Tag Archives: cash

Atlantic Power’s (AT) CEO Jim Moore on Q1 2016 Results – Earnings Call Transcript

Atlantic Power Corporation (NYSE: AT ) Q1 2016 Earnings Conference Call May 06, 2016 08:30 AM ET Executives Edward Vamenta – Director of Financial Planning and Analysis Jim Moore – President and CEO Terry Ronan – CFO Dan Rorabaugh – SVP of Asset Management Analysts Rupert Merer – National Bank Sean Steuart – TD Securities Ben Pham – BMO Operator Good morning, and welcome to the Atlantic Power Corporation First Quarter 2016 Results Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note, today’s call is being recorded. I would now like to turn the conference over to Edward Vamenta, Director of Financial Planning and Analysis. Please go ahead. Edward Vamenta Welcome, and thank you for joining us this morning. Our results for the three ended March 31, 2016 were issued by press release yesterday afternoon and are available on our website www.atlanticpower.com and on EDGAR and SEDAR. The accompanying presentation to today’s call and webcast can be found in the Investor Relations section of our website. A replay of today’s call will be available on our website for a period of one year. Financial figures that we’ll be presenting are stated in U.S. dollars and are approximate unless otherwise noted. Please be advised that this conference call and presentation will contain forward-looking statements. As discussed in the company’s Safe Harbor statement on page 2 of today’s presentation, these statements are not guarantees of future performance and involve certain risks and uncertainties that are more fully described in our various securities filings. Actual results may differ materially from such forward-looking statements. In addition, the financial results in yesterday’s press release and today’s presentation include both GAAP and non-GAAP measures including project adjusted EBITDA, adjusted cash flows from operating activities, and adjusted free cash flow. For a reconciliations of these measures to the most directly comparable GAAP financial measures to the extent they are available without unreasonable effort, please refer to the press release, the appendix of today’s presentation, or our quarterly report on Form 10-Q, all of which are available on our website. Now I will turn the call over to Jim Moore, President and CEO of Atlantic Power. Jim Moore Good morning. With me this morning are Terry Ronan, our CFO; and Dan Rorabaugh, our Senior Vice President of Asset Management, as well as several other members of the Atlantic Power management team. In terms of this morning’s agenda, first I will recap recent progress, then Dan will review plant operating performance and provide an update on our capital expenditures. Terry will review the first quarter financial results, discuss the recent refinancing transaction, and provide an update to our 2016 guidance. I will wrap up the call with additional comments on strategy. As shown on slide 4, so far this year, our plants performed well and financial results for the first quarter were in line with our expectations. We have continued to repay debt using our strong operating cash flow. We also opportunistically repurchased convertible debentures and common shares under the NCIB. Just a little over three weeks ago, we closed a significant refinancing of both our term loan and revolving credit facility, although this a difficult significant market environment in which undertaking this transaction, we are pleased to have completed it. And our view of the positive aspects of this transaction outweigh the higher interest rate. Pro forma for the planned redemptions of our 2017 convertibles later this month, we have no corporate debt maturities prior to 2019. We also have a $105 million of remaining proceeds to further reshape our balance sheet and invest in growth. In addition, our new $200 million corporate revolver provides us with greater flexibility to finance growth or additional debt repurchases. Lastly, the pending shareholder asset in Quebec was dismissed in April with no payments by us consistent with the resolution of the US and Ontario actions earlier. This brings to a close all outstanding shareholder litigation. Now, I will turn the call over to Dan. Dan Rorabaugh Thanks, Jim and good morning everyone. Slide 5 summarizes our operational performance for the first quarter of 2016. This quarter we have added a report on safety to our operations reviews, where safety of our plants and our people is a high priority at Atlantic Power. Although we have a strong track record, we are continually striving for even better performance. This quarter we had one recordable incident in early January, but none in the four months since then. In comparing our results for the industry average, keep in mind that the average includes much larger companies for which the rate tends to be lower. Our loss time injury rate which we’ve not shown in the chart is typically lower than the industry average. I’d also note that we didn’t have any environmental or regulatory violations during the quarter. Our availability factor in the first quarter of 2016 was 96.6% versus 97.5% for the comparable period a year ago. The slight increase was due to maintenance outages at our three Navy plants and a utility requested outage at Naval training center. The impact of these outages on availability was partially offset by improved availability at Mamquam and Piedmont, both of which had scheduled maintenance outages in the prior period. Generation increased 4.4%, primarily due to Frederickson, which had increased dispatch and Curtis Palmer and Mamquam, which had higher water flows as compared to below normal levels in 2015. These increases were partially offset by reduction at Manchief, due to reduced dispatch, and at the Navy plants, due to reduced availability. Waste heat production in Ontario was down approximately 3.9% from very high levels in 2015. Our 2016 forecast has assumed a reduction from 2015 levels, but results for the quarter were ahead of our expectations. Our Mamquam facility is benefiting from significantly higher snow pack this year than last. In addition, spring has come early and run-off is ahead of schedule. Slide 6 summarizes our 2016 planned optimization investments as well as capital expenditures related to PPA extensions. On the optimization side, we have not made any significant changes since our fourth quarter call in March. At Morris, we are in the process of adding past our capability to one of our boilers with commissioning expected late in the second quarter. The objective it to improve the reliability of steam delivery to the customer. We also plan to upgrade certain components for two of the gas turbines this year during the extended customer outage in late summer and for the third in 2017. This is being done in order to increase output and improve fuel efficiency from the turbines as well as enhance the reliability of steam delivery for the customer. Total optimization investments for this year are expected to be approximately $4 million with most of it for the Morris projects and the balance for spillway upgrade project at Curtis Palmer we have undertaken in late summer. On our March conference call, I indicated that we have budgeted approximately $7 million for CapEx related for repowering and PPA extension related investments at Tunis and Williams Lake, most of which was for Williams Lake. However, it now appears that there may be a delay in the availability of gas transportation for Tunis, which have affected timing of the restart of the project and therefore the timing of the required investment in the project to convert it to simple cycle operation. Accordingly, we have reduced our CapEx budget for this year, which includes the optimization investments to approximately $14 million from $16 million with most of the reduction related to Tunis. I would also note that whether we begin work on a new fuel shredder for Williams Lake this year, it depends on the timing of receipt of an amendment to the air permit currently expected in the third quarter or potentially subject to appeal and the status of discussions with BC Hydro on an extension of the existing contract. Initial outweighs for this project were approximately $6 million of our capital expenditure forecast for this year. We will provide an update on the timing of that investment on our second quarter call. I will close by providing a brief update on our efforts to extend our PPAs. We are continuing to aggressively pursue opportunities to extend or renew our existing PPAs in California. Due to non-disclosure provisions in the more formal processes, we cannot provide any detail on our efforts or specific bids. The PPA market is difficult, but we believe that our assets, particularly those in San Diego are well positioned to continue to provide necessary capacity close [indiscernible]. At Williams Lake, as I mentioned earlier, we expect to provide more of an update on our second quarter call. Now I will turn it over to Terry. Terry Ronan Thanks, Dan, and good morning everyone. I will begin with a review of our first quarter results, then discuss our refinancing transaction and close with an update on our guidance. Turning to slide 7, as Jim mentioned, results for the first quarter were in line with our expectations. We reported project adjusted EBITDA of $62.5 million, up $3.9 million from $58.6 million in the year-ago period. The 2015 results excludes our Wind business, which we sold in June of last year. The increase was primarily attributable to higher water flows in our Curtis Palmer and Mamquam hydro projects and lower expenses in our unallocated corporate segment. This was partially offset by a stronger US dollar, which reduced results by approximately $3 million. Slide 8 shows our cash flow results for the first quarter of 2016. The 2015 numbers are presented excluding the Wind business, which contributed $10.8 million of operating cash flow in the first quarter of last year. On a continuing operations basis, as shown on the slide, operating cash flow increased $5 million to $29 million from $24 million a year ago. The increase was primarily attributable to higher project adjusted EBITDA and lower interest payments resulting from the redemption of our 9% senior unsecured notes last year and continued amortization of the APLP term loan. Adjusted cash flow from operating activities, which excludes changes in working capital and severance and restructuring charges increased $6 million to $37 million from $31 million, again due to higher project adjusted EBITDA and lower interest payments. Adjusted free cash flow, which is after principal payments on the APLP term loan and project level debt increased approximately $8 million to $11.8 million from $3.9 million a year ago. This increase was attributable to higher adjusted cash flows from operating activities and receipt of cost reimbursement for customer-owned construction project, which helped cash flow by $4.7 million. These positive factors were partially offset by higher debt repayments on the term loan and project level debt of $27.5 million versus $23.8 