have in the Central and Eastern Gulf, to grow both volume and value for Shell X unit holders as we move forward.

Thank you.

Our next question comes from Doug Irwin with Credit Suisse.

Hey, everyone. Thanks for the question. Maybe a follow-up on dropdowns, which it sounds like are still kind of wait and see. I know you've talked about the Salkin SAN system as a potential drop-down candidate at one point. I think that Petkin facility is still under construction. I'm just curious what the rest of the backlog looks like, if you could provide any sort of color on what other type of assets might be available for drop-down, maybe if there's even anything tied to some of the sponsors' energy transition efforts that might make sense for Shell X.

Yeah, thanks. This is Steve. The Falcon pipeline, as you mentioned, mechanically complete, waiting for startup of the plant. There's several other midstream assets, and there's a wide array of assets that could be accessed should the market suggest and make sense for the partnership. Given what we see right now, that might make sense. But as we've talked about with our financial framework, it is a menu option. that we can access at the right time.

Okay, got it. Thank you. And then I guess you mentioned, I guess, on organic projects with the potential lock fort project around the cap line reversal. Just curious kind of on a broader level if you can talk about maybe some of the changing dynamics around St. James with that reversal coming online and maybe what kind of opportunities are there for Shell X and what projects could look like in terms of being able to leverage export markets. Would they be kind of more greenfield-type projects? Is there potential to maybe reverse some types that are already on the system? I'm just curious what opportunities are out there as well.

Okay. I'll try to unpack that. There was a lot there, a lot in that one. So maybe I'll give a bit of a high-level view of the types of things and kind of our screening criteria, and then I'll I'll have Sean talk a little bit more about the specifics of Lockport and a couple of others. As we look forward to Du Bois Capital, again, we're going to do the thing that makes the most sense for the unit holder, but we do see opportunities to defend and grow our heartlands. It's both the Gulf of Mexico as well as onshore. The way we're looking at projects to take advantage of the market, You know, our assets in the ground we see now command a bit of a strategic premium at this point. And the way we evaluate the projects and screening criteria is relatively quick paybacks with kind of a mid-teen type returns. And, you know, depending on the type of solution for those projects, we'd look at capital in the area from $10 to $50 million. But that depends on how we play those cards and unfold the solutions for the customer's And we continue to evaluate several of them. So with that, I'll turn it to Sean to give you a bit of color on the two projects that we've talked about.

Yeah, thanks, Steve. I appreciate the question, and thank you for that. What I would tell you is that right now, we believe that one of our competitive advantages is our diversified footprint with assets in the ground and, as you mentioned, the ability to provide connectivity to the key market centers in the Gulf Coast and the Midwest. Right now there are a number of opportunities that we're developing, but still haven't been FID, but have a range of potential capital outlays. Steve talked a bit about the potential Lockport project with the amount of capital we could spend on that would be available for tanks and available connections, but I would also draw you to another part of our heartlands, which is developing projects in the Gulf of Mexico, particularly in the western part of the Gulf of Mexico that will provide one of our key corridor assets, the ability to capture future developments in the near future. And similar to what Steve mentioned before in terms of the capital outlay and range of capital we could spend on it could possibly be 30 to $50 million. But when we have something a bit more definitive on all those opportunities, we'll come back to the market at that time.

Got it. Appreciate the extra detail, and I will leave it there.

Our next question comes from Gabe Marie with Mizzou.

Hey, good morning, everyone. I just had a quick question on the preps that your parent owns. Is it this point, is it fair to say that your assumption is that those preps will actually convert at this point, or do you think there's still some uncertainty around that?

I wouldn't read through that there's certainty that they will convert. Certainly that's an option that the sponsor has. The way we've rebased the distribution and the financial framework, we have accommodated for whatever headwinds exist that we can foresee and will allow us to average a 1.1 times coverage for the foreseeable future.

Okay, that was helpful in terms of answering that. And then, you know, the drop-downs that you've done from your parent previously have been quite sizable, I guess, by and large. I'm not sure what the average transaction value has been, but it's certainly been up there. Would it be possible to do smaller transactions? I mean, clearly with potentially a free cash flow profile that's improved, I'm just wondering from a sizing standpoint if you'd also be open to doing some smaller transactions, not just the bigger ones.

You know, I think it's a good point and a good question, and certainly the rebasing of the distribution and the financial framework gives us a menu of options, and that includes smaller things and using some of the cash to make the best decision to grow accretion for all the unit holders. So that certainly is in the slate of potential.

And, Gabe, this is Sean. I think, you know, if you look back in history, they're all part of a bigger transaction, but, you know, oftentimes we had the ability to take smaller portions, right? So we acquired part of our sponsors' ownership in Explorer over time, right? And so we have, you know, kind of not infinite, but a number of opportunities and ways to make transactions happen.

Got it.

Thanks, guys.

Yeah, thanks.

Our next question comes from Derek Walker with Bank of America.

Hey, good morning, guys. Maybe just a follow-up on Gabe's question. Just on the 1.1 coverage, is there any other – I know you talked to sort of capture sort of the headwinds that you see, but is there anything else that we should think about that's kind of baked into that assumption? Is it just the preferred converting? Do you have – are you assuming – No distribution from Colonial or just a reduced distribution. Any other things that we can think about, just like refined product demand not coming back as quickly? What other factors are kind of factored into that 1.1 number?

Yeah, I think what you're looking for is a bit more specificity, and I can appreciate that. We have taken into account our view of many of the headwinds, including – the view of the rate case and from all the analysis we've done, potential for a negative outcome with reduced distributions that may extend longer than one quarter. Again, from a conservative perspective and all the headwinds that we know about and can model, this rebase puts us in a position to meet the 1.1, to average 1.1 times coverage moving forward.

Got it. And then maybe just a quick one on cost saves. I know your target's the 30 to 40. Where do you guys stand on that? And I guess do you see any opportunities for further cost reductions?

Thanks. Yeah, great. You know, I'm very proud of our business and the team and how we've gone and looked at that. It's comprised of many different things, multi-skilling, rebasing, third-party contractor usage, logistics, optimization and rebalancing projects, procurement strategy, et cetera. It takes all of that to get done very well, to deliver this 30 to 40 million run rate as we exit 2021, and we are on path to do that. Now, having said that, we will, as part of our base business, have a continuous journey to look to optimize and take additional value and costs out of the, or increase value and take additional costs out of the system.

Got it. Thank you very much, Steve, Sean. Thank you. Thanks.

And there are no further questions at this time. I'd like to turn the call back to Jamie Parker.

Thank you very much for your interest in Shell Midstream Partners. If you have any additional follow-up questions following today's presentation, please feel free to give me a call directly. My contact information can be found on the presentation materials as well as on our website, shellmidstreampartners.com. Thank you.

Ladies and gentlemen, this concludes today's presentation. You may now disconnect and have a wonderful day.