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US Geothermal’s (HTM) CEO Dennis Gilles on Q1 2016 Results – Earnings Call Transcript

US Geothermal Inc (NYSEMKT: HTM ) Q1 2016 Earnings Conference Call May 11, 2016 13:00 ET Executives Dennis Gilles – Chief Executive Officer Doug Glaspey – President and Chief Operating Officer Kerry Hawkley – Chief Financial Officer Analysts Jim McIlree – Chardan Capital Gerry Sweeney – ROTH Capital Markets Jonathan Lo – Raymond James Chip Richardson – Wedbush Securities Operator Greetings and welcome to the U.S. Geothermal 2016 First Quarter Earnings Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host Mr. Dennis Gilles, Chief Executive Officer. Thank you. Dennis, you may begin. Dennis Gilles Thanks, Chris. Good day, everyone and welcome to our first quarter 2016 earnings call. Today, I am joined by our President and Chief Operating Officer, Doug Glaspey; and our Chief Financial Officer, Kerry Hawkley. Our earnings release was issued yesterday and can be found on our website, usgeothermal.com. under the tab News. U.S. Geothermal’s three operating plants performed very well during the third quarter and generated availabilities ranging from 96% to 100% of the power output. However, our financial performance fell slightly short of our expectations due primarily to a one-time fee for engagement of financial advisors, plus higher than projected weather temperatures for the quarter and the breakdown of one of the production pumps at our Raft River project. In spite of those impacts, we produced our 14th straight quarter of positive EBITDA and cash flow, with both revenues and cash flows from operation exceeding those of the prior year. I am pleased with the steps we have taken to announce our 96 megawatts of advanced stage development projects. The pipeline of opportunities we have built provides us with a very strong platform for growth. Doug will provide more details on the operations and the development shortly, but first I would like to turn the meeting over to our CFO, Kerry Hawkley for an update on our financials. Kerry? Kerry Hawkley Thank you, Dennis and good morning to our listeners on the call. Before beginning, we would like to remind you that the information provided during this call may contain forward-looking statements relating to current expectations, estimates, forecasts and projections about future events that are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the company’s plans, objectives and expectations for future operations and are based on management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. During the call, we will present non-GAAP financial measures, such as EBITDA, adjusted EBITDA and adjusted net income. Reconciliation to the most directly comparable GAAP measures and management’s reason for presenting such information is set forth in the press release that was issued last night. Because these measures are not calculated in accordance with GAAP – U.S. GAAP, it should not be considered in isolation from our financial statements prepared in accordance with GAAP. I will now discuss the financial statements of U.S. Geothermal for the quarter ended March 31, 2016. Our financial statements and MD&A were prepared in a condensed format. Our balance sheet at March 31, 2016 total assets are $224.7 million. Total liabilities are $96.0 million. Non-controlling interests have been reduced to $26.2 million. Net stockholders’ equity has increased to $102.5 million. Cash and cash equivalents and restricted cash and bonds decreased in the first quarter as the company paid down notes payable and non-controlling interest. Our results of operation for the past quarter were consistent with our expectations. Revenues for the quarter were $8.5 million, up $29,000 from 2015 a one-time charge of $750,000 for the financial advisors and legal costs related to the investigation of strategic alternatives affects both professional and the management fees and travel and promotions. Annual bonuses paid to employees of $281,000 in the first quarter affects both plant production expense and employee compensation. These costs were recorded and paid in the second quarter in 2015. Net income before tax of $1.3 million in 2016 was down from $2.2 million for last year. Without the one-time charge for the review of strategic alternatives, 2016 would have been consistent with 2015. Net income attributable to the U.S. Geothermal was $150,000 in 2016 compared to $730,000 in 2015 again reflecting the effect of the one-time adjustment for cost of evaluating the strategic alternatives. Our statement of cash flows. We began the year with cash and cash equivalents of $8.7 million. Cash generated by operations was $5.0 million. Issuance of common stock generated $1.2 million. Though payments reduced our total debt by $1.8 million, payments to non-controlling interests were $2.5 million and the purchase of additional interest at Raft River energy was $1.6 million. Capitalized development costs at WGP geysers in El Ceibillo totaled $1.6 million for the quarter. We ended the quarter with cash and cash equivalents of $7.4 million. Our statement of changes in stockholders’ equity, we added net income attributable to U.S. Geothermal of $150,000 during the quarter. The accumulated deficit net of tax is now $17.3 million, down from a high of $32.8 million on December 31, 2012. Shares of common stock issued upon exercise of stock options were 225,000 shares. Another 2.5 million shares were issued under the ATM. Cash of $2.5 million was distributed to our non-controlling interest partner, Enbridge and common stock issued an outstanding at March 31, 2016 totaled 110.3 million shares. Please review the disclosure on Page 37 in the MD&A section regarding the net income attributable to the non-controlling interest and the net income attributable to U.S. Geothermal and its shareholders. For the first quarter of 2016, Neal Hot Springs contributed $1.2 million, San Emidio contributed $265,000 and Raft River contributed $53,000 for a total net income attributable to U.S. Geothermal and shareholders of $1.52 million. From that exploration activities and corporate overhead cost $1.37 million, all of these figures are net of tax. The company is well-positioned to act on any future opportunities resulting from our organic growth or potential M&A activities. I would like to thank you for your continued interest in U.S. Geothermal. I will turn the call over to Doug Glaspey, our President and Chief Operating Officer. Doug Glaspey Thank you, Kerry. Good day, everybody and we appreciate you being on the call today and your interest in the company. Our total generation for the first quarter from all three facilities was 93,788 megawatt hours. At Neal Hot Springs, the generation for the first quarter was 53,671 megawatt hours, with an average generation of 25.4 net megawatts per hour of operation. Neal operated at 96.7% availability for the quarter. We are planning at Neal to drill the freshwater well. During the second quarter to support our hybrid cooling system and as soon as we get our final approvals will be ready to go on that. At San Emidio, we had generation of 20,433 megawatt hours for the quarter, with an average generation of 9.4 net megawatts per hour. San Emidio operated at 99.4% availability for the quarter. At Raft River, we had generation of 19,684 megawatt-hours, with average hourly generation of 9.4 net megawatts per hour. Raft operated at 100% availability for the quarter. As Dennis mentioned earlier, we took production well RRG-2 offline in February on the pump failed. We pull that pump in March and they kept the well offline in preparation for drilling operations to add a second production leg to increase our overall production. That drilling is expected to be completed during the second quarter, with a total cost of the project estimated at approximately $3 million, which also includes a new pump cooling water well improvements and a few other ancillary upgrades needed to handle higher flow into the plant. Our operations team continues to ensure strong, stable performance at each of our power plants. On the development side, at WGP Geysers, we continue to move that project forward in preparation for start of construction. On March 6, we received the approved transmission interconnection agreement with the California Independent System Operator and Pacific Gas and Electric. With that approval, we made an initial payment of $1 million on a total estimated cost of $1.9 million for the cost of the grid operators’ portion of the work in the substation. We are also well on our way to getting our updated divisional use permit from Sonoma County, which is still expected to be issued in the second quarter of 2016. The conditional use permit again is required before we can start construction on the project. We are continuing our discussions for a power purchase agreement with a number of interested parties. On March 1, we mentioned earlier, we submitted a PPA proposal under a request for proposals from one of the new community choice aggregators in the San Francisco Bay Area, but we did not make initial shortlist, though the discussions with them are continuing. We will be submitting another proposal within the next couple of weeks and additional RFPs are expected to be issued yet in 2016. Bilateral negotiations or direct negotiations are also possible, but many of these folks require RFP type systems. At El Ceibillo, in Guatemala we have retained Mandeep [ph] Engineering from Iceland to advise the company on development of the well field and to construct the reservoir model for the project. El Ceibillo was located within a large volcanic complex, and Mandeep has specific expertise in volcanic host of geothermal systems and they worked for us on this project in the past. We have identified the location for a large diameter well, which will intersect the production zone. Preparations are being made to start drilling during the second quarter, followed by a flow test of the reservoir to provide modeling data for the reservoir model. The Guatemala government through the national electrical energy commission or CNEE has announced that its preparing to issue a 40-megawatt RFP exclusively for geothermal power. The CNEE is acting on the request of two of the large power distributors in Guatemala and has retained a large U.S. based consulting firm to prepare that RFP, the RFP is expected to be released during the second quarter. At San Emidio Phase 2, as part of the permitting process to deepen our two wells, additional plant and migratory bird surveys are being required by the Bureau of Land Management before drilling operations can commence. These are time of the year surveys, so cannot be done prior to May to ensure that the plants are actively growing. Plans have been made to complete these two wells early in the third quarter. The final interconnection study process was started by NV Energy in February. This facility study is expected to be completed during the second quarter of 2016 and would allow an additional 3.9 megawatts of transmission bringing our total transmission capacity to 19.9 megawatts to cover the Phase 2 plant requirements. In mergers and acquisitions, I will make a note that at Raft River, we completed the acquisition of Goldman Sachs interest in the project with the final payment of $1.635 million on March 31. This acquisition gives us the increased cash flow from the property and the new ownership structure allows the U.S. Geothermal to invest in new drilling to improve the plants generation output and can increase its contribution to your company. And in April, we received our first cash distribution from Raft River of $1.145 million. As noted previously, we have plans to drill a new leg on production well RRG-2. If that drilling is successful, we hope to increase the plant output by up to 3 megawatts annual average, which allows us to take advantage of the full 13-megawatt output allowed under the PPA. In regard to the power plant equipment we purchased in December, all of the major and long lead equipment for the construction of three binary geothermal plants was acquired for a total purchase price of $1.5 million, which is approximately 5% of the equipment’s estimated original cost of $28 million. The first payment of $750,000 was made upon signing the agreement and the final payment of $750,000 was made in January 2016. The components for the three units being purchased as we have said are all new and unused and represent approximately 70% of the components needed for a full plan. The equipment is from the same manufacturers and is of the similar size and design to the