Tammy Taylor - IR Andrew Clyde - President, CEO Mindy West - CFO, EVP, Treasurer.

Matthew Boss - JPMorgan Damian Witkowski - Gabelli & Company Simon Bizien - Janus Capital Group John Lawrence - Stephens.

Good day, ladies and gentlemen, and welcome to the Murphy USA Second Quarter 2014 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later we'll conduct a question-and-answer session and instructions will be given at that time. (Operator Instructions) As a reminder, today's conference is being recorded.

I would now like to turn the call over to Tammy Taylor..

Good morning, everyone, and thank you for joining us today. With me are Andrew Clyde, President and Chief Executive Officer; Mindy West, Executive Vice President and Chief Financial Officer; and Donnie Smith, Vice President and Controller. After a few opening remarks from Andrew, Mindy will provide an overview of the financial results.

Andrew will then give an operational update and we'll open up the call to questions. Please keep in mind that some of the comments made during this call including the Q&A portion will be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

As such, no assurances can be given that these events will occur or that the projections will be attained. A variety of factors exist that may help actual results to differ. For further discussion of Risk Factors, please see Murphy USA's Form 10-K and other SEC filings.

Murphy USA takes no duty to publicly update or revise any forward-looking statements. During today's call, we may also provide certain performance measures that do not conform to Generally Accepted Accounting Principles or GAAP.

We have provided schedules to reconcile these non-GAAP measures with the reported results on a GAAP basis as part of our earnings press release which can be found on the Investor Section of our Web site. With that I will turn the call over to Andrew..

Thank you, Tammy. Murphy USA completed the second quarter of 2014 with robust earnings of $73 million in net income or $1.57 per diluted share and EBITDA of $138 million. Our performance reflects the continued successful execution of our strategic priorities.

Merchandise gross margin dollars increased $4.4 million overall or 6.3% and were up 2.4% on a per site basis as execution of successful beverage programs and full roll out of alternative tobacco products more than offset declines in cigarettes sold.

While retail fuel margins were lower than normal for Q2, we once again demonstrated some level of added resilience to market conditions as products supplied in wholesale contributed $48 million in gross margin versus $10 million last year from advantage supply positions as ethanol supplies were tight, pipeline space was allocated and wholesale diesel demand was strong.

We added nine new stores in the quarter with another 5 completed after quarter-end and another 20 are currently under construction as we ramp up in Q3 and Q4 to achieve our year-end goal.

The yield improvement efforts at the Hereford ethanol plant continue to pay-off as it generated a plant record of $8.8 million in net income for the quarter boosting its value as we build a sustained performance track record for its eventual sale.

By translating our strategy into financial results, we are well-positioned to complete the execution of our $50 million share repurchase program announced at our annual shareholder meeting in May. And our balance sheet remains strong with over $260 million in cash on hand at quarter-end.

As we approach the one-year anniversary of our spin-off we remain confident in our unique business model and ability to execute our strategy to compete in a tough retail sector. We are proud of the fact that in the first year as a standalone company, we have returned $200 million through a combination of debt repayments and share repurchases.

Strategic allocation of capital remains foremost amongst our priorities. I will now turn over the call to Mindy to review our financial results before diving a little deeper into our operations..

Thanks Andrew, and good morning everyone. Murphy USA reported income from continuing operations of $73.2 million or $1.57 per diluted share for the second quarter of 2014 compared to $70.3 million or $1.50 per diluted share for the second quarter of 2013.

The improved results in continuing operations for the current quarter were primarily driven by higher merchandise margins, improved results from the Hereford, Texas ethanol plant and higher product supply in wholesale growth margins partially offset by lower retail fuel margins.

The current quarter also had a $6.8 million of tax benefit recognized in the period for lower state income tax rate. Due to these rate changes, we do anticipate an overall corporate tax rate of 38.5% on a go forward basis.

Adjusted earnings before interest, taxes, depreciation and amortization, or EBITDA was $137.2 million up $3.7 million from the prior year's quarter. In our marketing segment, net income for the second quarter increased $.5.1 million over the same period in 2013 to $71.7 million compared to $66.6 million.