million in the year-ago period. Slide 9 summarizes the key aspects of the refinancing transactions that we completed last month. We refinanced our existing APLP term loan with a new $700 million term loan at APLP Holdings, which has a maturity date of April 2023, two years later then the maturity of the term loan that replaced. We used 112 million of the proceeds to call all of our 2017 convertible debentures. After that redemption closes on the May 13, we will have no remaining corporate debt maturities prior to our next convertible debenture maturity in June 2019. Net proceeds remaining after paying transactional related fees are probably 105 million which are available to us for debt and equity purchases as well as growth investments. Debt reduction remains a very high priority for the company and we plan to use at least 65 million of the proceeds for the repurchase of 2019 convertible debentures. Although the initial impact of the refinancing was to increase our leverage to approximately 6.4 times from 5.8 times at year-end 2050, we expect to drop below 6 times by the end of this year due to the additional convertible repurchases I mentioned and to amortization of new term loan. As shown on slide 10, as part of this transaction, we also closed on a new 200 million revolving credit facility which replaces our previous 210 million revolver. The maturity date of the new facility is April 2021, a three-year maturity extension versus the one it replaced. The new revolver is a more traditional one and we can use it for general corporate purposes subject to certain limitations. It does provide us more flexibility to fund growth both internal and external including acquisitions. Slide 11 provides some additional details of the new term loan, two features of which I’d like to elaborate on. First interest-rate, the spread is 500 basis points over LIBOR as compared to the rate on the previous term loan of L+375. The LIBOR portion of the rate is a minimum of 1%. We’re required to fix a certain portion of our floating rate exposure through interest rate swaps for the 90 days of closing and that’s something we’re working on now. We expect the all-in rate will be approximately 6.25% to 6.50% as compared to slightly less than 5% on the previous term loan. Second, amortization, the term loan has a 1% mandatory annual amortization just as the previous term loan did. Repayments under the cash sweep works somewhat differently however, each quarter the amount of debt repayment is determined by the greater of a 50% cash sweep for the amount of repayment required to achieve the targeted quarter-end debt balances specified in the credit agreement which declined over time. Thus the minimum is 50%. We expect the cash sweep to average at 65% of 70% over the life of the loan, although it is higher in the early years and there was a fair amount of variability year-to-year but that target schedule envisions that approximately 80% of the loan will be paid down by maturity through mandatory and targeted amortization. Although the interest rate and debt repayment terms are less favorable than under our previous term loan, we believe these considerations are far outweighed by the positive aspects of this transaction as Jim indicated. Specifically we’ve extended the maturity of the term loan and revolver to 2023 and 2021 respectively, remove the overhang caused by the near term maturity of 2017 converts and obtain greater flexibility regarding revolver use of proceeds. We view the more aggressive debt repayment schedule into the new term loan as consistent with our goal of further deleveraging. In addition, we completed a tax restructuring concurrent with the closing of the refinancing moving both Atlantic Power Generation and Atlantic Power Transmission into the APLT structure which we believe will help us make more efficient use of our NOLs going forward. On the bottom of slide 11, we presented our current debt maturity profile split between both maturities on the left and amortizing debt on the right. Pro forma for the transaction and redemption of the 2017 convertible debentures approximately 67% of our debt is now amortizing rather than bullet maturities. Slide 12 provides details on each of our debt instruments and preferred securities including where in the organization they reside maturity date and interest rate. The changes arriving from the refinancing transaction are highlighted in yellow, separately I would note that during the quarter we repurchased 18.8 million principal amount of convertible debentures, primarily those with 2019 maturities under our normal course issuer bid. Slide 13 presents our liquidity at March 31 2016, both on an actual and pro-forma basis, several items of note. As I mentioned on the year-end call in March, we received approximately 6 million in cash in February representing a reimbursement for a customer owned construction project that we undertook on their behalf. We’re also able to reduce our letters of credit posted by 10 million following S&P’s upgrade of our corporate credit rate into B+ in February. During the quarter we used cash to repurchase convertible debentures and common shares under the NCIB. Thus we ended the quarter with 178 million of liquidity including 64 million of unrestricted cash. The pro forma column in slide 13 adjust for the refinancing transaction. Cash is increased by 105 million of net proceeds. However this is partially offset by the 10 million reduction in capacity under the new revolver and increased letters of credit associated with their larger debt service reserve requirement because of the large size of the term loan. On balance, our liquidity is approximately 86 million higher at 263.5 million including 169 million of cash. As we previously indicated, we believe that a base cash reserve of 50 million to 60 million is adequate for our business. Slide 14 presents our 2016 guidance updated to incorporate the impact of the refinancing transactions to our cash flow metrics. There is no impact on our project adjusted EBITDA guidance and we still expect to be in the range of 200 million to 220 million. Relative to our previous guidance, we expect cash interest to be higher as a result of a wider spread and the larger side of the new term loan partially offset by interest savings associated with the redemption of the 2017 convertibles and other debt reduction. Accordingly, we’ve lowered our guidance for adjusted cash flows from operating activities by 15 million, most of which is attributable to higher cash interest payments. The revised range is 95 million to 115 million. The other impact of the refinancing is on our adjusted free cash flow metric which is after debt repayment. We expect the higher level of amortization under the new term loan. In the first quarter, we amortized 25 million of the previous term loan and we expected to be amortize approximately 57 million to 60 million for the full year. In contrast, under the targeted sweep positions of a new term loan, we expect to repay through mandatory amortization the sweep approximately 60 million in the remaining nine months of this year representing an increase of approximately 25 million relative to previous expectations. Accordingly, we have reduced our adjusted free cash flow guidance by 40 million driven by higher interest payments and higher debt repayment. Our revised guidance is a range of negative 20 million to zero. Our adjusted cash flow from operating activities is what we focus on when we think of cash flow metrics. The guidance for adjusted free cash flow is based on us paying off 96 million of principal which helps us meet our deleveraging priorities. As Jim discussed elsewhere in his remarks, the refinancing leave us in a position we have more liquidity to debt repurchases, equity repurchases and capitalize opportunities we are pursuing. Slide 15 is an update of the guidance bridge that we typically provide for project adjusted EBITDA to our cash adjusted cash flow metrics. As I just discussed, the primary changes are higher interest payments and higher debt amortization partially offset by a slightly lower CapEx forecast. Now I will turn the call back to Jim. Jim Moore Thanks, Terry. We are an important turning point for Atlantic Power Corporation. In the past two years, we have one, paying executive management, two, refresh the board, three cut corporate overhead in half, a reduction of $27 million, four reduce debt by $879 million and interest expense by $65 million prior to the impact of the term loan financing, five resolve all pending shareholder litigation without having to make any cash payments to plaintiffs, six, sold off one quarter of our assets at a good price and use the proceeds to redeem our most expensive debt thereby removing our exposure to volatile win results and the overhand of a 2018 maturity, while still realizing a slight benefit from our ongoing cash flow. Seven, we eliminated common dividend to free up cash for uses such as debt repurchases, equity repurchases and investments in our fleet. Eight, invested $22 million in discretionary capital upgrade to the fleet, which we expect will generate approximately $10 million this year in tax returns. Nine, we brought an EVP of Commercial Development with power and energy storage expertise. Ten, we closed four of our offices and consolidated the corporate staff into one office. We moved that office from Boston’s financial district to that of Massachusetts. We also reduced corporate staff from 109 to 48. Eleven, we negotiated 11-year extension of our PPA at Morris. The first PPA extension in more than two years. The changes to that PPA are modestly accretive to expected projected adjusted EBITDA, project adjusted EBITDA. Twelve, refinanced our term loan and corporate revolver despite very difficult markets for energy companies, which resulted in longer terms for both, increased liquidity and additional flexibility. Although, additionally this will result in increased debt and interest expense, we expect both the decline over time as a result of debt repayment using our cash flow. Thirteen, we restarted our external growth efforts. Fourteen, insiders have been making significant equity purchases in these open market. As a result of these efforts, we are in a very different place than we were two years ago. On the defensive side, we have a much improved balance sheet in terms of leverage ratios and maturity profile. Our leverage ratio has improved from 8.9 times at year end 2013 to 6.4 times on a pro-forma basis for the refinancing transaction. We received $645 million of debt maturing in 2017 and 2018, leaving us with a manageable medium-term maturity in 2019 and the longer term maturity at 2036. As a result, our corporate credit rating has been upgraded by both Moody’s and S&P. We expect to further de-lever by amortizing debt from our strong operating cash flows. Our guidance is midpoint $105 million and using a portion of our liquidity to further redeem or repurchase debt. The power business is in the midst of a downcycle today. We can’t predict how low or how long it will go. So our best defense has been to reduce debt, reduce