equipment that the company has installed at Neal Hot Springs and either San Emidio power plants. The design output of the acquired units is approximately 35 megawatts, but the actual output of these units will ultimately be determined by the resource conditions found at the site where we are installing. The three equipment packages meet the major long lead equipment requirements for the company’s proposed San Emidio 2 power plant 10 megawatts and Crescent Valley 1 power plant at 25 megawatts or alternatively it could be used in El Ceibillo, Guatemala. This equipment gives us the ability to expand our megawatt output at our existing advanced stage development projects, at significantly lower cost and in a much shorter construction timeframe. Since we have entered the second quarter, I want to remind everyone that we scheduled our annual plant maintenance outages during this period. At Raft River and Neal, the PPA price for March through May is approximately 73% of the yearly average price, due to the spring runoff or high generation conditions in the Idaho Power hydro power system. Taking advantage of this low-price period reduces the impact to our revenue for these maintenance outages. To-date, we have completed the annual outages at San Emidio and at Neal Hot Springs unit 1. Raft River’s outage starts next week, and the remainder of Neal Hot Springs will follow. It’s a very busy time of year for our operations team. In summary, we have 45 megawatts of power in production, and another 96 megawatts in advance development. We are very focused on bringing these projects forward as quickly as possible and growing value for all of our shareholders. And now, I will turn the call back over to Dennis. Dennis Gilles Thank you, Doug. Firstly, we would like to reaffirm our 2016 consolidated guidance that we had previously provided. Based on our current operations only, we expect operating revenues between $29 million and $34 million, adjusted EBITDA between $15 million and $19 million, EBITDA between $14 million and $18 million and net income as adjusted of $4 million to $8 million. Also, we wish to reaffirm our guidance for U.S. Geothermal only, which is less minority interest, of which we expect adjusted EBITDA of $9 million to $12 million and net income as adjusted of $1 million to $4 million. We have a number of development opportunities that can improve this performance, such as the well drilling plan at Raft River later this spring, the projected benefits from that drilling have not been included in our current guidance forecast. And as the year progresses we will be updating and tightening the range on all of our guidance This past fall, our Board of Directors undertook a review of strategic alternatives with the assistance of Marathon Capital. That process was concluded this quarter, when after reviewing the various alternatives available, the special committee of the Board, which was made up exclusively of independent directors concluded that the greatest long-term value for our shareholders would be obtained by staying in the current course. Our mission is to become the largest pure play geothermal independent power producer, providing renewable power 24/7 with a consolidated portfolio of 45 megawatts under operations and management. The acquisition of the majority of Goldman Sachs’ ownership interest at Raft River project at year end allowed us to successfully increase our shareholder portion of that portfolio by 20% going from 30 megawatts to now 36 megawatts. Additionally, we continue to advance our 96 megawatts of project in our advanced stage pipeline. We are very focused on obtaining a power purchase agreement for those projects, which is where we contract with a buyer for all of the output generated by that project for the next 20 to 25 years at a fixed price. On the legislative front, I am pleased to note that the U.S. government has extended the start of construction date that geothermal projects can qualify for the 30% investment tax credit. Any geothermal project that has begun construction, begun construction that is by December 31, 2016 now qualifies for that tax credit. And I want to point out that’s a tax credit, not a deduction. That investment tax credit allows 30% of the project’s cost to be taken as a credit against any tax payments in the year the project goes into operation. And basically to utilize that credit, we would bring a tax partner into our project similar to what we had done on Raft River with Goldman Sachs. There is a growing interest in the market for baseload renewable electricity to replace the phasing out coal, nuclear and once through cool plants along the California coast. All of which have historically provided firm predictable baseload generation. While solar and wind power will continue as sources of renewable energy, it should be noted that they supply intermittent power and not baseload power. The issue of climate change has grown tremendously over the last few years and shows no sign of abating. Government industries are increasingly favoring renewable energy over fossil fuels. Geothermal is the best form of renewable energy and we intend to work hard to ensure we can grow this company for the benefit of our stockholders and to make our contribution to favorably impact climate change. Now operator, I would like to open the call for questions. Question-and-Answer Session Operator Thank you. [Operator Instructions] And our first question comes from the line of Jim McIlree from Chardan Capital. Please proceed with your question. Jim McIlree Thank you. Doug, can you tell us why you didn’t make the shortlist for the choice aggregator RFP? Doug Glaspey That’s a good question, Jim. No, my guess would be its all based on price. So, we don’t know what the other folks bid. We only know what we bid. There hasn’t been a – they don’t come back and tell you why you didn’t make the short list. So, it’s really just a guess at this point. Dennis, I don’t know if you have another view of that? Dennis Gilles No, we do know that late in their bid process, they modified their bid conditions and opened up their bidding to existing renewables in addition to just new renewables. Initially, they had stated it was going to be for new renewables only and they opened it to existing. Existing renewables as they have been fully, the project is fully paid off are able to offer their product to try to get it re-contracted at a very competitive cost. And that’s what we believe happened, but we don’t know that for sure. Jim McIlree Okay. And then Doug, you implied that maybe it’s not over, you are going to resubmit. I was confused by that or where you saying that you are going to resubmit for different RFPs that are out there? Doug Glaspey Well, both Jim. They ask us the initial submittal. They ask for some additional information, which I believe we have provided now. Jim McIlree Yes. Doug Glaspey So, it’s not a bid issue. And in addition, there are new RFPs coming out, not from the same entity, but from several other entities in California. Jim McIlree Okay, that’s great. Thank you. And then on El Ceibillo, I think I heard you say that there is – you are expecting a government RFP for 40 megawatts, that’s dedicated to geothermal. What kind of competition do you have down there for geothermal supply? Doug Glaspey Well, we are waiting to see what the exact requirements are. They have come out of the RFP process. But our expectation is similar to what’s been happening in the U.S. now, they want – they will only accept bids from people that have a reservoir – a defined reservoir. They will want people that have development experience. Of cause, they want reservoirs in the country and that’s a very shortlist in Guatemala right now. We only know of maybe one or two others that might be able to qualify under those conditions. And we are probably as advanced or more advanced than most. So, we see our chances of being very good for that RFP and hopefully it’s slated to come out in May. If it lags a little bit, that won’t surprise me since it is the new – first time they have gone through this process, but we have high hopes under the process and having at the geothermal specific is just a reflection at the offtakers, which are brokers in the area are looking for reliable baseload power rather than an intermittent resource. Jim McIlree And assuming that it all went according to schedule, which I know it’s a dangerous assumption, when would that RFP be decided and the contracts left? Doug Glaspey Our hope is that it will be done before the end of the year if they get it out in May. Dennis Gilles Yes, we don’t know how aggressive their schedule is, because the RFP hasn’t serviced yet. Jim McIlree Alright, okay. Doug Glaspey We know the tetra-tech guys that are putting us together. So, we know they are on the job. They are in the country right now working on it. It’s been actively pursued. So, all we can do at this point is wait to see and hit the street. Jim McIlree Okay. And Kerry, can you just give us a summary of what the cash needs are and the cash availability is to fund those needs. I know that there is a lot of – it seems like a lot of things are going on and I am just having trouble tracking this on all of the cash requirements for the year? Kerry Hawkley Well, you do realize we do have about 10 million plus that’s generated internally by our three projects. There is a good possibility that we will evaluate other opportunities for funding. There is Raft River that’s not levered at all. If we wanted to go that way, there is also the possibility of some options and warrants that we have outstanding being exercised. We have seen some renewed interest in that. It’s generated probably a $1 million in the last quarter. So, I would expect we would have just from internal and issuance of options and warrants will have probably $12 million to $13 million generated there before we have to tap any type of debt and/or equity raise. We haven’t done an equity raise since December of ‘12. And of course, we do have the Raft project un-levered. So, those would be our sources, our uses over the next year. We are talking $3 million at Raft. We are talking probably another $3 million at El Ceibillo, but we would target those based on cash available and how we perceive or how we progress I guess on the PPA front. On WGP Geysers, we feel like we already have all the equity requirements already invested in that. And so if we go forward on that project, that would be potentially a tax equity investor and some project level debt that we would go there. Does that give you a flavor? Jim McIlree That does. Thank you. And if I can just ask on that same thing, the Neal project for the water cooling, Doug you might have said how much that’s going to cost, but that’s not a lot, correct? Doug Glaspey For the water well drilling that’s not a lot. And what our plan will be there Jim is if we find the water we need, of course we will do the final engineering on the project and then we have to go to our joint venture partner, look at the total dollars and we are expecting it to be in the $7 million to $10 million range for a full installation. And decide how we want to fund that. There are reserves at the project level that maybe – we may be able to use. And as a matter of fact, as far as additional income, we have some short-term well reserves that come out of reserve later this year. So there will be several million dollars that come out of the reserves at Neal, if you don’t consume them in any upgrades at the project. Jim McIlree Got it. Okay, that’s very helpful. Thank you very much. Operator And our next question comes from the Gerry Sweeney from ROTH Capital Markets. Please proceed with your question. Gerry Sweeney Hey, good morning guys. Thank you for taking my call. Dennis Gilles Good morning Gerry. Gerry Sweeney Question on Raft River, it sounds like the well went down because of the pump, curious of the impact on the power generation, it sounded like it was running at 100%, but also any commentary also it sounded like it did have some type of impact, so curious on that front. Also, the timing of the well work, we work at Raft River and how long it will be out of service and general impact and how we should look at it for the quarter? Doug Glaspey Our expectation to have that – to keep the well down as you said the pump went down anyway and it’s normally, it took us several weeks to get a pump rig on the site to pull it. And then it’s normally a 10 day to 15 day evolution after that to either rebuild or replace the pump and get it back in the hole. We decided to keep that well down, since we are planning in the short-term to drill