Total retail fuel volumes increased 1.1% with 993.1 million gallon sold in the 2014 quarter compared to 482.4 million gallons in the comparable 2013 quarter. Retail fuel volumes sold on an average per store month basis were 271,599 gallons in 2014 period compared to 278,977 gallons in the 2013 period, which reflects a decrease of 2.6%.

Retail fuel margins before credit card expenses were $13.02 per gallon in the 2014 quarter compared to 15.6% per gallon in the 2013 period, which is a decrease of $2.04 per gallon.

Both margin and volume were impacted during the period by a flat to rising wholesale price environment compared to periods of higher volatility and price decreases in the prior year's quarter along with fewer days in the quarter of the Walmart enhanced $0.10, $0.15 discount program.

The discount program was in effect for the latter part of May and all of June in the current quarter compared to the entire second quarter in 2013. Total product supply and wholesale margin dollars excluding Renewable Identification Numbers or RIN were $47.9 million in the 2014 period compared to $10.3 million in the same period of 2013.

The sale of RINs generated additional income of $23.3 million compared to $29.7 million in the 2013 quarter.

In the corporate segment, after tax net income for corporate and other assets which include our ethanol production facility in Hereford, Texas declined in the recently completed quarter to a gain of $1.6 million compared to a gain of $3.8 million in the second quarter of 2013.

This decrease was due primarily to interest expense accrued on our $500 million senior notes which were not outstanding in the second quarter of last year.

Offsetting a portion of this interest expense were record setting results at the Hereford, Texas ethanol facility that our net income of $8.8 million compared to net income of $3.7 million in the prior year's quarter.

The improvement in the current quarter was due to significantly higher crush spreads and improved efficiency following the shut down this past spring. We completed the previously announced $50 million share repurchase this quarter and also repaid the final $55 million on our term loan.

Our long-term debt at June 30, totaled approximately $500 million in senior unsecured note. Our net long-term debt position was $232 million at quarter-end including our cash balance of $260.2 million.

Our asset based loan meanwhile remains capped at $450 million limit subject to periodic borrowing base determination, which currently limits us to $428 million. At the present time that facility continues to be undrawn as it has been since the spend.

For the quarter, we incurred $29.3 million in capital expenditures of which $25.5 million was spent for retail growth, $2.4 million for retail maintenance items and the remaining amount for product supply and wholesale ethanol and corporate purposes. Last year in the same period, we spent $27.8 million in the second quarter.

We currently expect capital expenditures for the full year 2014 to be approximately $150 million to $175 million including a $135 million to $160 million per retail marketing, $7 million for the Hereford ethanol facility and the remainder for corporate and other purposes.

The current year fiscal CapEx estimate is lower than the previously announced around $200 million to $205 million primarily due to the expected timing of expected rise and rebuilds as well as new station opening. That concludes an overview of our financial results. So I will turn it back to Andrew, he will discuss our operational performance..

Thank you, Mindy. Retail fuel performance for the quarter was below prior years and the norm for the second quarter for the same factors are now positioning us well for Q3. Total volume grew 1.1% to 993 million gallons while average per site month volume fell 2.6% to 272,000 gallons per site month for the quarter.

And this is largely due to two factors. First, in 2013, we ran the enhanced Walmart fuel discount program from April 1st through July 7th, which covers the entire second quarter. This year the rollout started on May 18th, we are seeing similar overall uplift for the comparable run time of the program, it is just delayed by over 1.5 months.

We expect to make up the volume in Q3 as we run the program past Labor Day into September.

Second, we saw a less price volatility this year compared to last year and didn't see a sustained substantial wholesale price decline until July, which when prices did fall off sharply, the July decline let to positive margin and volume comps versus prior year Q3 to-date periods.

Retail fuel unit margins were $13.02 per gallon for the quarter compared to $15.06 per gallon last year. Taken together retail fuel gross margin dollars were down $23 million versus Q2 last year.