interest payments and overheads and extend our debt maturities. We expect our improved balance sheet and maturity profile will put us in a much stronger position to ride through the downcycles in energy and power markets. This allows us to be patient and disciplined on PPA renewals or asset sales. On the PPA front, we’re engaged in discussions across the fleet, particularly for those projects for which PPAs are scheduled to expire in the next several years. It is a difficult pricing environment, so we are being disciplined. We’ve had a poor outcome on Selkirk at a disappointing one at Tunis, but a good result at Morris. Although we can’t provide much guidance on PPA renewals in advance of reaching agreements, we are cautiously optimistic. We expect this to play out over the coming quarters and years. On the offensive side, we remain focused on growth in intrinsic value per share. That’s growth in absolute terms. We have approximately $700 million of debt and equity securities that we view as attractively priced. Repurchase of these at or near current levels carries more certain returns than those available on M&A markets. The refinancing transaction puts us in better position to undertake these repurchases. In addition, we see the potential for growth through internal investments in our own fleet. As we ramp down on discretionary optimization investments, we will be increasing our focus on PPA related investments or repowering projects. Some of these internal investments can be funded with operating cash flow pre-sweep and other larger projects at some of our plants can be funded by borrowings under the revolver. Between repurchasing securities and making internal investments in the fleet, we have more traffic uses than we had discretionary capital. We are reviewing the best options for deploying the $105 million in net proceeds from the refinancing. We are targeting the use of the leased $65 million for repurchase of 2019 convertibles. Further deleveraging of the balance sheet is an important priority. As always, our capital allocation decisions will be made with price to value relationships being the determining factor. Now, looking at external growth, given the returns in risks of external M&A markets for power generation versus what we see for internal investments, we’re still highly focused on growing intrinsic value per share organically. However, power asset markets tend to be volatile. This management team has had its strong record of investing and selling at a counter cyclical manner. The management team members also have had success in building IPP businesses in early mover ways since the 1980s with the most recent being a wind energy growth strategy at another company in 2001 through 2008. We are looking for undervalued assets that are too small for the average or large size M&A players, but are significant enough to move the needle for us. We will be disciplined, patient and optimistic in that effort — opportunistic in that effort. We are also looking at capital light early mover opportunities such as energy storage, but we have nothing specific to report yet. We also now have improved liquidity to capitalize on the growth opportunities that we identify, including proceeds from the recent refinancings that are available to us for security repurchases, internal and external growth. The new $200 million revolver is also more flexible with respect to financing debt repurchases for growth investments as Terry discussed. As I began my remarks by saying we have reached the turning point, we have taken the key steps necessary to strengthen our financial position, reduce near-term maturity risk and remove the overhang of litigation. We believe that we are now not only in a much stronger defensive position, but we are credibly positioned to allocate capital to debt reduction, share repurchases, internal capital expenditures and capital light external investments. The refinancing provides us with the dry powder we need for those purposes. As we have for three decades, and as we did at Atlantic Power with the timely sale of or wind business and the redemption of our high yield notes, we will be disciplined and patient, punctuated by occasional bold moves and a sense of urgency when the math is compelling for our shareholders. We won’t try to make genius decisions, as the management team to tell you genius is well outside my circle of competence, but our goal is to make rational decisions, even in unpopular and patiently build value over the long haul. If you are a patient, value oriented investor, the management team is likeminded. From here, it is all about continued execution. That concludes my prepared remarks. We are now pleased to take any questions you may have. Question-and-Answer Session Operator [Operator Instructions] Our first question comes from Rupert Merer of National bank. Please go ahead. Rupert Merer Good morning, everyone and thanks for all the detail so far. On the PPA renewals, you touched on that briefly and I realize there is probably not much more information you can give us, but can you provide some thoughts on the outlook for your Ontario projects, the Kapuskasing and North Bay projects. I think those are your next contract expires in December later this year? Dan Rorabaugh Sure. This is Dan Rorabaugh. Happy to. You are right, they do expire at the end of next year. And as we’ve discussed in past calls, there was a report on non-utility generators that came out last year that was essentially very negative to the idea of renewing these PPAs, but these projects do have value in particular, Kapuskasing and Calstock were called out as being important to local reliability. We’ve approached the idea, so and the OEFC and we are actually in discussions right now with alternatives to extract some of that value and get some value back to them and to us in terms of sending those PPAs. Rupert Merer And is it likely that they would need some sort of capital reinvestment before you would get a contract expiry and is that something you consider in your long-term capital plans? Dan Rorabaugh We do consider the kinds of investments that we would be looking at are more in the course of the normal gas turbine maintenance kind of investments and not large capital expenditures. Rupert Merer Okay, great. And then secondly, you’ve talked a little bit about the M&A market and your focus on organic growth and deleveraging. I understand it may not be the best market for an asset seller. Are you still contemplating select asset sales for debt reduction or capital recycling? Dan Rorabaugh It’s not a great market for an asset buyer. So we look at the returns that are clearing the market when you go out and buy assets and then we’d look at the returns we can get on our old balance sheet and/or investing in our old fleet. And even the returns on the debt are pretty closer to returns you could get in investing in external M&A markets and of course the returns are a lot more certain. And then the returns we’ve gotten from our discretionary CapEx is much better than what’s available on the external M&A markets. We sold a quarter of the business last year and this management team has sold large counts of businesses and demerge businesses and sold entire companies before. So we’re always actively looking at buy and sell opportunities and we’re happy to do those when it makes sense. We ended any large-scale book set, selling assets when we sold off the wind projects, but we do look at individual offers on individual assets as things come up and we consider that as part of our long-term planning, but we don’t have anything we can update you on today. Operator And our next question comes from Sean Steuart of TD Securities. Please go ahead. Sean Steuart Thanks. Good morning, everyone and thanks for all the detail. Question on the revolver, I know there is a lot more flexibility post the refinancing activity, but you mentioned some limitations on use, can you go into detail on what that would pertain to? Terry Ronan Sure. I can give you a couple of things, Sean. First of all, the biggest qualifier is we can use the revolver which were in the covenant compliance which is always the case I guess. Secondly, we are able to use the revolver for debt purchases of the converts. However, there is cap on that usage of $100 million and that we are not able to buy back equity or preferred using the revolver proceeds. And then finally, we can use the revolver for growth purposes. Sean Steuart Okay, thanks. Terry Ronan On a general corporate basis. Sean Steuart Got it. And of the $105 million of net proceeds you said $65 million towards convert repurchases I presume that’s all the December 2019 that you’d be focused on correct? Terry Ronan I would say that we haven’t completely determined what that’s going to be, the number will be at least $65 million. We will be looking at both series potentially a combination of both, but we haven’t fully made that decision yet. Sean Steuart Okay. Rest of my questions were addressed. Thanks very much. Terry Ronan Thanks, Sean. Operator And our next question comes from Ben Pham of BMO. Please go ahead. Ben Pham Okay, thanks and good morning everybody. I may have missed this at the beginning some of the commentary. On the credit facility, the new credit facility, it seems like there’s quite a dramatic interest rate and even size relative to maybe some of your initial commentary on that and I’m wondering from your side in your discussions with the debt investors and the credit, what was kind of the main issues they had. I mean you secured more assets on the debt and you spent like you said a good job of paying down debt over time. I am just wondering what were folks concern about your discussions with them as you move through your process? Terry Ronan Well, there is lot of questions there. Let me try and walk through that here, Ben. One, the interest rate is obviously higher. We can’t call the market, we wish it was lower, but that’s the market where it is today. We talked about the reasons why we think that that this is a good transaction for us because it expands the maturities, it also allows us more flexibility. It removes the 2017 overhang. So those are the good things. If you look at where the lenders were coming from if I had to step into their shoes for a moment, I think their concern was ensuring that the overall outstandings were amortized down by maturity to somewhere in the $125 million range which would be approximately 80% of the principal amount of the $700 million. Thus we have the introduction of the greater of 50% sweep for these targeted debt levels which is the equivalent of a 65% to 70% sweep. It’s a little lumpy as we go over time with that. And that’s just a market. That was the market that we faced. It was a difficult market. The market has been difficult since last summer, but it was important to us when the window opened and there was an opportunity to do this that we do it particularly with the first of the 17s coming due in March of 2017. And it has also allowed us to extend the revolver into a five-year facility out to 21. So from our perspective it’s a very good