that second leg. The economic hit because we are in the 73% period, it was about $40,000 to $50,000. So it’s not a huge amount, it’s not enough to put a pump back in the well until we drill. My expectation is that we will be drilling within the next 30 days, if all goes well. We have bids in from contractors. They are ready to go. So it really just becomes a timing matter at this point. I want to have that well back online no later than mid-June, I would say, because in July, August of course we go into our 120% pay period and we don’t want to miss that with the whatever additional production we get out of that well. Gerry Sweeney Got it. And then swinging back to the Geysers project, I understand that PPA was cumulative choice organization, how many other PPAs are floating around out there and are they similar in structure and style or are they looking for just new renewable generation, just a little bit of thoughts, comments on that, just to get a better sense or view of the opportunity that’s pending? Dennis Gilles Well, there are a number of opportunities pretty much, pretty much every community choice aggregator and utility in the state is looking for renewables. They continue to do that to meet the ever increasing Renewable Portfolio Standard in California that was recently raised from 33% up to 50%. So they need to and most of them are contracted up to the 20% level already. So they need to continue to acquire by legislative requirements, additional renewables. Now having said that though, we are currently in a period of low price natural gas, because of that low price natural gas there is the ability to buy power in the very near-term, in the next – the belief is in the next 1 year or 2 years at very low prices and so that’s cause them to not be as anxious or in a rush. Now having said that though, not all of them are taking that same approach, we are in active discussions with many of them. Some of them have formal bid solicitation processes where they go out like the recent one did, with a request for bid. We respond to it, you wait and then you are advised whether or not you have been selected. Others allow bilateral negotiations where they will sit down at the table with you and just negotiate the terms of the agreement. So it really depends on the entity and it really depends on their timing. Unfortunately, we are not in the driver seat on the timing they are. And they do it as their needs or their procurement cycle allows. Gerry Sweeney Got it, that’s helpful. I appreciate it. And then just one more question on the Geysers, assuming you get the conditional use permit, you won’t start construction until you have a PPA in hand, is that correct, is that the right way to look at that? Dennis Gilles That’s correct. Construction will not start, really than three key critical items for starting the construction on the project. One of them was the transmission interconnection agreement, which could have taken anywhere from 2 years to 5 years to obtain. So having that out of the way is a very critical element. The next key element is the conditional use permit and that depending on public opposition, depending on need, depending on community views and depending on environmental impacts and whatnot, could never occur or could occur over a period of say 2 years or to 4 years. And we are right at the dotting the Is and crossing the Ts on that, that as Doug mentioned, we expect to hear definitely this quarter. So at least that our belief, it’s that this quarter that’s what we are being told. So the third piece, the third leg of the stool then is the power purchase agreement. And we really couldn’t provide at a firm date and tell you, have the transmission interconnection, so we could have initial discussions, but we weren’t able to have detailed discussions or provide detailed pricing until we had that out of the way. So those discussions are ongoing now. So all three need to be done before construction can start. Gerry Sweeney Got it. So the transmission interconnection agreement really opened open up the negotiation of bidding process? Dennis Gilles That’s correct. Gerry Sweeney Okay. Thank you very much. Dennis Gilles Thanks Gerry. Operator And our next question comes from the line of Jonathan Lo from Raymond James. Please proceed with your question. Jonathan Lo Actually most of my questions have been answered. But just on a potential dividend, how are you guys looking at that in the future? Dennis Gilles Dividend is something that we have looked at and continued to look at. One of the things that would probably need to occur given our share price at some point, before we would consider a dividend is a share consolidation and we would probably do that in concert with a significant event, we just put the current share price that we have any dividend that would be offered in order to do a dividend with the income that the company has, it would be a small fraction of a cent, which is just I don’t know, I think it’s too complicated. So in that’s a down the road item, it’s not something that’s immediately envisioned, but it is something as long as we continue, which we don’t see any reason why wouldn’t to be a profitable company than that something that is out in the future. Right now our primary focus though with the cash that we are generating though is reinvesting it into the growth opportunities. Jonathan Lo And then similar to earlier question, on the PPA opportunities in California, are there many of them there? Dennis Gilles Yes. We are in discussion with the numerous companies. I can’t give the names of the companies or the exact number, but it’s not just a single company, it’s multiple companies. Jonathan Lo That’s all for me. Thanks. Dennis Gilles And something to point out to Jonathan, in California, while California is a market for our – clearly, a market for our Geysers project, which is located in California, it’s also a market for our other projects. California is in the process of changing its independent system operator from a single state to basically the Western United States and that’s forecast to occur over the next several years and be in place I think by the end of 2018. Our anticipated online date for many of our projects is out there in that same timeframe. So, projects in Nevada, Oregon, Idaho would all be then eligible to generate to meet the requirements of that broader electric grid, which is not – which currently is the California grid, but it would be expanded to the Western United States. So, when we have discussions with these counterparties, we are not just discussing our Geysers opportunity is my point. Operator And our final question comes from the line of Chip Richardson from Wedbush Securities. Please proceed. Chip Richardson Hello. I was just wondering it seems like you spent quite a bit of money on Marathon exploration. Can you give us any kind of color on how that went? It seems like it was awfully expensive for the periods of time involved? Dennis Gilles Yes, it was expensive. But the information that we received, we found to be very beneficial at least the board yet in assessing what they believed to be the value of the company. With that information in hand and looking at what opportunities we had available to us, the special committee concluded that staying the course was in fact the best grout. But the view of the special committee was it was a valuable exercise and worth the cost that was expanded in order to do the exercise. Chip Richardson Okay. Also, we have a big new shareholder who is acquired I guess in the neighborhood of 12 million shares, can you characterize the company’s relationship with the investor and how that’s going? Dennis Gilles Yes. And Chip, I do want to point out besides that one, we also have another, we have – that was James Atlas, we also have Bradley Radoff, who has accumulated 5.6 million shares. And so collectively between them, you have got almost 18 million shares held out of our 111 million. So, a pretty good portion of the company. They have been – they both share the same address in Houston. So, I am not sure what their affiliation with each other is, but we do know that, that is a minimum. Now, having said that, both of them in any calls that they had with us have been very cordial, they like the company, they like its direction, they like its management, they like the opportunities that they see ahead. Again, what’s their specific motive, what’s their specific interest beyond that, we have no idea. All we know is they like what they have seen and they are very supportive in their discussions. Chip Richardson Anything to add to that? Dennis Gilles No, I think it’s at least what we have heard is they saw the company has been undervalued when they first started buying and then they kept flying. And they like the long-term strategy that the company has. So, short of that, we have got a good relationship with them. And at this point, we look forward to having them as shareholders. Chip Richardson Great. I certainly concur that the stock continues to be undervalued. And now that what you guys are doing has been very positive and just hopefully can keep going and accelerate the growth? Dennis Gilles Well, that’s our hope as well, Chip. Doug Glaspey Yes, thanks Chip. Chip Richardson You are welcome. Thank you. Operator Gentlemen, there no further questions at this time. I will turn the conference back over to you for any closing remarks. Dennis Gilles Well, great. I want to thank everybody for your continued support of the company. As Chip noted, we wished these opportunities would happen more quickly, but we don’t see the opportunities falling away. They continue to be there. We are excited about those opportunities and the growth that they bring for the company. Similar to our Goldman acquisition, we are looking for in the short-term ways of increasing near-term value. We spent a considerable amount of time and attention trying to increase the visibility of the company. We are often told as we meet with perspective shareholders and they look at our company and they look at the long-term contracted cash flows that they see very minimal downside exposure and they see very large upside potential. That’s how we consider ourselves and we look forward to what lies ahead for the company. And thank you for your continued support. And with that, we will bring the call to an end. Thanks, operator. Operator Thank you everyone. Ladies and gentlemen, this does conclude today’s teleconference. We thank you for your time and participation today. You may disconnect your lines at this time and have a wonderful rest of your day. Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. 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Consolidated Water’s (CWCO) CEO Rick McTaggart on Q1 2016 Results – Earnings Call Transcript