In this flat to rising wholesale price environment, our products supply and wholesale function was able to capture incremental gross margin dollars of $48 million to more than offset the factors that impacted the retail margin. This compares to $10 million of product supply and wholesale gross margin in Q2 last year.

Favorable contract and positions in a very tight ethanol market and allocated gasoline space in the pipeline expanded the bulk spot to wholesale rack margins as wholesale prices rose greater than spot prices in refining centers as refinery utilization continues to run about 5 year trends.

Low diesel inventories coming out of the winter met higher demand in the quarter, which lifted wholesale diesel margins at our proprietary terminals. In addition, we sold $52 million RINs at $0.45 on average, while product supply and wholesale won't always move inversely to retail it did in Q2, which led to a strong overall performance for fuel.

We are especially pleased with our merchandise performance in the quarter as we now have had two successive quarters of total per site gross margin dollar improvement. Our 2014 goal was to be at this level of run rate by year end so we are on track has surpassed our own expectations at this stage.

Cigarettes continued to decline at or above the industry level, however, gains in smokeless and other tobacco products offset more than half the cigarettes gross margin dollar decline. New eCigarette and paper products have been rolled out in all stores after we successfully led a series of trials with leading suppliers in test markets.

We also experienced higher margins and lower damages through better execution this quarter in the tobacco category overall. Non-tobacco merchandise sales per store were up 5.2% and gross margin dollars per store were up 9.4%. Packaged, dispensed and alcoholic beverages made up 75% of the gross margin gain over the prior year quarter.

Packaged beverage sales in gross margin dollars per site were up 4.2% and 14.5% respectively for the quarter, dispensed beverage sales per site were up 16% with gross margins dollars up 41%. Beer and wine sales per site were up 4% with gross margin dollars up 19%.

Salty snack sales per site were up 10.6% with the 13.3% increase in gross margin dollars as the combination of Pepsi Frito offer in our buy 3 get $0.10 off promotion proved very successful.

These results showed the potential of our unique promotions and the benefits of our – of the diversified merchandise mix enabled by our larger 1200 square foot format stores.

Cost continued to be held in check despite regulations and inflationary pressures excluding credit card fees operating cost per site increased 1.1% for the quarter driven by higher repairs and landscaping coming out of the winter quarter. Year-to-date operating costs are down 0.1% on a per site basis.

Similarly SG&A costs were slightly in total in the current quarter but remain almost $3 million lower year-to-date. And we continue to look for opportunities to improve our cost base. Organic growth continues with the third and fourth quarters being critical building periods for us.

In addition to the 20 sites currently under construction, we are breaking ground on 19 sites in August alone. At our current run rate we are opening one to two sites per week between now and the end of the year. This keeps us firmly on track to meet our year-end goal of adding between 50 and 70 sites in 2014.

Last, we were extremely pleased with Hereford's sustained performance since the March turnaround. The operations team on the ground is executing very well in a favorable crush spread environment.

We have a short plan shutdown in August and expect to keep operating at a high performance level as we receive signs of another record corn harvest to industry crop before cards. We believe the conditions are right, the whole Hereford in the near term to build on the improved track record in order to maximize the sales value of the plant.

In closing we take a lot of pride in how we executed our strategy and operations in the quarter and how that translated into financial results and the returns delivered to our shareholders with the completion of our first ever share repurchase program.

As we approach our tenth anniversary day, we are proud of the strong foundation we have built and expect to continue to award our long-term investors. We ended the quarter with close to 8900 employees. So let me close by thanking each of them for their commitment and support and serving both our customers and their fellow employees.

With that operator, we will open the line for questions..

(Operator Instructions) The first question comes from Matthew Boss from JPMorgan..

Hey, good morning.

Can you speak a little bit about the general consumer environment, trends as the quarter progressed, and any changes that you've seen in the promotional environments out there?.

Sure. So it relates to fuel volume in particular for us. There was nothing sort of exceptional that we saw in the consumer environment. When you think about year-on-year performance, it was largely a function of the timing of our Walmart promotion.

And the overall volatility in the market and as you know when prices fall that's typically a period in which we can improve our volume position and certainly in July our fuel volume was up 5% over prior year. So nothing exceptional in the quarter.