transaction. The positives outweigh the negatives. Jim Moore This is Jim Moore. I think I heard you ask something too, I will try to add answer maybe you didn’t ask it, but I will answer it anyhow. But so we got done with the sale and then high yield redemption and in that case I think we really kind of [indiscernible] the market, but that kind of timing is usually locked, not prescience and we went right to work on the TLB side of it. It takes a while to get everything and put together. So we weren’t making a market judgment call at that point. We were going as fast as we could. When we were ready to go market things had gotten very dicey in the energy markets, so our advice was to – from our financial advisors was to deposit that and when we saw the market opening up a bit, we went back out with this transaction. The feedback we got was very good. The fact that we were able to raise $700 million in this kind of environment I think was every good. But some of the people on the debt side felt very good about the credit that they were looking at although we were facing a market where across-the-board people are trying to reduce high yield energy and power market exposure. So we were – I think the clean insured and a bunch dirty shirts sectors so we didn’t make a judgment to try to play games with the market. We got ready to go as quickly as we could. And then we had opportunity we went. The rates obviously have moved up since the last refinancing and we didn’t touch the bottom of the rate cycle, but we think overall the rates not a bad rate on a historical basis. We do have the higher sweep, but with the 17s fast approaching we didn’t want to make the perfect enemy of the good. So instead of sitting near and waiting for the opportune time or trying to play to markets a bit on rates, we decided let’s go ahead and do this deal because it eliminates the 17s. When I showed up in January, the big concern I had about this company was we had three walls of debt coming at us, we had a wall of debt in 17, we had a wall of high yield. That cost us 9%, that was coming at 18 and then we had to convert to 19. With the completion of this refinancing we’ve now once we redeem the ’17 to May eliminated the 17 wall, eliminated the 18 wall, as Terry pointed out we are on a good path for 19 wall. So all of that was important to us that we not get too cute on trying to play the rates. We were viewed as the strong credit which enabled us to go get this $700 million with increased flexibility. Another important thing in addition to avoiding the 17 by getting too cute was that the revolvers are difficult to replace in any market particularly this market and we came out with a very good outcome on the revolver. So in addition we extended the term of the revolver, we extended the term for the TLB and even after the higher suite with this $105 million to allocate to debt, equity and internal uses, so we would have preferred to have gotten more rates or hit the bottom of a market, but I think we were very well received which allowed us to raise a total of $900 million of debt in debt revolver in a very difficult market. And I’m actually very optimistic at this point about being able to get off our back foot and as a theme of my remarks was go from a – completely defensive mode to where we can play a little bit of offense. And we don’t need tons of liquidity. I mean our market cap is $310 million or so, so we don’t need tons of liquidity to make meaningful debt repurchases or common repurchases or investments in capital. And if you look at our $105 million with the new more flexible $200 million revolver and a cap that we already have on the balance sheet for working capital, we think our liquidity positions is now very strong relative to the opportunity sizes that we see in front of us. Ben Pham Okay, thanks for the color. And the only other thing I want to check on looking through the slides, the covenants in slide 27 specifically and it looks like you expected to I guess get down to 4.25 times leverage here at about 6 today, does that contemplate any change in PPA re-contracting rates or you feel like you are factoring that in, but maybe there’s some positive offsets that looks like you think the 80% debt profit today look likes it’s [indiscernible] what you are seeing in this year. You can add bit more color there. Terry Ronan So it does assume that in those numbers, but at a very conservative re-contracting assumption. Ben Pham Okay, so you are assuming some decline, but is that what you said? Terry Ronan Yes, that’s exactly what I said. Ben Pham Okay, all right. Thanks everybody. Terry Ronan Thank you. Operator [Operator Instructions] Showing no further questions, I would like to turn the conference back over to the management team for any closing remarks. Jim Moore Okay. Well, thank you for your time and attention today and your continued it interest in Atlantic Power. We look forward to updating you on our progress on our next conference call in August. Thank you. Operator Thank you. And everyone have a – today’s conference has now concluded. We thank you all for attending today’s presentation. You may now disconnect your lines and have a wonderful 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. (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!

NRG Yield’s (NYLD) CEO Mauricio Gutierrez on Q1 2016 Results – Earnings Call Transcript

NRG Yield, Inc. (NYSE: NYLD ) Q1 2016 Earnings Conference Call May 5, 2016 10:30 AM ET Executives Kevin Cole – Senior Vice President-Investor Relations Mauricio Gutierrez – Interim President and Chief Executive Officer Christopher Sotos – Head of Strategy and Mergers & Acquisitions, Director of NRG Yield Kirkland Andrews – Executive Vice President, Chief Financial Officer and Director Analysts Grier Buchanan – KeyBanc Capital Markets Inc. Angie Storozynski – Macquarie Group Shahriar Pourreza – Guggenheim Partners Michael Morosi – Avondale Partners Steve Fleishman – Wolfe Research Operator Good day, ladies and gentlemen. And welcome to the First Quarter 2016 NRG Yield Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time. As a reminder, this conference is being recorded. I would now like to hand the meeting over to Kevin Cole, Head of Investor Relations. Please go ahead. Kevin Cole Thank you, Karen. Good morning and welcome to NRG Yield’s first quarter 2016 earnings call. This morning’s call is being broadcasted live over the phone and via the webcast, which can be located on our website at www.nrgyield.com, under Presentations & Webcasts. As this is the earnings call for NRG Yield, any statements made on this call that may pertain to NRG Energy will be from the perspective of NRG Yield. Please note, that today’s discussion may contain forward-looking statements, which are based on assumptions that we believe to be reasonable as of this date. Actual results may vary differently. We urge everyone to review the Safe Harbor in today’s presentation as well as Risk Factors in our SEC filings. We undertake no obligation to update these statements as a result of future events, except as required by law. In addition, we’ll refer to both GAAP and non-GAAP financial measures. For information regarding our non-GAAP financial measures and the reconciliation to the most directly comparable GAAP measures, please refer to today’s presentation and press release. Now, with that, I’ll turn the call over to Mauricio Gutierrez, NRG Yield’s Interim President and Chief Executive Officer. Mauricio Gutierrez Thank you, Kevin, and good morning, everyone. Joining me and also providing remarks this morning are Chris Sotos, the incoming CEO; and Kirk Andrews, NRG Yield’s Chief Financial Officer. I am very excited about today’s call. We are reporting strong result for the first quarter announcing the transition of the CEO position and moving forward with our growth objectives. I’m sure many of you have participated in NRG’s first quarter earnings call, given the relationship between NRG and NRG Yield. But let me just repeat what I said on that call. NRG Yield remains a critical part of the overall NRG Energy strategic platform and NRG is committed to certainty and visibility in both conventional and renewable development to reinvigorate the virtuous cycle between the two companies. In my last quarterly call, I discussed my goal for 2016, deliver on our financial commitment to grow our dividend by over 15% in 2016, enhance our growth pipeline through access to NRG’s development efforts, ensure confidence in governance and management structure of NRG Yield, and to evaluate alternative financial solutions to facilitate growth during this period of equity market dislocation. I’m glad to report that we have or are on track to achieve many of these goals. Turning to Slide 3 for the business updates, NRG Yield continues to validate its value-proposition through offering a steady high-performing source of dividend growth to our shareholders. During the first quarter of 2016 the company achieved $188 million of adjusted EBITDA and $43 million of cash available for distribution. Additionally, I am pleased to say we are also increasing our quarterly dividend for the 10th consecutive time, and are reaffirming our full year guidance including our target dividend growth of 15% annualized. Next, I am pleased to say that we continue to push forward on our growth plans in concert with NRG. In addition to executing across our distributed generation, which now stands at $141 million invested through the first quarter, NRG has announced its intention to offer its remaining 51% interest in the 250 megawatt California Valley Solar Ranch project. You should expect an update on this transaction during the second quarter earnings call. As interim CEO, I evaluated with the NRG Yield Board of Directors what we believe is the optimal management structure, and today announced that Chris Sotos, NRG Energy’s current Head of Strategy and Mergers & Acquisitions and current Director of NYLD, will be the dedicated CEO for NRG Yield, employed solely by NRG Yield. While over the next several weeks we will be conducting an outreach with investors to introduce Chris. He has had a long and successful career in the power sector with over 20 years of experience, 12 of which at NRG Energy. Chris has managed the team that created NRG Yield, been part of the board since its IPO, and was responsible for identifying, evaluating and executing on many of the acquisitions that make up Yield today and its ROFO portfolio. Chris will assume the CEO role effective from May 6 and be able to focus entirely on the company strategy, capital structure and path forward by the end of the second quarter. Representative of the strong strategic alignment between two companies, I will assume the role of Chairman of the NRG Yield board. John Chlebowski will return to his role as the Lead Independent Director. And the board appointed John Chillemi, NRG’s Head of Business Development to fill the existing vacancy on the board. Of course, I and the board will ensure a seamless transition of the CEO position. Chris is the first fulltime employee of NRG Yield, and he will continue to