Consolidated Water Co. Ltd. (NASDAQ: CWCO ) Q1 2016 Earnings Conference Call May 11, 2016, 11:00 am ET Executives Rick McTaggart – CEO & President David Sasnett – CFO Analysts Michael Gaugler – Janney Montgomery Scott Gerry Sweeney – ROTH Capital Blake Todd – Two Oaks Management John Bair – Ascend Wealth Advisors Operator Good morning, and welcome to the Consolidated Water Company’s First Quarter 2016 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions]. After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions]. Please note this event is being recorded. The information that will be provided in this conference call includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Including but not limited to statements regarding the company’s future revenues, future plans, objectives, expectations, and events, assumptions, and estimates. Forward-looking statements can be identified by use of the word or phrases well, likely result, are expected to, will continue, estimate, project, potential, belief, plan, anticipate, expect, intend, or similar expressions and variations of such words. Statements that are not historical facts are based on the company’s current expectations, beliefs, assumptions, estimates, forecasts, and projections for its business and the industry and markets related to its business. Any forward-looking statements made during this conference call are not guarantees of future performance and involves certain risks, uncertainties, and assumptions which are difficult to predict. Actual outcomes and results may differ materially from what is expressed in such forward-looking statements. Important factors which may affect these actual outcomes and results include without limitation tourism and weather conditions in the areas the company serves, the economies of the U.S. and other countries in which the company conducts business, the company’s relationships with the government it serves, regulatory matters including resolution of the negotiations for the renewal of the company’s retail license on Grand Cayman. The company’s ability to successfully enter new markets including Mexico, Asia and the United States and other factors including those Risk Factors set forth under Part one item 1a Risk Factors in the company’s Annual Report on Form 10-K. Any forward-looking statements made during this conference call speak as of today’s date. The company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements made during this conference call to reflect any change in its expectations with regard there to or any change in events. Conditions or circumstances on which any forward looking statement is based except as it may be required by law. I would now like to turn the conference over to Rick McTaggart, CEO and President. Please go ahead. Rick McTaggart Thank you, Gail. Good morning, ladies and gentlemen. Thank you for joining us today on this call, our CFO, David Sasnett is also joining me on the call from our Florida offices. Net income of the company this past quarter increased to approximately $2.05 million compared to $1.92 million during the first quarter of 2015. Consolidated gross profit during this past quarter was consistent with the first quarter of last year at approximately $6.1 million in spite of a decline of consolidated revenues of approximately $600,000 due to lower energy pass-through charges in January 2016 4.4% downward base rate adjustment in our retail business. This decline was partially offset by the addition of approximately six weeks in revenues from our newly acquired subsidiary Aerex Industries, Inc. which was purchased in mid-February. Other factors that impacted net income this past quarter were firstly an increase in general and administrative expenses of approximately $550,000. This was due primarily to legal costs related to the EWG litigation in Mexico and the United States and costs related to the acquisition of our 51% interest in Aerex. So just to keep in mind the cost of acquiring doing due-diligence that sort of thing were expensed this past quarter in relation to Aerex. And secondly, the impairment charge we recorded for our investment in our BBI affiliate as result of winding down of its Bar Bay contract decreased by $260,000 as compared to the first quarter of 2015. Our retail segment gross profit this past quarter remained consistent with first quarter of last year at approximately $3.35 million in spite of lower revenues due to lower energy pass-through charges and a base rate reduction noted earlier. These base rate reductions were partially offset by an increase in volume sales in our retail segment of approximately 5% during this past quarter compared to last year. Typically lower rainfall and higher tourism arrivals have tended in the past to increase our water volume sales in Grand Cayman. And according to the National Weather Service Data for this past quarter, rainfall was only about 60% of the rainfall that was recorded in the first quarter of 2015. Other tourist arrivals during the first quarter this year were down slightly by 2.45% compared to the first quarter of last year. So we tend to indicate that rainfall was the underlying cause of our — lower rainfalls the underlying cause of our retail segment performance. Earlier this year we noticed that our — sorry we received notice that our Cayman retail license have been extended to June 30 of this year to facilitate ongoing negotiations for a new license and we are currently waiting to receive the fully executed license amendment from the government. These ongoing negotiations continue to be productive and cordial. Gross profit generated by our bulk segment declined by $200,000 this past quarter compared to the first quarter of 2015 due to lower revenues of approximately $1.1 million. These lower revenues were due in part to a significant decrease in the prices of diesel fuel and electricity from 2015 to 2016 which reduced the energy component of our bulk rates and in addition to that, we noted in earlier filings that our fees that we charge for delivering water to the Water Authority from the North Sound plant in Grand Cayman decreased in the second quarter of last year due to contract extension that we received. This bulk segment gross profit decline was mainly attributable as I mentioned to our Bahamas and Grand Cayman bulk operations. While our belief is bulk operation gross profit this past quarter remain consistent with the first quarter of last year at approximately $315,000. Our service segment generated a gross profit of approximately $181,000 this past quarter compared to a loss of a $137,000 in the first quarter of 2015, and this is on higher revenues of approximately $650,000 due to our 51% acquisition of Aerex in mid-February of this year. On February 11, as we have noted we acquired a 51% interest in Aerex for approximately $7.7 million in cash. On April 28, we filed an amended Form 8-K which included the 2015 audited financial statements of Aerex as well as unaudited consolidated pro forma results of the company in Aerex for 2015. We are very excited about this acquisition which gives us access to the U.S. membrane water treatment equipment market and provides a platform to potentially expand our traditional design build operate water treatment business into the U.S. market. We’re already seen one large desalination plant in California completed under a design build operate contract and we are aware of others that are being considered in California and Texas. We believe that the current membrane water filtration market size of approximately $200 million in 2016 provides us with ample opportunity to expand the Aerex business using our more than 40 years of knowledge, designing, building, and operating this type of equipment. And in addition to that, as I mentioned, we see the added value of expanding our traditional build and operate business into the U.S. We’ve historically bought equipment ourselves from Aerex and its competitors and are therefore familiar with the competition from a customer perspective. And as a final comment, investors should keep in mind that due to the nature of Aerex’s business, we expect its revenues will fluctuate more than the revenues that we have historically generated under our long-term water supply contracts and utility license. Just looking at our projects, on April 21 of this year, we reached another significant milestone in the development of our 100 million gallon per day seawater desalination plant in Mexico with the submission to the State of Baja California of our binding tender offer to design, build and operate this plant for 37 years. We believe that our proposal is very competitive and it reflects our deep knowledge of a project that we have been developing for quite some time. The State of Baja California accepted two other proposals, in addition to ours, and intends to announce the results of its technical evaluation next Friday, on May 20, at which time the financial proposals of all the technically compliant bidders will be publically disclosed. So we will keep investors apprised of any developments regarding this very important project. So Gail, with that I would like to just open the call up for questions. Question-and-Answer Session Operator We will now begin the question-and-answer session. [Operator Instructions]. The first question comes from Michael Gaugler of Janney Montgomery Scott. Please go ahead. Michael Gaugler Good morning everyone. Rick McTaggart Hey Mike how are you? Michael Gaugler Good. Rick you mentioned that California and Texas as really the markets for Aerex on a go-forward basis. I’m just wondering would there be anything to preclude Aerex from befitting from Rosarito if you are ultimately selected as the developer of that project? Rick McTaggart Absolutely not I mean we definitely have that in mind. Michael Gaugler Okay. That was really all I had. Thanks. Rick McTaggart Thanks Mike. Operator Our next question comes from Gerry Sweeney of ROTH Capital. Please go ahead. Gerry Sweeney Hey good morning guys. Thank you for taking my call. Rick McTaggart Sure, Gerry. How are you? Gerry Sweeney Doing well, thanks Rick. A question on the bulk side, the revenue coming down, you talked specifically about just general reduced energy cost flowing through. How — I’m curious as to how volumes have been on that side of the business? Rick McTaggart Actually in Grand Cayman we saw a slight increase in volumes this past quarter in the Bahamas I think it’s been fairly consistent. We’ve mentioned over the last couple of years that the government there in the Bahamas has been — has undertaken a loss reduction program. So they’re staying around the minimum volumes now for that business. David Sasnett Gerry, I just wanted to add that volumes don’t have a huge impacts on our bulk business they are much more relevant to the retail side of our operations because our bulk contracts have minimum take or pay arrangements. So incremental volumes above the minimum probably contribute to gross profit don’t have the huge impact on gross profit. They don’t have the impact on gross profit let’s say an increase in volume has in the retail segment. Gerry Sweeney Got it, it’s a good point. Also I know you talked about I think in the Bahamas at some point they were trending down towards the take or pay level and there potentially could be some opportunity for the Bahamas government to expand some of that bulk business into other areas that may need water. I mean it was a little bit of a corporate ended statement but just curious if there was an opportunity on that front at all for the future? Rick McTaggart Well my understanding is that the government is interested in encouraging more people to connect. The actual connection rate in that side I think is quite low compared to other jurisdictions that we operate in. I don’t remember the exact percentages but I think it’s somewhere less than 50% in the households are connected to the public water supply there so. There is an opportunity to encourage people to connect to the more reliable source and there is a big development there that’s — the Bahamas development that and the government has its sights on supplying them as well but that I think it’s been in the news quite extensively that that project is having some issues itself so. Gerry Sweeney Got it. And then just a couple of quick housekeeping items. I assume energy cost impact stabilize, if not down back a little bit so, is it fair to say that we’re done with some of that energy pass-through declines? Rick McTaggart Well, you tell me, I don’t know how the energy market is going to go over the next year or so but I mean seems to me there is opportunity for it to go up. Gerry Sweeney Yes, I mean on a look back basis over the last quarter it seems to have stabilized so. Rick McTaggart Yes. Gerry Sweeney And then could you just go over that the G&A I think you mentioned it shift around by $550,000 it sounds like there was a couple puts and takes in their little less on the impairment charge but a little bit more on some of the other charges that gets around acquisition and some — wasn’t sure if there was something else. If you could just spend 30 seconds on that just so I think cost might be — David Sasnett You want me to take this Rick? Rick McTaggart Yes, you can do. You go ahead. David Sasnett Well, first of all we have the incremental G&A expenses from the Aerex acquisition for the six week period well they were included in our results. Then we also have the incremental expenses associated with the litigation in Mexico that was raised by EWG. And so, and then we had some acquisition cost and under current GAAP. The legal fees that you incurred and the accounting fees things like that and under previous accounting guidance you could capitalize this cost but years ago they changed the guidance, so all that stuff is expensed by us. So really those things the Aerex G&A increase obviously will be there going forward and they encourage general and administrative expenses that will be incorporated in our results through the rest of this year. With respect to the legal fees, we incurred with the Mexico I don’t know if we could predict how that will go. And then obviously we won’t have incremental expenses associated with the Aerex acquisition now that has been closed. So hopefully that’s helpful to you. Gerry Sweeney Yes and I mean what I was really trying to get out, what is baseline G&A, I mean what was the litigation cost and what were the acquisition cost provided from that? David