I think the overall consumer environment, we have seen plenty of reports that talks about the value customer, the price conscious customer that we serve continues to be more impacted than other consumer segments and we continue to monitor that closely.

Promotions were something that competitors can imitate, in certain of our markets we saw competitors imitate promotions similar to ours. So one of our objective is continued to have consistent low cost competitive promotions for our customer base..

Great. And then, secondly, so you completed the buyback. You had $260 million in cash on the balance sheet, little leverage.

How should we think about additional capital allocation down the road and what restrictions do you have today that roll off at the two-year anniversary of the spin?.

Sure. Let me talk about our philosophy and our goals and I will let Mindy talk about the debt covenants et cetera. We continue to focus on organic growth that's our priority that's what makes us unique and with 60 site a year kind of minimum growth that leads the industry in terms of organic growth. And so that's our priority.

We have demonstrated resilience, so we have been able to return cash back to the shareholders do their repurchase.

As we think about additional shareholder distributions, we will continue to look at share repurchases possibly dividends, but it's a current time our covenants restrict that and I will Mindy talk about the status of that and our plans to increase our flexibility in that regard..

Matt, if I understood your question correctly, you are asking about spin related restrictions and then I will also go and talk about the debt restrictions as well. But for the spin related restrictions which would roll-off in two years.

The only restrictions we would have would be per share repurchases which dictate that they have to be for a sufficient business purpose. They have to be executed in other markets. And in an aggregate amount not to exceed 20% of your outstanding shares. So those will be the restrictions that will roll-off two years from spin day.

So we do have several covenant restrictions that we talked about previously that is our bond and our credit agreement. With regard to the indenture, since we are very under-levered the targets that we have to hit is a consolidated leverage ratio of less than 2.5 to 1. And currently as you know, we are well below that.

So we don't really encouraging restrictions at this time on the bonds. But, for the credit agreement it's a two-gated restriction which – the first being, do you have availability in the ABL borrowing base of over 25%, which is as I mentioned in my comments continues to be undrawn so it's a 100% available. So no problem there.

So that gets us to our fixed charge coverage ratio has to be greater than one to one. And so at the current time at the end of the second quarter we are barely above that.

And so we would be unable to make material restricted payments until we are either able to expand that ratio which is not likely given our CapEx projections for the remainder of the year and next year or we will need to amend the credit facility.

So for the present time, this $50 million share repurchase that we have already executed is all that we can do in a foreseeable future.

But I will tell you that we are currently under discussions with our banks groups to ahead and amend the credit facility to give us some of the flexibility that we think that we have earned by – basically achieving all of our financial goals that we outlined to the bank group pre-spend in the origination of the facility..

Great. I would agree. And good luck. Thanks..

Thanks Matt..

The next question comes from Damian Witkowski from Gabelli & Company..

Hi, good morning..

Good morning, Damian..

Andrew, do you think that fuel and the current environment that you are seeing out there and I know it's hard to tell, but if you look at same-store sales, would fuel have been flat, maybe slightly up, if the Walmart promotions run the same way?.

Yes. I mean there is two factors in, I can't tell you precisely how much was due to the timing of Walmart versus the no-sustained down period. But, if you look at the differentials 2.6% is something that you can quickly make up and more than 2 months of additional Walmart discount programs that we'll have in July and August and early September.

And as we mentioned we are up 5% volume in July year-on-year benefiting from the sustained wholesale price decline. And so this is something over the course of any 12-month period, your timing will always be off on these various factors it's really how did you do over the course of the year..

The July 5% up, is that on a same-store sales basis?.

That's on same-store sales basis on an overall basis, it's up 9%..

Okay. And then just looking at tobacco overall, down 7% on a same-store sales basis.

How does that break down between units and price?.

So the – we had price increases net-net over the period. So we have seen industry declines in the 4% to 5% range in terms of volume as the low price leader that had a large share of the price sensitive customer with MLP with the dollar stores, we had more pressure on our volumes. So our cigarette declines on a volume basis have been higher than that.