evaluate the optimal management structure and perhaps field out additional few dedicated roles. I appreciate our investors have been through a lot in the past year. And as you all know well, the top priority of mine and the NRG family is to offer investors a simpler and more visible story with consistent and regular interactions with the investment community. As so, in this vein, Chris, I ask that he will be able share a few words to share our visibility and strategy to shareholders, of this intention to lead Yield with the same dividend growth-oriented principals set forth at our IPO. Chris? Christopher Sotos Thank you, Mauricio, and good morning. It gives me great pleasure to address you as not only the incoming CEO, but as the dedicated CEO to NRG Yield. Mauricio has given you a good look at my background and fit for the role, so I won’t repeat his comments. Instead, I’ll keep my remarks brief, but I did want to reassure the investor community that you should expect the continuation of the core fundamental drivers and objectives behind the value proposition of NRG Yield that have made it successful. As Mauricio highlighted earlier, I played a key role in the creation and execution of NRG Yield’s goals and objectives. And we should expect this strategy to remain consistent, although I will explore the possibility of expanding its dedicated team to ensure that NRG Yield is always focused on consistent value creation for our shareholders, to take advantage of opportunities throughout all parts of the cycle. Now, let me turn the call back over to Mauricio. But again, I want to thank you for the time today. I look forward to meeting and interacting with you over the weeks and months ahead. Mauricio Gutierrez Thank you, Chris. And with that, let me turn it over to Kirk, for a more detailed discussion on our financial result. Kirkland Andrews Thank you, Mauricio. Beginning with the left slide on Slide 5 of the presentation, during the first quarter NRG Yield delivered favorable financial results with adjusted EBITDA of $188 million and CAFD of $43 million. Our performance in the first quarter was positive across all of our settlement. And NRG Yield continues to benefit from the diversification of this platform, where approximately 45% of our adjusted EBITDA comes from the conventional and thermal segment, and 55% from renewable. Specifically, in the renewable segment, first quarter results benefitted from strong production across both our solar and wind fleet. This especially indicates that also wind during the quarter, where production about 17% above our median expectation. The wind resources also continues to exhibit significant volatility however, and while the first quarter was quite strong, production during the month of April was peak relative to our expectation. Today, NRG Yield is also reaffirming full-year guidance, including adjusted EBITDA of $805 million and CAFD of $265 million. Finally, consistent with our commitments to investors to reach $1 of annualized dividend per share by the fourth quarter of 2016, NRG Yield paid dividends of $0.225 per share in the first quarter. We are pleased to announce the 10th consecutive quarterly increase to $0.23 per share in the second quarter of 2015, placing us on a trajectory to meet that goal by the fourth quarter. Moving to the right on Slide 5, NRG Yield also continued to execute on commitments to its business renewable and residential solar partnerships with NRG Energy. In the first quarter, NRG Yield invested in incremental $40 million and $11 million into those two partnerships respectively. As you can see, we have now cumulatively deployed approximately $115 million of capital into those partnerships. Resulting in joint ownership of nearly 1,000 megawatt of long-tenure, fully contracted, strong credit quality, geographically diversified, and most importantly, strong cash flow producing disturbed solar assets. NRG Yield maintains an additional $135 million of capital commitment to these partnerships, including $53 million for residential solar. However, given NRG’s pivot with respect to the residential solar business, as was discussed on the NRG earnings call earlier. NRG Yield now expects to invest only around $20 million more in the residential partnership. Importantly, this change does not affect NRG Yield’s perspective on residential solar as an investable asset class nor does it affects our 2016 financial guidance or impacts our ability to meet our objectives of 15% annualized dividend growth through 2018. As a result of our reduced expectation for capital deployment for the residential solar partnership near-term liquidity will be enhanced providing flexibility to invest across other areas of the business. Now turning to Slide 6, I want to take a moment to emphasize an aspect of NRG Yield’s capital structure that is often underappreciated, which is the natural deleveraging effect which results from the fact that a majority of our balance sheet debt was with amortizing non-recourse project financing. As many of you know this project debt is sized relative to the tenure and cash flows of the long-term contracts of our projects, which are with investment-grade counterparties, all while committing project distributions that underlie the dividends we then pay to our shareholders. This benefit is not reflected in our cash available for distribution metric, which represents cash available after debt service and that is both principle and interest. As shown on the chart over the next five years alone, based on the current portfolio NRG Yield will repay approximately $1.5 billion out of this project debt across its existing portfolio, an amount that is over 50% of today’s equity market capitalization, to put this in perspective. Second, this natural deleveraging also increases NRG Yield’s long-term flexibility on growing the platform, as it provides increase in capacity, finance, future accretive growth, especially at times when the equity markets may not be as accommodating. With that, I’ll turn it back to Mauricio for closing remarks or Q&A. Mauricio Gutierrez Thank you, Kirk. And before we turn to Q&A, let me provide some closing thoughts. I hope my excitement for Chris becoming the new dedicated CEO is coming through on today’s call. I have known and worked closely with Chris over my entire career at NRG. And I know he’s the right person at the right time for NRG Yield. As I move to Chairman of the Board I am in a unique position of being able to say that from the perspective of both companies that fundamental drivers behind the value proposition of NRG Yield have not changed, nor would I expect them to change with the naming of Chris Sotos as a CEO. Chris will not be available during Q&A, but I can assure you he is eager to engage with you in the days and weeks to come. So with that, operator, we’re ready to open the line for questions. Question-and-Answer Session Operator Thank you. [Operator Instructions] our first question comes from the line of Matt Tucker from KeyBanc. Grier Buchanan Hey, guys. This is Grier Buchanan on for Matt. Nice quarter and thanks for the question. Just a couple of follow-ups on home solar restructuring, one, on the monetization of those assets, could you just share your thoughts from the NRG perspective on why third-parties and Sunrun and Spruce rather than NRG Yield. And then, two, any chance you could quantify the expected unit economics on those residential system sales? Thanks. Kirkland Andrews Sure. It’s Kirk. I will address the first part of that question. Certainly, we are mindful of the opportunity around residential solar energy NRG Yield is concerned. But with respect to the partnerships, I think they achieved two objectives. One of which I’ll make reference to in the remarks that were made by NRG on the earnings call earlier today. And that is that it comports a lot more closely with the financial metrics that NRG’s investors are familiar with and value, and that is EBITDA. As you probably know, in the dropdown context, NRG is still consolidating to all of that. And so the long-term lease revenues and expenses associated with that will continue over the course of the remaining life of the lease, rather than in the monetizing open area. The other important thing is from a financial complexity standpoint, it is simpler. And that is certainly a benefit for NRG Yield. The partnerships that was announced this morning does not include any ongoing relationship or importantly taxed equity. It is simply a monetize and hold. And because we see a more robust opportunity going forward, especially through the distributed generation of what NRG calls business renewable, as I said in my remarks this is an opportunity to free up capital as we expand and diversify the portfolio, not only to take advantage of the growing portfolio that we see from NRG on the renewable side, business renewables and utility scale, but also expanding the opportunities across the asset class. So I think this arrangement and certainly in the near-term works for both parts of the production. Grier Buchanan That makes sense, and certainly consistent with the announcement back in February. Along those lines, could you just clarify – I’m looking at Slide 5, the remaining capital of $135 million in that partnership. There is $53 million earmarked for residential solar, but you disclosed that only expect to invest another $20 million. So will that $33 million, I think you mentioned that could be – that’s liquidity that could be used for other purposes, will that be allocated to business renewables or should we just think about that as TBD. Kirkland Andrews Yes. When I talked about that – when I referred to enhancing liquidity, obviously, liquidity is both the function of where it currently stands and prospectively from a financial planning standpoint. On the previous trajectory, as we would, given the magnitude of the capital remaining under that program that $135 million, our financial forecast in the use of about liquidity as we roll forward reflects the anticipation of utilizing that. We revised that anticipation that all but about $30 million, if you just do the math there, it’d be more than $35 million we’re now going to use, that gives us incremental financial flexibility as move forward because we are not deploying that $30 million. And so it’s certainly the use of proceeds, but it’s less likely we see the complete, the remainder, under the business renewables, because that’s already part of our financial. And that’s $82 million that’s referred to in the [page that you referred] [ph]. It’s more likely to be used for other opportunities. As NRG has announced its intention and has made that intention known to NRG Yield in the second quarter. CVSR certainly can be used to fund that, but importantly relative to the path we were on board that does turn out to be the case. That’s $30 million of incremental capital for existing, example, CVSR. That would not further tapped into, if you will, the liquidity reserve relative to the path we are on there. So on that first $30 million, it’s neutral to the plan and yet expands the portfolio. Grier Buchanan Got