Sasnett We disclosed if you’ll take a look in the 10-Q. Gerry Sweeney Yes. David Sasnett There is a discussion of the litigation both in the footnotes to the financials and is disclosed in the MD&A section and the exact amount of legal fees that we incurred for that litigation were disclosed therein. So you can take a look at that. Gerry Sweeney Okay, appreciated. Thank you. That’s all from my end. Rick McTaggart Thanks Gerry. Operator Our next call comes from — question comes from Blake Todd of Two Oaks Management. Please go ahead. Blake Todd Good morning guys. Rick McTaggart Good morning. How are you? Blake Todd Doing great. In your press release you talked about the proposal that you put to Mexico and there is three entities that you say that did it. And could you explain what those three different entities were that did the proposal? Rick McTaggart Yes, it’s public information I mean they ourselves obviously which it was a consortium consisting of NSCR well which is our subsidiary, Newwater which is a Singapore company and Degrémont — Suez Degrémont which is a one of the largest water companies in the world. So the three of us is consortium, the other group is essentially Hyflux out of Singapore and the third group is Aqualia out of Spain. Blake Todd And we know or have you will this be part of the disclosures when we get into the financial as to what percentage ownership each piece will have? Rick McTaggart Well, I mean what we’ve disclosed in the past is that we expect to make our long-term revenues through 15% equity interest in the project and/or less and service fees we’re providing operational services to the plant and the distribution and the pipeline there, so that’s as much as, as we can tell you at this point. I mean all the financials information is still undisclosed by the client or anything like that. So we don’t know what the rates are that the competitors have charged and we’re certainly not going to disclose ours right now. Blake Todd And then one last thing May 20, Mexico comes back and says these particular bids are technically feasible. I’m assuming that they will then ask for proposals from one or three of you for the financing; is that correct? Rick McTaggart That was all submitted on the 21 of April. So it was in two packages and they don’t open the financial package until they determine whether the proposal is technically compliant. Blake Todd Super. Thank you for the color. Rick McTaggart Sure. No problem. Operator [Operator Instructions]. Our next question comes from John Bair of Ascend Wealth Advisors. Please go ahead. John Bair Thank you. One of my questions was just answered; the other one is that you would kindly shed some light on what’s going on in Bali these days for you? Rick McTaggart David, do you want to take on that? David Sasnett Yes, things in Bali haven’t changed. The local economy is surely not doing very well there. And as a result, our sales volumes has actually declined in the first quarter this year as compared to first quarter last year. We’re in the process as we said at the moment, as we said in the Q; we’re trying to find a partner there. We still believe that the price — the markets has got a great potential. But at the moment we’d like to bring in a partner that would help us deal with the ongoing losses that we have and a party that could really market properly to the local hotels and to the government itself. So, I mean ultimately if we don’t find a partner we will have to take some kind of impairment charge against these assets and we’ve talked about that openly both in the Risk Factors of our Q and in the discussion in the retail segment the MD&A. But we think the project itself and the market have a lot of potential when we think it’s — it would be an attractive investment for some party and so we’re marketing it now and we’ll see how that goes. I can’t tell you that the entire Indonesian economy and also they’re approached to their water assets is somewhat confusing to us because when we first entered the Bali market years ago they had a water crisis at that time and it’s only grown worse and they continue to tap into the fresh water aqua for there and with long-term disaster results for them the government there seems almost unable to address the issue. So hopefully they will come around and realize the importance of desal, we have actually talked to the Water Utility there at times and they have been very interested in doing something with us but nothing seems to happen there. It’s always difficult reaching a deal with any government and it seems to be the more so in Bali. But like I said we still believe in the market and we’re hopeful that we could find a partner that would help us not only build out that plant but also grow the business there but we’ll just have to see how it goes. John Bair So if I’m hearing you correctly, you would still retain an interest in the project; is that correct? Rick McTaggart Yes. David Sasnett Yes the ideal situation for us would be to continue to remain a partner but to also use our expertise in the capital of our new partner to build additional plants and the entire Indonesian market needs desal is just getting them to pull the trigger on it, getting them to actually take actions seems to be the impediment there. Operator [Operator Instructions]. As there are no further questions, this concludes our question-and-answer session. I would like to turn the conference back over to Rick McTaggart for any closing remarks. Rick McTaggart Yes, thanks Gail. Just wanted to thank everybody again for joining today and look forward to speaking with you again in August to discuss our second quarter results. Thank you. Operator The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect. Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. (Until now investors have had to pay thousands of dollars in subscription fees for transcripts.) So our reproduction policy is as follows: You may quote up to 400 words of any transcript on the condition that you attribute the transcript to Seeking Alpha and either link to the original transcript or to www.SeekingAlpha.com. All other use is prohibited. THE INFORMATION CONTAINED HERE IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY’S CONFERENCE CALL, CONFERENCE PRESENTATION OR OTHER AUDIO PRESENTATION, AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE AUDIO PRESENTATIONS. IN NO WAY DOES SEEKING ALPHA ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY’S AUDIO PRESENTATION ITSELF AND THE APPLICABLE COMPANY’S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS. If you have any additional questions about our online transcripts, please contact us at: transcripts@seekingalpha.com . Thank you!

E.ON’s (ENAKF) Q1 2016 Results – Earnings Call Transcript

E.ON SE ( OTCQX:ENAKF ) Q1 2016 Earnings Conference Call May 11, 2016 5:00 AM ET Executives Florian Flossmann – Head, Investor Relations Michael Sen – Chief Financial Officer Analysts Deepa Venkateswaran – Bernstein Peter Bisztyga – Bank of America Andreas Thielen – MainFirst Ingo Becker – Kepler Cheuvreux Operator Dear ladies and gentlemen, welcome to the E.ON’s First Quarter Results 2016. At our customer’s request, this conference will be recorded. [Operator Instructions] May I now hand you over to Florian Flossmann who will lead you through this conference. Please go ahead, sir. Florian Flossmann Good morning, everyone and welcome to our first quarter call. Our financial information was published 7:30 this morning and the files can be downloaded from our website. I am joined in today’s call by our Chief Financial Officer, Michael Sen. Again straightforward Michael will lead you through our Q1 results, followed by a Q&A session. And with that, Michael, I would like to turn it over to you. Michael Sen Thank you, Florian. Good morning, everybody and a warm welcome also from my side and I would also like to welcome Florian on board as new Head of IR. We also like to thank Anke who is now moving to an operational role and there are high hopes from all of us when she is leading UK as the CFO. And I am very happy to have Florian in the team who also has Investor Relations background. So, good morning again to our Q1 earnings call. It was good to see all of you at the Capital Markets Day in London two weeks ago and believe me I am fully aware that we made you digest a lot of information. At the same time, I was very pleased to hear in investor meetings and to read in various reports that our message seems to have been pretty well understood by the market. As I repeatedly said, it’s all about focus, discipline and striving and exactly in that order. It implies a rigorous management of our operating costs, strong focus on a healthy balance sheet, efficient CapEx budgets and stringent capital allocation driven by a strong return and bottom line focus. Our new financial framework that was presented to you at our Capital Markets Day will ensure this. And of course, transparency is key for us as we want the market to be able to understand our thoughts and to measure our performance clearly. Having said this, I am looking forward to meet many more of our investors on the road in the following days and weeks. On the same day, we hosted the Capital Markets Day. We also send out the invitation to our AGM and the so-called spin-off report. With this, we achieved a very important milestone on our way to a successful spin of Uniper. Just a day later, the so-called KFK, the commission, as we call it, published its recommendation on the funding of nuclear waste liabilities. Naturally, this was the topic on our road shows and I will give more color on this in a few minutes. Before I do that, let me summarize the key points of the Q1 results. As a reminder, we now have to mentally switch back to the old E.ON and the existing reporting structure. This will be the last time assuming a positive vote on the AGM. With Q2, we would then start reporting into new structure as I laid out in London. EBITDA in Q1 fiscal ‘16 came in at €3.1 billion, while underlying net income came in at €1.3 billion. Both figures were thus significantly above last year’s levels. However, both line items benefited significantly by the one-off effect in relation to the agreement reached with Gazprom, which masked the effects of the ongoing challenges in our operating environment. Excluding this effect, EBITDA and underlying net income would have been below the levels of prior year. The quarter was in line with our updated full year guidance from March 29. Hence, it should not be a surprise that we confirm our outlook to-date. Please keep in mind what I have said in London, this outlook is valid for E.ON SE as it stands today. We have published an outlook for future E.ON at our Capital Markets Day, which reflects the changed company setup and the different scope of the portfolio. Post the AGM, the outlook for future E.ON will be applicable. In Q1 fiscal ‘16, we have been able to reduce economic net debt by €1 billion over Q4 fiscal ‘15 despite the €1.5 billion increase in pension provisions. This is obviously and predominantly driven by our strong operating cash flow with an exceptionally high cash conversion rate of 92%. In addition, seasonal effect such as the fact that we spent less than 20% of our full year CapEx budget in Q1 or the very fact that our dividend payment occurs later in the year contributed to the positive net debt development in the quarter. This trend should not necessarily be extrapolated for the remainder of the year. Before we look at Q1 in detail, I want to spend a few minutes on the recently published KFK recommendations. The commission recommends a clear split of responsibility between the government and the operators which we welcome. The operators should continue to be responsible for the decommissioning and dismantling of nuclear stations with all chances and risks. From our point of view, this is the process similar to a large investment project and is well controllable. Our clear aim is to industrialize the process leveraging our know-how from decommissioning two stations in the past and thus manage our resources in the most efficient possible ways. On the other hand, the commission has recommended that the government will take over all operational and financial responsibility for the storage related issues. This includes intermediate as well as long-term storage. According to KFK, the operators need to provide the funding for the face value of the waste-related provisions, which for the industry as a whole amount to €17 billion. In addition, the recommendation foresees a 35% risk premium for the industry. This is equivalent to a payment of €6 billion. With