So with some price improvement, it's really been in volume. And that's something that we have anticipated and built into our plans when we talked about that inflection point on total merchandise. We anticipated both losing volume as part of the industry decline as well as losing share, due to competition and new stores coming out.

So our plans have been to improve the other tobacco categories like smokeless, which we have seen volume improvement. And then the alternative products like eCigarettes and the paper products, which are a very small percentage of sales today. But as we roll those out expect those to improve and continue to contribute..

Okay.

And then if you look at the wholesale contribution, was this the best quarter ever for wholesale?.

I don't know if it was the best quarter ever, it was a very good quarter. I think the interesting thing about that part of the business is, the sources of value that happen are not the same quarter-to-quarter. This quarter we had very, very tight ethanol supply across the country. We had favorable positions. We had advantage contracts.

We had bases in the Chicago market locked in for longer period. The most of the players in the market, and so when ethanol prices shot up, we just had an advantage cost of goods into those markets.

And so that factor may not repeat itself this time next year, diesel inventories are very low coming out of the winter based on Houston power consumption and other factors. And so there was anything especially unusual about the ag season this year but we just met strong demand with very low inventories and we were able to take advantage of that.

And so there is always something like that that's taken place in the market and I think that's what we will try to describe about that part of the business. We have upside to take advantage of it when it happens. But it will be different from quarter-to-quarter, in some quarters it will go against this like Q3 last year..

Thanks and congratulations..

Thanks..

The next question comes from Simon Bizien from Janus Capital Group..

Hey, guys, good morning, and congrats on the great quarter..

Thank you, Simon..

So on the wholesale business, what exactly were your margins there? And can you kind of comment on your throughput?.

Yes. So what we don't do is comment on the throughput in terms of wholesale and the reason why is, it's not something that we have a set goal on per se.

As we have talked about before, wholesale is more of a demand lever with our retail business, so in periods like July, when our volumes in retail are up, we are able to delve back our wholesale position.

When pipeline space is highly allocated we don't have as many barrels to ship, pipelines are under maintenance, and therefore we would sell less wholesale from that standpoint. There is other periods when our inventories are long, we may accelerate wholesale sales to get back into position.

So we have avoided providing numbers on the wholesale because they vary so much due to those factors and frankly that's part of our business, we would rather talk about in terms of gross margin dollar contributions that they had..

Okay, sure.

And just wondering if you could comment on the recent CST/MLP transaction, if that's a strategy that you would like to pursue maybe to extract some more value out of your midstream assets?.

Sure. My top level thoughts are, if you look at what the Lehigh business is, it's a dealer wholesale business. And when you look at CSTs business they had recently announced that they were going to perhaps sell or transfer to a dealer channel a trade some 100 side.

This allows them to drop that down into that entity but they're effectively using that to create this additional channel of trade.

And so if you got a network that has 70%, 80%, 90% sites that are not your high volume low price low cost site dropping them into MLP structure carving up some of the margin pool et cetera is an effective way to capture value get a lower cost to capital for growth et cetera.

As we've explained before, we do not have a dealer wholesale business then we have no intention of setting up a second channel of trade because all of our sites are high volume low price low breakeven cost et cetera.

And if we took 3% – $0.03 of our margin and dropped it into another entity it fundamentally disrupts the basic business model structure that we have. So I think for a company like CST, I can see a lot of advantage in there in doing that giving the plans they had already announced about divesting, or changing the structure on 100 plus sites.

Our business is different than that we have a different business model so that mechanism would not be appropriate for our business..

Okay.

And then just curious if you could comment on the new Walmart CEO, Greg Foran, and what you think that appointment means for the long-term partnership?.

No comment at this time. He certainly comes from Australia, Woolworths and understands the importance of gasoline, but we think net-net that's a very positive having that hands on experience and we continue to work with our day-to-day counterparts at Walmart despite any of the changes that have taken place at the top..

Okay great. Thanks guys. Congrats again..

Thank you..

(Operator Instructions) The next question comes from John Lawrence from Stephens..

Good morning everybody..