it. Thanks for the time. Mauricio Gutierrez Thank you. Kirkland Andrews You bet. Operator Thank you. And our next question comes from the line of Angie Storozynski from Macquarie. Angie Storozynski Thank you. So I have two questions, one is you mentioned a potential alternative finance inclusion, so I wanted to know, what they are? And, secondly, would you consider teaming up with some developer or, I don’t know, an infrastructure investor to provide NYLD with more of a visibility into long-term growth? Thank you. Mauricio Gutierrez Hi… Kirkland Andrews Sure, Angie. Go ahead. Mauricio Gutierrez Hi, Angie. So I will say that to your latter part of that question, the answer is, yes. We are exploring opportunities to potentially partner with infrastructure funds or additional developers that can enhance the growth and the – for the pipeline that we have. But, clearly, going forward, that will be Chris’ priority. For the first part of the question, Kirk? Kirkland Andrews What I’ll say in the near-term and I’m going to talk about this in the context of CVSR. And I think, I mentioned this on the last call, in our fourth quarter earning call. CVSR is among the assets currently, although I referenced in my prepared remarks the fact that we have a natural deleveraging portfolio. Where CVSR currently stands today, the level of debt there, which I believe a little less than $800 million, and that’s across the entirety of CVSR. Relative to the overall cash flow there is incremental debt capacity there as it is today. And that is probably the best example in terms of alternative uses of capital to help finance dropdowns or free up capital as we move forward. But we are certainly leaving no stone unturned, but I think in terms of near-term execution opportunities, it’s reasonable to expect that that is probably most likely among them and that is taking advantage of that excess debt capacity of CVSR. Angie Storozynski So there’s no project-level debt, but doesn’t it eat into cash flows, because that set amortizes? Kirkland Andrews Yes, it certainly would be lower than the existing cash flows today. But we’d only do so if it was ultimately accretive, so the way to think about it is, there is an existing level of CAFD at CVSR today. Some portion of that would be used for debt service. The remainder, you can think about as equity in cash flow on the dropdown. And, of course, what that means is, the remaining portion of the purchase price not funded by debt is also lower. So we’re obviously very focused on making sure that we can see a path clear on CVSR as well as future dropdowns or acquisitions that we can enhance the CAFD. So that the CAFD along the equity cash flow on the excess capital above and beyond that project financing is accretive relative to the current CAFD. That’s deal is probably the highest level of importance for us. Angie Storozynski Okay. Thank you. Operator Thank you. And our next question comes from the line of Shahriar Pourreza from Guggenheim. Kirkland Andrews Good morning, Shahriar. Shahriar Pourreza Hi, everyone. How are you? Just real quick, just one question, on the delevering slide that you have on slide 6, so when you think about sort of the residential reduction and then solar spend plus the natural delevering you’re seeing at the business through amortization of the debt, you’re kind of making comments around CVSR and being able to have some additional capacity at the project level. Is it fair to say that given sort of where this amortization is heading and the delevering is heading, can you fund the growth beyond 2018, without hitting the equity markets, for tapping the equity markets? Kirkland Andrews I would say, we could certainly use that as supplement. But I would not over the long run in terms of really funding substantial amount of growth using loans [ph] for example on the 15%. I think that is certainly necessary and helpful, but is not sufficient to really continue that as meaningfully beyond anything. Shahriar Pourreza Any room to back-lever? Kirkland Andrews Yes, it’s something – I mean, that’s something, so that’s the best way I’m trying to think about that, that’s a variation of it I think can get also true. But if you think about back-levering at our corporate level, very importantly, that is not something that we would do today, because we are very focused on maintaining adherence to our balance sheet principles and the metrics that we laid out there. But that’s certainly an opportunity, but we’d have to do so without tapping into corporate debt at the current CAFD level. Shahriar Pourreza And then just, Kirk, one last thing on the equity market, is it still sort of remaining closed? Kirkland Andrews Well, I think closed is a function of two things. One, in terms of the efficiency, I mean, obviously we haven’t seen a whole lot of Yield paper coming out in the last year. And it’s certainly – our concern is sort of the file to offer spread in terms of the discount. We want to have confidence if that’s manageable, because we’re very focused on raising equity we can deploy creatively. And the other component is just the overall cost in capital that’s implied by the current share pricing. I said in the past, and I continue to feel that based on where we’re trailing are today we’re not in a hurry to issue at these prices. But our equity issuance is both the function of an absolute and a relative. Absolute, I just spoke to. Relative means that the equity we issue at whatever price, the use of proceeds have to represent clear accretion both from a CAFD standpoint and on total return standpoint. Shahriar Pourreza Excellent. Thanks guys. Operator Thank you. And our next question comes from the line of Michael Morosi from Avondale Partners. Michael Morosi Hi, guys. Thank you for taking the question. Should I interpret the commitment to growth or the renewed commitment to dividend growth as saying that, NRG Yield is kind of stepping away from the notion of the Yield co. as asset manager or that NRG yield is willing to kind of trade around its portfolio and basically view its existing asset base as a potential source of funds? Kirkland Andrews Sorry, Mike, I am not completely clear on your question, with respect to NRG Yield. Can you clarify? Michael Morosi Yes, I mean, basically doing your – basically being a buyer and seller of assets, as a way to manage shareholder return? Kirkland Andrews Yes. So with real state overall, although we have no current intentions to monetize an asset if that’s what you’re thinking about. But the best way to think about it is the principle or the philosophy behind that is, we are not wed to assets. We are wed to growing CAFD per share. And so, if there is an opportunity to monetize an asset at value, we are certainly agnostic in terms of the portfolio. But we are not indifferent as to be effect of that transaction or any. It has to be accretive to grow that CAFD per share. Michael Morosi That’s fair. Thanks. And then, as it relates to other potential equity offerings. We’re hearing more and more about companies looking at ATM-type offerings. Is that something that you consider? Kirkland Andrews We have, yes. I certainly think that’s a tool in the tool-chest. But, obviously, in terms of order of magnitude it’s helpful. But I don’t think at this juncture it’s something that that we’re in a massive hurry to put in place. I think as we can – hopefully, we need to see their trajectory in terms of the appreciation in the share price. And that is certainly a lever that we would pull, but it doesn’t substantially move the needle in the near-term in terms of building dry powder for a significant acquisition, but it is certainly helpful. Michael Morosi Very good. Thanks a lot, guys. Operator Thank you. And we are approaching the end of the call. We have time for one more question. Our final question for today comes from the line of Steve Fleishman from Wolfe Research. Steve Fleishman Hi, good morning. Mauricio Gutierrez Hi, Steve. Steve Fleishman Kirk, just on the slide with the debt pay-down, and the like, project debt pay-down, I don’t know if there is a way to give a sense. But obviously you – because the PTAs don’t last forever, you really need the debt on the projects to be paid down over the life. So it’s hard to kind of judge, how much, if any, extra debt capacity is really created by that versus the debt reduction that you actually need. Is there a way to kind of think of a sense of that? Kirkland Andrews Yes, I think that’s a fair question, Steve. So I’ll answer it in two ways. One, certainly I gave the example of CVSR today. And that is something that I continue expect to see us if we’re able to quantify by action. But let me think back on a way that we can give you some sense of what that capacity is. That said the other part of that equation, which I’ve been very mindful of and was at the time that we came out the IPO and continue to be, in addition to that debt capacity piece, the natural delevering nature of those particular assets means that we remove the debt service. Basically, it’s the same point as the contract rolls off, which gives us a tremendous amount of flexibility on a re-contracting basis as we move forward. Obviously, they continue, that’s CAFD. And if it has to be on a non-levered basis, they will be it, but there is a lot of cushion with the removal of that debt burden on an asset-by-asset basis. And the other thing I’d say is that, I think you’ll find in that – although we didn’t go through in the specific part of the – the first part of your question, behind that Page 6, which we included, I think the pro-rata share of the equity method part of the portfolio, CVSR currently among them, but I think we gave you an asset-by-asset table in the appendix, back on I think Page 13. So that at least gives you more granularity behind that. But let me think on a way that we can give you a little bit better sense of that debt capacity on what I’ve alluded to on CVSR. Steve Fleishman That’s helpful. Maybe I’d ask the question in a more simplistic way, which is that, based on your view of the portfolio, you would say that there is room for excess – for additional project debt overall. Kirkland Andrews Yes. Steve Fleishman And that’s part of it, so what the exact number is, fine. But you believe there is room to kind of add project add. Kirkland Andrews Yes. Steve Fleishman Okay. Kirkland Andrews And I would be willing to add to that that I think that CVSR is probably the most substantial example of that right now. Steve Fleishman Okay. Okay. Thank you. Kirkland Andrews You bet. Mauricio Gutierrez Thank you. Operator Thank you and that concludes our question-and-answer session for today. I would like to turn the conference back over to management for any closing comments. Mauricio Gutierrez No, I think that’s it. Thank you for your time. Christopher Sotos Thank you. Operator Thank you, ladies and gentlemen. Thank you for your participation in today’s conference. This does conclude the program. And you may now disconnect. Everyone have a good 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. (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!