the payment of the risk premium, the waste-related liabilities would be transferred to the government and thus the operators would be completely de-risked. Overall, we believe the recommendation has positive aspects, but also contains elements which represent a large challenge to us. Firstly, it is good to see a proposal that could once and for all get this topic off our table. Also, we see the scope of the recommendation as sensible. I also want to highlight the optionality, which the commission is giving all of us. It is left to the operators to decide whether to pay the premium. This means we could opt not to pay the premium. However, only upon payment off the premium, we would be de-risked, i.e., off the hook of what is otherwise and this is very important to remember an uncapped liability over the next 100 to 150 years. However, there are also items in the proposal that we see as challenging. The premium of 35% is very high, especially considering the fact that German operators have the highest provision for decommissioning and dismantling around the globe. A fact that was also confirmed by the stress test of the government and published in many reports, for example, from rating agencies. I also want to make you aware of the following. The industry-wide figure of €17 billion stems from the stress test report and is normalized across all companies. The equivalent for E.ON is roughly €8 billion amount. In an initial assessment, we expect that premium for us could be at around €2 billion. This of course puts a severe additional burden on E.ON and our balance sheet. During the Capital Markets Day, I already presented this slide, which clearly lays out what I called mental framework on how we intend to deal with the many uncertainties of our environment. As I have already outlined at the day as sizable premium would qualify for us as being in a special situation that could require capital measures. At the time, we did not know how punitive the premium would be. Having more clarity now, I confirm my statement next to necessary OpEx and CapEx costs which will impact our growth perspectives, I cannot rule out an equity measure maybe required going forward. However and this is important, please do not expect us to act in an uncoordinated or overly hasty fashion. We need first of all to completely understand all the aspects of the KFK recommendation first and then discuss the details and open questions with the government. Only thereafter we would be in a position to thoroughly assess the impact on our financial in all details. We currently see three main aspects to consider. First, liquidity, with nearly €14 billion of cash and cash equivalents on our balance sheet at the end of Q1, we see cash as less of an immediate issue for us. On the other hand, the premium would go directly against our equity and further weaken our balance sheet. We also need to consider the impact on our credit metrics and our rating. So far, the rating agencies apply a discount to our nuclear provisions equivalent to roughly 30% when calculating the relevant credit metrics. If we were to agree to a solution with the government, there would be no reason left for a discount on the waste related provisions. How the discount for the remaining provisions would be treated is not clear at the moment and will have to be determined by the rating agencies? Of course, our remaining provisions remain pretty conservative and will be funded only over a very longer period of time that is taking duration and quite substantial duration into consideration. That being said, it is factually clear that the business profile of future E.ON is more stable, robust and has a significantly higher visibility compared to E.ON pre-spin. That together with a prudent financial policy should also be taken into consideration by the agencies. We have made our point very clear in the last couple of weeks and days vis-à-vis the agencies, it remains to be seen on how they decide on those factual issues. Lastly, there is another unknown in the nuclear equation, the outcome of our legal proceedings against the nuclear fuel tax, which has a value of roughly €3 billion pre-tax. The German Constitutional Court is expected to rule on this one over the course of this year. While there is not a direct link to the recommendation by the KFK, a positive outcome could of course be beneficial to our balance sheet and provide additional sources of funds. So, we need to completely understand all aspects of the nuclear equation before deciding on the appropriate response. So, when all facts are on the table which will be later this year, we know exactly what to do. Although the magnitude of the premium would add significant financial strain on us, we are interested in finding a solution together with the government on the basis of the KFK recommendation. Moving to a chart that should be very familiar to all of you, you can see that the Capital Markets Day on April 26 we achieved another critical milestone in our spin-off process. On the same day, we published the invitation to our AGM and the so-called spin-off report. With this, we achieved yet again very important milestones on our way to the spin-off of a majority stake of Uniper. In June, Uniper intends to start the prospective filing procedure with the German financial regulator, BaFin, the next milestone obviously then is the AGM on June 8. Assuming a positive vote from our shareholders, we expect Uniper’s listing for the second half of 2016. Thus the overall schedule stays unchanged and the spin-off preparation remains on track. Turning to Q1, now let me quickly run you through the core drivers behind the EBITDA development in Q1 ‘16. We anticipate that this will be the last time we report in this format as already being said at the beginning of the meeting. EBITDA Q1 came in at €3.1 billion, an increase of roughly €200 million over prior year or 11%. I want to highlight again that our Q1 performance is largely dominated by the agreement with Gazprom, the resulting significant positive one-off is masking the challenging underlying business performance. Excluding this positive one-off effect, EBITDA would have been below prior year. The single biggest driver in Q1 was the global commodities business, which will ultimately belong to Uniper. Here, EBITDA was up €600 million over Q1 ‘15 driven by the just mentioned positive one-off of roughly €400 million stemming from Gazprom. In addition, we saw positive effects from improved gas optimization profitability and reduced losses from the hedging of transfer generation volumes. We have seen incremental earnings by adding new capacities, namely our offshore wind farms, Amrumbank and Humber. Together with the COD of Maasvlakte, they contributed a total of €100 million positive year-over-year. Overall, we had another €200 million positive contributions summarized under other. Most prominent effect there is our other EU segment, which saw an increase of more than €100 million driven by a mix of things. The start of new regulatory periods in Sweden and Czechia in our distribution business, improved weather conditions in Sweden business, the absence of storm costs and in particular organic improvements across the sales businesses in various regions, all contributed to this increase. This effect amongst other factors was able to overcompensate the volume and price related decline in EBITDA from our Yuzhno Russkoye gas field reported in the E&P segment. Remember that 2016 is a makeup year, where we received less gas than normal due to higher deliveries in the past. On the negative side, a large driver weighing on EBITDA came from disposals with €300 million. This is mainly related to the disposal of our Norwegian E&P business, which we sold in Q4 as well as the conventional and renewable generation assets in Spain and Italy. As a side comment, you may have seen that we have also closed the sale of our UK E&P business at the end of April. EBITDA from our power portfolio declined by roughly €300 million as well. Prices account for roughly 70% of the decline as the achieved outright power prices for Central Europe and Nordic declined between €8 to €9 per megawatt hour versus 2015. Lower volumes obviously also played a decisive role, especially within nuclear we all know about the shutdown of Grafenrheinfeld around the mid-time of 2015. E.ON Russia recorded an EBITDA decline of €100 million during this quarter. This is due to a negative one-off effect in relation to the accident in our Beresovskaja 3 unit. As a result of the fire, we had to reduce the carrying amount of the boiler value. We booked this charge in EBITDA to be consistent with the expected insurance payment which would then also be booked in EBITDA and offset the impairments if and when it comes. As you can see on Page 6, the €200 million increase in EBITDA was amplified by lower depreciation charges and a lower tax rate in our underlying net income, which increased nearly €300 million over the prior year. Our depreciation line came down by almost €200 million driven by previously mentioned disposals on top of the sizable impairments we had to book in 2015 also less to lower depreciation. Our tax rate was 23% in Q1 fiscal ‘16 thus slightly lower than the 26% in Q1 2015. Net debt declined by €1 billion over year end despite €1.5 billion increase in our pension provision, which I alluded to already in London, which is primarily driven by a decrease in interest rates over Q4 fiscal ‘15. The seasonally driven strong operating cash flow of €2.8 billion was able to really more than offset the pension effect. The cash conversion rate in Q1 ‘16 was unusually strong with 92%. Operating cash flow came in at €2.8 billion, up €300 million vis-à-vis Q1 ‘15. Key drivers were the usual seasonality of the gas business in Q1 and in addition phasing effects from working capital. Overall, the effect was roughly €600 million. Having said this, we would expect a more normal cash conversion ratio for the remainder of the year. In particular, I want to remind all of us that the cash settlement of Gazprom is due in Q2. Actually, we already paid out the appropriate amount to Gazprom. It is also worthwhile to highlight CapEx spending, which is seasonally the lowest in Q1, with only €700 million less than 20% of our full year budget was spent in Q1, which supported the positive economic net debt development in that very quarter. This, however, means that 80% of our CapEx budget is yet to come in the remaining quarters in addition to our dividend payment as well as the settlement with Gazprom, which is due in Q2. This will all have its weighing effects on the economic net debt as we move forward in fiscal ‘16. Q1 results were in line with the guidance for fiscal ‘16 which we updated in March 29 following the agreement with Gazprom. We confirmed this guidance for E.ON growing concern today. However, please bear in mind that this is the guidance for E.ON in its current structure, which we have reported in its current structure hopefully for the last time today. Assuming a positive vote at the AGM on June 8, we will report future E.ON for Q2 in its new setup. Thus the guidance confirmed today will no longer be applicable to the changed scope, but the guidance we have given for future E.ON at our Capital Markets Day will from then on apply. However, given the fact that the guidance of future E.ON reflects solely the change in scope of the business portfolio, it should be considered consistent with also guidance for E.ON as going concept. Thus we also confirm the guidance for future E.ON to-date. With that I would like to hand it over to Florian and we open up the Q&A. Florian Flossmann Thank you very much, Michael. And let’s now start with the Q&A session. So just everybody has fair chance, I would like to ask you to limit yourself to two questions each. Operator let’s start first question please. Question-and-Answer Session Operator Thank you. Now we will begin our question-and-answer session. [Operator Instructions] Your first question is from the line of Deepa Venkateswaran of Bernstein. Please go ahead. Deepa Venkateswaran Thank you so much. Two questions, firstly just to clarify the number that you gave on what you would expect to transfer to the commission the €10 billion number, which is €8 billion plus €2 billion premium. I was just wondering the €2 billion doesn’t exactly square to the 35%, so I am wondering if I am missing anything in the rounding. Secondly on the sort of an equity raise which you sort of talked about, I was wondering if the amount of equity raise that you might consider in the event that you don’t win the nuclear fuel tax is it roughly equal