Good morning, John..

Andrew would you comment a little bit, I don't know if you can dig into those numbers a little bit, but just if you look at, you mentioned all these categories that were up drinks, snacks et cetera.

What can you talk about if you look at the old legacy stores the 208 versus these new stores that are being built today, what's the general feel on either basket size or any stats you could tell us about the difference of what that transaction looks like on an average basis today versus in those new sites?.

Right. So John one of the things that we can't do is precisely is I would like us to be able to do is, we have transactions that take place at the pump for fuel and we know those are fuel only we have transactions that take place at the kiosk that are fuel only and then some are fuel emerge.

And so one of the things we are in the midst of evaluating is upgrading our point-of-sale and back office systems to provide better and better insight into that. What we do know is the basic trends right, cigarette, cartons and volumes are down year-on-year and that's happening across all the sites.

We know smokeless and other tobacco products are up across the board and that's independent of the format.

Despite the headwinds and carbonated soft drinks and beverages those improvements are taking place at all sites largely driven by the promotions that we have across all site and then the enhanced refrigeration coolers that we're putting in front of the older 208 square foot sites.

And so then we do promotions like the Coke, Hershey, Pepsi Frito, we get uplift on the small sites just as well as the big site.

Where we see some of the differential improvement in the big sites versus the small sites from the categories like dispense beverages that we only have at the big sites and the beer and alcohol sales that we only have at the larger sites.

So generally a lot of the trends in the bigger categories we see occurring independent format and then we've got some of the benefits in beverage, dispense beverages, the alcoholic beverages snacks and candy that we just have a larger mix and assortment of in the larger format stores..

Yes. I guess suffice to say that your strategy of these larger stores are just getting more people in the door to have that accessibility and then you lay on the promotion as just a leverage point..

Absolutely..

Secondly, you talked about eCigs, I mean obviously I assume your customer is an opening price point customer in that category, can you talk about the brands and what's really successful and maybe several of these eCig companies, but how have you elected to make a choice and go forward?.

So we've been participating in eCigs for quite a while with two of the leading brands we conducted trails in key states earlier this year those have proved to be very successful and we now roll those out across our whole network and so we're out in front on that.

And given our volume of traditional tobacco products, customers that are using this in addition to traditional tobacco products or as they substitute word is getting a large share of mind when we have those products available and our site staff just doing incredible job up selling those products, introducing those products.

And our supplier partners do wonderful job with us as well providing that training and education to our site staffs.

I think it's one of the trends, we're well positioned for because we have such a disproportionate Lehigh volume per site and we're a first mover in the trials because our vendors recognize our ability to uplift and sell up the products so it's relatively small percentage now, but we see a lot of potentials and certainly the margins are much better than the traditional cigarette product..

Yes.

Did you mention earlier in your comments which brands they were?.

We didn't. But we've got most of the major brands out there. And then ultimately we have to make choices about shelf-space, allocation which we don't get into on this call..

Got it, got it.

And the last question from me is that Walmart, do you assume that they're -- the overall thought process from their end is to have more of the year covered by this promotional discount and get closer to everyday low price?.

I'm not going to make assumptions on what they're thinking. This is something that we review every year. Our belief is that having a competitive, consistent low cost clearly communicated discount program on fuel is very important in this business because our major grocery store competitors who sell both gas and groceries have programs.

And we see the impact of their promotion oriented customer and how they make those choices. Certainly having a enhanced program with Walmart needs to fall in line with everyday low price and that's something we work towards.

And I think we've got some unique technology with the discount codes that we use on our buy three get $0.10 off that can certainly facilitate the low cost aspect of that strategy..

Great. Congratulations good luck..

Thank you..

Thanks John..

I'm showing no further questions. I would now like to turn the call back over to Andrew Clyde for closing remarks..

Great. Well, thank you everyone for joining in. Again, we're proud of this quarter and as we approach our anniversary and we look forward to talking to you next quarter. Thank you..

Ladies and gentlemen, that does conclude the conference for today. Again, thank you for your participation. You may all disconnect. Have a good day..