Dynegy’s (DYN) CEO Bob Flexon on Q1 2016 Results – Earnings Call Transcript

Dynegy Inc. (NYSE: DYN ) Q1 2016 Earnings Conference Call May 04, 2016 09:00 AM ET Executives Rodney McMahan – IR Bob Flexon – CEO Clint Freeland – CFO Hank Jones – Chief Commercial Officer Catherine James – EVP & General Council Sheree Petrone – EVP Retail Dean Ellis – VP Regulatory Affairs Carolyn Burke – EVP Business Operations and Systems Analysts Jonathan Arnold – Deutsche Bank Julien Dumoulin-Smith – UBS Steve Fleishman – Wolfe Research Ali Agha – SunTrust Neel Mitra – Tudor, Pickering Jeff Cramer – Morgan Stanley Greg Gordon – Evercore ISI Angie Storozynski – Macquarie Shahr Pourreza – Guggenheim Partners Praful Mehta – Citigroup Michael Lepides – Goldman Sachs Ashwin Reddy – Venor Capital Operator Hello and welcome to the Dynegy Incorporated First Quarter 2016 Financial Results Teleconference. Please note that all lines will be in a listen-only mode until the question-and-answer portion of today’s call. [Operator Instructions] I would now like to turn the conference over to Mr. Rodney McMahan, Managing Director, Investor Relations. Sir, you may begin. Rodney McMahan Thank you. Good morning, everyone, and welcome to Dynegy’s investor conference call and webcast covering the company’s first-quarter 2016. As is our customary practice, before we begin this morning, I would like to remind you that our call will include statements reflecting assumptions, expectations, projections, intentions, or beliefs about future events and views of market dynamics. These and other statements not relate strictly to historical or current facts are intended as forward-looking statements. Actual results, though, may vary materially from those expressed or implied in any forward-looking statements. For a description of the factors that may cause such a variance, I would direct you to the forward-looking statements legend contained in last night’s news release and in our SEC filings, which are available free of charge through our website at dynegy.com. With that, I will now turn it over to our President and CEO, Bob Flexon Bob Flexon Good morning and thank for joining us today. With me today our Clint Freeland our Chief Financial Officer, Hank Jones our Chief Commercial Officer, Catherine James our Executive Vice President in General Council, Sheree Petrone our Executive Vice President of Retail, Dean Ellis, our Vice President of Regulatory Affairs, Carolyn Burke, our Executive Vice President of Business Operations and Systems. We posted our earnings release presentation and managements prepared remarks on our website night. Following a few brief opening we will devote the bulk of our scheduled time to your questions. Our safety performance is measured by our total recordable incident rate, had two different story lines. First the gas segment which had five of our PG&E combined cycle generations stations, set first quarter facility productions records, achieved zero recordable during the quarter. The coal and IPH segments on the other hand had 10 recordable injuries, primarily strains and bruises. We’re working close with our union and non-union employees as we are determined in match the outstanding performance the gas segment achieved during the quarter across the entire fleet. Adjusted EBITDA for the first quarter was $251 million versus $85 million during the same period last year. The significant increase was primarily driven by the $209 million contribution from the EquiPower and Duke Midwest acquisitions that closed at the beginning of the second quarter of 2015. Although the Central and Eastern portions of the country had winner temperatures well above normal, the fleet’s advantageous access to lower cost natural gas, provided healthy spark spreads and generation volumes. The MISO capacity auction results for planning year 2016-2017 will release nearly three weeks ago. Our units without existing capacity commitments were bid in at a cost as approved by the independent market monitor. Dynegy did not clear any of its 2,197 megawatts of unsold capacity, as the current price was below unit cost. The lack of compensation from the MISO capacity auction continues to be a derivative of a hybrid market design that mixes utilities outside of Illinois with competitive generators located in central and southern Illinois. The utilities do not relay in this auction for their compensation and bid there units in at zero cost, which drives down the auction clearing pricing, resulting in insufficient compensation for the Illinois based competitive generators. With no relief inside from MISO towards the state of Illinois taking a proactive position, we’re self-correcting the cash flow deficiency by shutting down the capacity in excess of our retail and whole sales, sales volume to substantially eliminate our reliance on the annual MISO capacity auction. As a result, we are we are shutting down Baldwin units 1&3 and Newton units 2. An additional 500 megawatts is targeted for shutdown later this year. On June 2016 the 465 megawatt Wood River plant is being retired. Over the next five years, we estimate the free cash flow saving from shutting down Baldwin and Newton units to be close to $200 million or substantially higher if the Newton scrubber isn’t completed. This is in addition to the roughly $100 million in free cash flow savings to be realized over the next 5 years from the retirement of from the retirement of Wood River. As we reposition our MISO portfolio now is the appropriate time to address IPHs Genco subsidiaries. While Genco has sufficient liquidity today the combination of weak energy prices, unsold capacity, higher cost units, upcoming ELG and CCR spend and $300 million debt maturity in 2018 warrants the pursuit of a permanent fix for the entity. Discussions will be initiated with the debt holders in the near future and we aim to amicably resolve the situation during 2016. Resolution will either be a more sustainable business model or transitioning ownership of Genco’s three plants to the debt holders. Finally, we are reaffirming our 2016 adjusted EBITDA guidance at $1 billion to $1.2 billion and free cash flow of $200 million to $400 million. At this point operator I’d like to open up the sessions for the Q&A. Question-and-Answer Session Operator Thank you. We’ll now begin the question-and-answer session. [Operator Instructions] And our first question comes from Jonathan Arnold, Sir, your line is open. Jonathan Arnold Quick, to start I guess the 500 megawatts that you are — you say you are still looking at, can you give any color into where those — which Coal or IPH and then maybe talked to the might or might not lead to the scrubber needing to be built in the scenarios you are laying out? Bob Flexon Jonathan, I’d say the 500 megawatts was not decided upon at this juncture, but it depend if we can loose from existing commitments from some other units like at the IPH subsidiary, some of the units have commitments into PJM and if we are unable to move them, that would rule out shutting down any of the units that have those types of commitments. But when you look geographically the assets in the north get much better pricing than the assets towards the south. So you would look towards the assets, towards the southern portion of the state. And again, I guess the highest cost unit is going to be — is probably Newton because of the scrubber requirements, so that would be a potential candidate. But they do have commitments to PJM, so that may require us to look out square. Jonathan Arnold So putting those comments together, if you are able to kind of shift the PJM commitment that the other Newton unit has and you’d be able to — that one would be up — you would be able to close it and then you wouldn’t have to the $200 million? Bob Flexon It would make it a likely candidate, but I wouldn’t go as far as to say that’s been decided and then the whole issue around the scrubber, I think that’s one that we’ll be taking as we go through the restructuring of IPH. So right now we’re still committed and require to keep on target with the variance that we have to continue the spending around that, but we will take a look at that in the coming months as we look to resolve the ongoing structure of IPH. But to the expense that we are able to move some of the commitments we can meet the multi-pollutant standard without the scrubber, so ideally if we can get there, it would be to eliminate the full scrubbers spend. And then the free cash flow savings over the next five years we jump from $200 million that I mentioned a moment ago to probably north of $400 million by eliminating the scrubber. Jonathan Arnold And is the scrubber sort of yes or no, it doesn’t flex down because one of the units is closing, is that correct? Bob Flexon Well, I mean you can scale it down, but it’s still a substantial spend even with just one of the scrubber coming up. Jonathan Arnold Okay great, and then on similar topic when we look at that Slide 23, you showed the PSA, the value transfer and subsidies sort of $150 million annually into Genco. Presumably that’s — is that the value of the retail hedges that are currently allocated to Genco? Bob Flexon Jonathan, I mean we are trying to highlight on that slide is that the IPM has all the wholesale and retail contracts, the way the power supply agreement works just the calculation, it actually overstates the amount of compensation that Genco is currently getting. And if the Genco box were to be separated we would likely cancel the power supply agreement that’s there and that’s what we did on Page 22 is to highlight that, it’s getting actually a subsidy of about $150 million between the wholesale contracts and the way the calculation is done, and that’s why on that following page on 24 we tried to show what this Genco looked like on a standalone basis and again with the pricing in the South, Newton in particular and Coffeen, faced a lot of congestion so they tend to have the a larger basis spread than the other asset to the north. So Genco on a standalone basis without the PSA, without the over allocation of revenues coming in from these contracts is — faces significant financial challenges. Jonathan Arnold So there is that value in a Genco [indiscernible] go away ends up being something we are retaining within IPM and IPRG, correct? Bob Flexon That’s right. Jonathan Arnold Okay, and then so I was just — one other thing on just as you — presumably that you didn’t see significant impact towards the current capacity market, clearing construct from these assets that you are identifying for closer because they didn’t clear. But what about on an energy price look and would there be impact on the congestion basis that you have been seeing around Baldwin and Newton from retiring, some of the units and would that be a help? Bob Flexon Well, definitely we see lower LNP prices in the South than the North and you face congestion. Whether not shutting down these units relieves that congestion or not, we don’t know that for MISO to go through and do the analysis around transmission system, but certainly overall the assets down there, routinely face issues with congestion. Jonathan Arnold But that’s not something you are willing to make a stab at? Bob Flexon No. Jonathan Arnold It could be factor? Bob Flexon No, I’ll leave that to MISO. Jonathan Arnold All right, well thank you very much. Operator Thank you Mr. Arnold of Deutsche Bank. Our next question is from Julien Dumoulin-Smith from UBS. Sir, your line is now open. Julien Dumoulin So two quick follow up there and couple of others. Just to clarify, the PSA value that you identified, do you retain that so you can opt to get out — cancel the contract with Genco, but is that full value retained back at the Dynegy and Ameren boxes? Bob Flexon The PSA are cancelable with six months’ notice. So yes we go through our restructuring in discussion, I mean that’s something that we will considered. To date we haven’t done that and we intensely have not done