to the amount of premium and are you considering hybrids or any other asset sales as part of this package or would you jump directly to the last bucket in your priority of orders before kind of maybe tackling more easy thing such as hybrids? Thank you. Michael Sen Yes. Hi Deepa, warm welcome from my side. First of all, you are absolutely right with your first question that it doesn’t square to the 35%. And this is important to understand what the commission has published our industry average numbers, industry average numbers based on 2014 accounts. So now each and every company has to find out what it really means for the individual company itself. We are doing that exercise and that’s why I already shared with you the first sort of ballpark numbers. And the very reason why that does not as you say square to 35% is that we conservatively account for our accruals or provision. If you – remember that whole debate on the real interest rate we had a couple of months ago, European peers having 1.1, 1.2, we are pretty conservative here we are at 0.9. And this is still conservative we were even at that point in time 0.7 and that is the reason why it doesn’t square to 35%, right. But this is what needs to be done now that you exactly find out what it means for you not only based on what the commission recommended, but if that process goes further along the line then it is obviously important what the government makes out of it because there are many parts which are still not clear yet. Only if they are clear, then we know what the real number is. I just shared with you ballpark numbers and on top of it and Johannes mentioned that during the road show we not only want the government to make a law, we also want to have a contract because that gives more certainty for us going forward. On the equity, well, you had it right that we need to wait what are other sources of funds. We took the first step that we now know how punitive the premium is. And I think it is pretty punitive, that’s why we have to tap other sources. Once source could be the nuclear fuel tax, but that is not in our hand, so we have not taken that into our planning. And then capital measures would also include all measures, but I explicitly also didn’t want to rule out equity measures. What sort of or the amount would then be highly dependent on what we see the final premium actually to be and then also how rating agencies are going to treat us because that also determines how much we would retrieve and that then determines whether you would go down the line to do an ABB or something like that. But we won’t do anything rushing in the next couple of months. As we have started the journey, I will be very transparent to you guys and update you regularly when we reach the next milestone, so that you clearly know what we are doing. Hybrid is of course a topic, but it remains to be seen as alluded to in London that the hybrid capacity and I think Deepa, it was you actually asked the question might also be limited given the IFRS equity at least for one agency, which does not mean that you can go down that route. Obviously, I am also currently penciling out what the capacity is on that issue. And we reached the stage of having a special situation and that’s why we were very transparent. And OpEx and CapEx is done anyways. Okay? Deepa Venkateswaran Okay, thank you. Operator The next question is from the line of Peter Bisztyga of Bank of America. Peter Bisztyga Hi. Yes, good morning. So, first question just on this 30% equity credit you get from the rating agencies, I guess that’s about €3 billion on the €8 billion of waste provisions. Does that €3 billion fall into your sort of special situation bucket as well? So, if we are looking €3 billion loss of equity credit and €2 billion risk premium, are you basically saying that your capital shortfall is €5 billion? That’s my sort of first question. Michael Sen Go ahead, Peter. Peter Bisztyga Yes. And then sorry, my second question is simply would you consider delaying the payments of your risk premium? Michael Sen Yes, hi, Peter. First of all, I think it’s not advisable to add up the things. These are totally different levels, right. If an equity premium or the 30% is roughly a ballpark number, actually, they are very different methodologies how you get to the equity premium between the two agencies. Yet, it is an issue. And then that determines as to how much the gap would be, but it is not advisable to add up the two things. It is rather isolated topics, right. The discount will be gone for the part which we are going to transfer. Now, the big question is how are the agencies going to treat their remainder? If there was a credit or if there was to be a recognition of us having a prudent financial policy being conservative there and doing the needful, then there could be other ways. But I have made it very clear that the business profile from future E.ON is a totally different one, but we will see how the agencies will react and then I will comment, but don’t add up those things. I mean, this is not saying we are going to go to €5 billion, €6 billion, €7 billion what have you gap, but a gap which you are alluding to is always referring to what is your target rating, which I have been handing out in London and then at least it is more than €2 billion which you see as the premium. Right, there you are correct, but only adding them up is a little too easy. Then delaying, right, I think it is important to understand that we made two messages to the market, Johannes starting last night and then myself today. The first one is that there are a lot of positive elements in that recommendation. Because what in essence you see is that you can get that topic of your table for good. And that is a political risk, especially if you think about the final storage. Governments going forward could change their stance, their procedures on that one whenever they want. So, in essence today, we have an uncapped liability in our books there. Getting rid of that one for good, I’d say, would probably be a good argument than to pay even if it’s punitive premium. Therefore, we are having this intense dialogue and I shared my thinking with you also on the road shows saying how do you, as shareholders view this if you get this big, big risk, which is hanging over you off the table. Yes, it’s punitive, but if it’s gone for good, then I think it’s more prudent to pay it, because other than that, I don’t win anything. I transfer the liability. I transfer the respective liquidity and I am still liable for that one. That’s basically an off balance sheet liability. It’s the same as we have today that is even worse, because I don’t have the liquidity anymore. Peter Bisztyga Yes. Okay, thanks very much. Operator The next question is from the line of [indiscernible] of Societe Generale. Please go ahead. Unidentified Analyst Hi, good morning. Well, on the searching of balance sheet and credit metrics, are you a bit disappointed by the BBB- rating by S&P for Uniper. It’s not really what I think most people would associate with a comfortable investment grade rating. That’s first question. And the second one is I think this whole language on the nuclear provision debate seems to have changed from saying that if the premium is too punitive, we just won’t accept it, because the stress test quite clearly showed that the existing level is correct, a small premium that’s acceptable, but 35% certainly doesn’t really fit it. I seem to read in between the lines that now a big premium has become acceptable and I want to know what exactly has changed there over the last few months? Michael Sen Yes. First of all, if you think – taking about the Uniper rating, I mean, I think it is obvious and if you have listened to what we have been saying in the earlier calls during the course of the year, I think the tone also on the intended rating changed a little bit that what you are referring to, I think was the initial statement when we left the station in December 2014. So, I am actually not unsatisfied at all with the rating, because BBB- and stable outlook. And the Uniper management actually presented a very, very stringent plan to the rating agencies, which they shared with you guys at the Capital Markets Day, where it’s all about execution on the restructuring front and asset disposals, which should also give them the opportunity to climb up the ladder if and when they wanted and they needed. So, from that point of view, I am actually very satisfied with it, because it was a science and an art to split our balance sheet into the two companies and giving everybody the appropriate capital structure. Now, coming to the commission and the language, I mean I think it is obvious that during the whole process of negotiation, you hold your cards to your chest and it is clear and it’s still clear that our accruals are conservative. That is one of the main reasons why it doesn’t triangulate to 35%. It is conservative and they are right and rightfully reflected in the books. Yet view this as an M&A deal and a M&A transaction. If I were to tell you today and I said that by the way on road shows time and again, if I were to discuss with you, are you willing to take over my liabilities which basically have a duration, they go more than 100 years and have an unlimited liability risk on the political side, you would probably say give me a risk premium. Now, do we say the risk premium of 35% is too high? Yes, it is high, it is too high. But if it’s still the price to get it off for good, really for good and then have a clean slate if you so wish, then I think it’s worth considering it and I will be on the road again and I am getting investor feedback. The first feedback I have actually received from investors during the London road show was actually just be open and transparent on what you do and then you take it from there. So, from that point of view, this is why I mentioned capital measures are not being ruled out. Unidentified Analyst Okay, thank you. Operator The next question is from the line of [indiscernible]. Please go ahead. Unidentified Analyst Good morning, everyone. I have two questions please. The first one is on pensions, now your pension liabilities are significant, I believe they stand at €5.8 billion, you are economically under pressure. Is it time for you to go back to the unions and try to renegotiate the commitments that you have made on previous pension plans to try to do liability management on that front as well? My second question it comes back to that capital measure that you may have to do if you decided to opt-in into the premium for nuclear liability, now in the event that you decide to pay the premium and in the event that you have to do capital measures to do so, would you limit yourself to do capital measures to pay the premium or would you seize the opportunity to say you know what, we may need up to €2 billion let’s do €4 billion or €5 billion to prop up the balance sheet once and for all, would that be something you would do? Thank you. Michael Sen Yes. I mean the first one, it’s actually going by the numbers on the pension liabilities, you are correct. Second one, I think that is a little bit too overhasty, believe me we do everything on the asset liability management as such in general that’s why I told you we by the way bought Nord Stream I from Uniper to then ultimately put into the CTA, the pension trust because it bears a nice sort of a return profile going forward. But I would not deem that as one of the priority and biggest levers to go to the unions and negotiate that side of the liability. By the way I also have to say with doing the entire process of the spin they have been very cooperative. Without them we would not have gone that far. So our plans on the pension side are clear. And we are not going into the old system where we promised people fixed return so define benefit and define contribution I think it’s very clear on that one. Now, in the event we would do so, I think we need to – on the capital measures, we need to take one step at a time and then determine what is really needed. And the same with hybrid, by the way, what is the capacity which allows us to tap the market and what is the mix of measures, because obviously people also expect that we do our home works on costs, on CapEx and the like. And therefore that one determines and currently I would rule out that currently that it goes into the ballpark you have been mentioning because therefore you need totally different preconditions going through AGM again and then it gets also timing issue. Unidentified Analyst Thank you very much. Operator The next question is from the line of Andreas Thielen of MainFirst. Please go ahead. Andreas Thielen Yes. Good morning, one simple question again on the nuclear issues, you mentioned already that the nuclear fuel tax depending on the outcome could play a role in the over considerations, on that one, do you have gained any new insights on a view of – on your view regarding the possibility likelihood of a positive ruling. And secondly, how do the compensation for the nuclear exit come into play in the overall picture? Thank you. Michael Sen Yes. I can make that one short. Thanks. No, we don’t have no insight, the court said that they want to release something during this calendar year, probably from today’s point of view more late summerish. But we don’t know more. And content wise there is no logical link between first of all nuclear fuel tax, but also other court cases and what the commission has recommended how to finance the waste related liabilities. By the way the commission also had no mandate on that one because they were only dealing with how to finance the waste related liabilities. So from that point of view we are waiting and seeing what the court says on nuclear fuel tax, as I said not baked into the plan if it were to come, that obviously would then maybe limit capital measures. Andreas Thielen Alright. Thank you. Operator The next question is from the line of [indiscernible] of Jefferies. Unidentified Analyst Hi, good morning everyone. Two questions. First, can I just clarify if the final outcome of the nuclear deal is touched at there is no premium, so you only have to transfer €8 billion, in that situation, can you rule out the need for the capital measure, that’s my first question. Second, in the scenario where you do have to pay a €2 billion premium, how do we square that with your ample liquidity the point that it may have to be paid over several years and that you are planning to repay €6 billion or so of debt, I mean in that scenario would you not consider just refinancing that far than repaying and using the liquidity to pay the premium? Thank you. Michael Sen Yes. First of all that your first question, I from today’s point of view from what we know today, again we all have to remind ourselves, we just have a drafted proposal there. There is no law, there is no contract, there is nothing, it’s just a proposal. So, from where we started, we wait one further step in getting to a solution of that one. We do not deem it very prudent to say we are going to transfer the €8 billion. With that one transfer, the corresponding liquidity and then maybe not pay the premium, because then I have gained nothing, from a risk, from a rating, from what have you a X perspective, this is the same or even worse than having it today, because the liquidity is gone. I am still fully liable for that one. So, only getting out of the liability can only be done by paying the premium. Therefore, we would rather go for the premium, because let’s not forget you get it off the table for good then. That is one of the reasons why we want to have a contract next to a law. You get it off for good, which today is an unlimited liability. This is what you have to consider. If the government decided next year that they are going to kick start the next process of finding a final destination for final storage and that cost another couple of billions then we would have to carry that one. If it’s gone, it’s gone. Then you are out of it. That’s clear. The second question was so on the bonds and everything, I mean, yes, I said in London that there is the possibility to make something out of the outstanding maturities in the next couple of years, which would then drive EPS. But if I were to enhance it, I mean, this is the matter of just shifting the balance sheet on the left hand side from asset to liquidity. So, that doesn’t help me any further. So, I need in order to cover for the $2 billion, I need fresh capital or sources of founds either by selling stuff or tapping markets. Unidentified Analyst Okay, thank you. Operator The next question is from the line of [indiscernible] of Morgan Stanley. Please go ahead. Unidentified Analyst Hi, thank you. Two questions. First of all, just to clarify, how is the Nord Stream stake and the purchase price for that being transferred already in the first quarter or will we only see that in the second or third quarter financials? And then second question relates to nuclear, but from a different angle really, the KFK proposals talk about the government should simplify the process for decommissioning in order to allow savings and speaking this morning with people from government, they clearly see significant opportunity for the industry to benefit if the process can be simplified? In your opening remarks, you talked about running it as a sort of – as an investment project, what visibility do you have at this stage that you should be able to run the decommissioning at a cost, which is below what you have provisioned for? I mean, how does anyone the KFK, the government or you have visibility on that kind of topic? Michael Sen Yes, hi, Bovi [ph]. So, Nord Stream I since it was a transaction embedded into this whole one to two topic and it was determined that the main reason was to provide Uniper with the appropriate capital structure in order for them to then get the rating they got, right. So, it already took place. It already took place as in a transaction. By that Uniper received €1 billion, roughly €1 billion in liquidity. And E.ON received the asset, right and that was based on legal assessments and CTA assessments and so on and so forth. And then finally and it will become visible in Q2 when we separate ourselves, right, then you will see it. And ultimately, I said I want to put this one then into the CTA in order to then also close funding gaps over there, because it has a nice return profile. Now to your second question, I mean, it’s probably difficult at this stage to talk about visibility in terms of attaching a number, i.e., saying we have the provisions that the less provisions in the book and now I am attaching a, I don’t know what, 5% or 10% or what have you efficiency rate to that one. That is probably not advisable, because that is not known. Yes, you are absolutely right and this is what we said all along, this needs to be run like an industrial process. And this is what we can do. This is about engineering. This is about project controlling. This is about the learning curve, right. We have already done this two or three times, the more you do it you get more knowledge. The team it’s always the same team or not probably the same, but the core of the team it’s about knowledge transfer and then the clear aim obviously would to be the provisions, right. The provisions as such have to be accounted probably in the right fashion according to accounting standards and as I said we are also conservative. And the basis for that one all the technical assessments and know-how documents we have, this is how you come up with the provision. When you then go into real life, then obviously it is all about how can you beat them by ensuring safety and health, that’s important. But if you have done that apart a couple of times our clear aim is to say do everything you can in order to write the learning curve, get if you so with scale effect there and beat the provisions. Unidentified Analyst Can I ask a follow-up? Michael Sen Yes. Unidentified Analyst Are there – is it clear what you would like simplified in order to help you in this process? Michael Sen Yes. Simplify, I mean there are few regulatory topics. Now, if you want to dismantle you have to apply, you have to hand in certain forms, this is a lot of also mix of the whole technical work, that’s why said project management work that’s also administrative work embedded in there. Then you have some times you have to go to municipality, then to the government and to the federal and so on and so forth. And if there is any lever on that one to get that one straight and simpler that obviously would help. Unidentified Analyst Great. Thank you. Operator The next question is from Ingo Becker of Kepler Cheuvreux. Please go ahead. Ingo Becker Yes. Thank you. Good afternoon. You said – you promised to be transparent and of course we can all make our upper minds on how the ATG case and the NFT case would work out and how this can be offset or not against the premium, I am not sure you can answer this Michael, but let me try if you assume that the premium would be equal to the – to winning the NFT case, so you take those two out and let’s assume you leave the ATG case out as well, let’s say that takes many years and the government does not include that in any agreement now, would you in that situation premium equals NFT case outcome, so zero net payment at the ATG case is out of consideration would you still consider E.ON to be in a special situation category as regards to capital need. Second question would be, if so when would you time a capital increase, will that be before or after the plant spin-off. Lastly, sorry if you answered that maybe already, the government direction to the commission recommendations what’s the process now by when can we maybe expect to hear something what are next steps here? Michael Sen Yes. Hi Ingo. Yes. I am not quite sure that I can answer everything, but I will try. Let’s first of all start with the offsetting yes, no and so on and so forth. I mean I said it already we are in the special situation. We are already in there, because the report came out and there is a premium and it’s punitive. And if – and we obviously also said that we want to further pursue the dialogue in order to get it off our table for good, so we are already in that one. Now it is too early, too premature then to say if this comes I am going to do that and then and this I want to just be transparent, if it comes then I will let you know how we are going to progress on that one. Obviously, this is then an additional source of fund, which we today have not baked in and it might lead us to take other measures or limit the size or not do anything or something like that. But that remains to be seen. This is also the main reason and that is your other question why we will not jump to conclusion, nothing will happen before the spin. Nothing will happen in the next couple of months or next one or two or what have you quarters, we first of all have to get Uniper on the stock exchange that is our – my primary goal that you guys value the asset appropriately and that the management team which has successfully laid out their plan gets appreciated by the market and then everybody can run on their own. This is the main goal. Before that one don’t expect us to do anything overnight. We will give you ample time if and when needed. And therefore you see already by the timing if the nuclear fuel tax, if it is decided late summer if they again say it’s going to take us another year then things are what they, then we have to deal with the uncertainty and then we may do it or not do it we will see then. But if the timeline holds and then they come on late summer then I already know and as I have said up until then I wouldn’t rule out – I would rule out completely that we go out overnight and do something that is clear. Florian Flossmann What was the other question? Ingo Becker On the government maybe any progress…? Michael Sen Look the government it’s now – it’s in their court. We – there is a reason for us and Johannes is giving the interview last night signaling to the public that we are open for the dialogue on the basis of the recommendation that already is a signal obviously that we want to start to talk. And I think all parties involved although it is a complicated process because many ministries have to be involved. You need to orchestrate many, many ministries, it’s economics maybe the Office of Chancellor and then the environmental guys, because many legal documents, laws have to be touched if you want to go up-down that route. By the same token our feeling is that people also want to move on with that one also want to get to a solution, because remember election time and you know it by hard election time it’s also coming up soon in Germany and it would be ideal if you solve it until then at least get it as a draft for the cabinet. Ingo Becker Thank you. Florian Flossmann Okay, good. Thank you very much and with that I would like to close the call. If you have further questions, please don’t hesitate to give us a call, the IR team. So with that, thank you and see you soon. Michael Sen Bye-bye. Operator Ladies and gentlemen, thank you for your attendance. 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