that, we’ve been doing everything we possibly can to support the Genco subsidiary. So that just comes into the discussion around restructuring. Julien Dumoulin Got it and then just to clarify, the timeline on the deciding the last 500 megawatt increment? Bob Flexon Going to be later this year. Julien Dumoulin Is there something specific you are waiting for, just to be clear? Bob Flexon Again, I think what had mentioned to Jonathan a moment ago that some of the units have commitments and so we have to take a look to see if we’re able to transfer those commitments to other facilities. Julien Dumoulin Okay, and maybe where I am going with this, what are thoughts on legislation and MISO reform? And how much does that drive your thought process here? And I’ll be curious actually, what you think of the MISO reforms in terms of driving improved pricing signal here? Or do you really need legislation? Bob Flexon No, I would said Julien, unlike some of the utilities to our east, we are taking matters into our own hands and we are not waiting around for a legislative solution here. We are willing to right size of portfolios to match our retail obligations and wholesale obligation and not rely on the capacity market going forward. The reforms to which I think you are referencing around Zone 4. I mean MISO is doing what they can, I mean they’ve got the issue of stakeholders with competing interest, than you know the vast majority of the members are utilities and utilities don’t want to see any change to the model, they’re quite comfortable the way it works for them. So they are trying to do what they can do restructure Zone 4, right now in looking at a forward capacity options with a slope demand coverage it’s being targeted for the local clearing requirement which we saw drop from over 8,000 megawatts to 5,000 megawatts this year. And there is no reasonably to believe that that’s going to stop shrinking as the transmission continues to come in, the local clearing requirement we would expect to go down and when the resources are up than 10,000 megawatts. We are not optimistic that that’s going to solve anything. Julien Dumoulin Got it, and then just coming back here on IPH, what’s the timeline you are looking at here I mean how do you expect to proceed? And I want to follow up a little bit on the nuance there. You talked previously that asset contribution how does that stand in the contacts of any restructuring? Bob Flexon Well, we have actually some — I guess our first meeting with group of the debt holders later this month and so there we are just going to just have to start the dialogue and just look at what are they — how are — we really think both parties want to understand how each party is thinking about how do we move forward in a way that’s constructed for both. So at this point in time it’s — we’ll have our meeting and start exchanging thoughts on what’s the solution here. Julien Dumoulin Got it. And then just if you can comment briefly, you alluded to it on the power markets the east obvious we see the latest afford with the PPA efforts in Ohio, any commentary on what the next steps are at FERC or otherwise? Bob Flexon Well, I mean obviously FE has filed the next, I guess it’s been characterizes their Hail Mary. We will continue to strongly oppose it and I guess AEP is about to file something as well. I mean there is virtual PPA where they are going to rate base something that’s not in rate basis, an interesting twist on it, but it’s clearly an end run around FERC and my view is that PUCO, the Public Utilities Commission of Ohio proves this, they outta be run out of town. But we’ll stay with the process, where it leads, but we are going to continue to be an advocate against just unilateral parts trying to end-run the system. Operator Thank you. And we have a question coming from the line of Steve Fleishman of Wolfe Research. Sir, you may now ask your question. Steve Fleishman Just on the kind of commentary related to the retirement you mentioned several times that you like to — you are interested in talking to Illinois about options, could you just maybe talk about whether there have already been some discussions with Illinois and what would be your preferred option that help these plants. Bob Flexon I mean we had discussion over the course of the past couple of years and certainly Exelon has been trying to do similar things. I have to say that it hasn’t gotten much traction, the state is preoccupied with budget issues and infighting while the utilities to the west are just taking over the generation responsibilities for the state of Illinois. I mean that we’d love to see a solution that allows a competitive generator to compete on equal footing, I mean ideally the solution for us is to scoopers with the competitive generators I mean we want to be in the competitive market hybrid models don’t work, this also goes back to Ohio. What AEP and FirstEnergy are trying to do is create what MISO is and we don’t want that, we would like a pure competitive market and as Illinois decided that the whole state should be PJM, would be the ideal solution for us. Short of that is just the other alternatives that we put out there is, either you take the Central and Southern Illinois in that if you can’t beat them, join them philosophy and just make that regulated along with the rest of MISO and that takes care of that problem, whether or not Illinois wants to do something in between that is up for them to decide, we’d love to save these plants, we’d love to continue working, these plants are low cost plants, they are environmentally compliant plants, probably a lot more efficient than some but plants that the utilities are utilized and so it would be best for Illinois to preserve these plants to preserve the jobs, but as long as the market is designed this way and MISO, we’re mixing utilities with IPPs, you are going to see incredible stress put on our units as well as any other competitive generators, Exelon is facing the same challenge. Steve Fleishman Okay. And just from a logistical standpoint I think you meant, you said you are mothballing the plant, when would something has to be done by either Illinois or MISO for the plants to kind of not go from like mothballed to actual full shutdown and is there like a — also point in time where you could not bring them back, like permitting everything is gone. Bob Flexon And let me look to Dean for a second. Dean, is there a statutory duration on the mothballing? Dean Ellis Yes, Steve. This is Dean Ellis. So, our interconnection rights are preserved for three years. MISO will, of course, in the next six months, study whether there is a reliability need driven by the mothball provision. So, there’s a couple of checkpoints here along the way. But the short answer is that, for three years, we have the preservation of the interconnection rights. Operator Now we have Ali Agha of SunTrust. Sir, your line is now open. Ali Agha So the plants that you are retiring if I saw this right, you are looking at about 200 million of free cash flow savings over that next five year period, but from an EBITDA perspective that is essentially neutral if that right? Clint Freeland Ali. This is Clint Freeland. That’s right, over the next five years in total the plants the units are slightly EBITDA negative, but not meaningfully. I mean it’s breakeven but slightly to the negative. The issues for the plants though is just the CapEx spend and that’s what really drives that free cash flow profile. So as an example over the roughly 200 million I take a 160 of it is related to CapEx and the balance is related to EBITDA. Ali Agha I see okay. And then looking beyond just the actions that you’ve correctly taken and then I understand you are saying you are balancing your fleet in the Midwest, but overall from a bigger picture perspective, is coal a fuel source you want to be in? Just given how these markets are and given what’s been going with gas and power prices or strategically do you want to more gasify this portfolio or how are you looking at this portfolio beyond just these actions? Bob Flexon We’ve already have a significant moves towards gas and particularly once we close the handy transaction that our portfolio — again, from an EBITDA standpoint is 90% gas 10% coal, but I do think there is a value to have — to continue to have the right sized coal element within the portfolio because it essentially makes you non-natural gas and obviously natural gas being a commodity goes through those cycles. So, we get a particularly significant uplift in arising gas environment around your coal assets, so I think that’s an important part of our portfolio going forward. We just have to make sure that its right sized, we’re utilizing the right scale of it and we’ve got the channels to market for our MISO portfolio which is our wholesale origination efforts as well as our retail business. But we definitely want to remain in the coal generation business because I think it offers something that, if you’re just a gas generator then you just don’t really have the upside that you have when you have the coal element in the portfolio. Ali Agha And so your thought there just to follow up there, is that there is a cycle you see where gas and hence power prices could once again go back to levels that we saw like six, seven, eight, years ago? Bob Flexon I mean certainly with the demand in place for natural gas whether it’s through export or generation or industrial use or the like, I mean the gas market swings and have to have that protection in our portfolio with the coal generation assets I think is a real plus for our portfolio. So, I am very much bullish on our coal portfolio, do not want to see it rationalized any further than what we’re discussing today. So I think we’ve got at this point, we’ll have it right sized and it’s going to be important part of us going forward. Ali Agha And where do you stand in terms of your California assets, what’s your latest there? Bob Flexon Not much of a change we’re still waiting to get the ruling on the gas tariff for Moss 1 and 2, Moss 6 and 7 the contract expires at the end of the year. There doesn’t seem to be much appetite in the state for re-contracting that particular asset. So it’s a little bit — right now is in steady state. We think that ones we get that gas tariff, ruling comes out than we’ll have a much clearer path to exit California. There is still some folks looking at the portfolio, but I am not optimistic that we can actually exit California prior to understand that the gas tariff comes out to be. Ali Agha And last question and looking at the energy markets as you’re seeing them in your core areas of concentration. Are you seeing much differential between your fundamental view and what the forward curves are telling us right now? Bob Flexon Sorry I missed that, we have a difference here on the fundamental curves between –. Ali Agha I am saying that in the markets that you’re focused on PJM, you’ll soon be entering ERCOT with the energy portfolio in the Midwest. Are you seeing a much big — a big differential between what you think is a fundamental pricing view versus what the forward curves are telling us right now in any of the regions? Hank Jones This is Hank. Our view continues to be that with the rationalization of capacity over the last two-three years driven by low gas prices and mass compliance issues that the system is tight — it just hasn’t been tested, it hasn’t been tested with high demand periods for the last two seasons and I think that will tell us a lot about where it goes. So our view is if forward markets don’t project that tightness and it’s further exacerbated in the northeast with the absence of any kind of winter this last winter, a lot of the scarcity premiums associated with natural gas were worked out of the system and each new season is a jump and the clock has to be reset. So there is still deliverability challenges in high demand periods for natural gas in the northeast. The continued delay in pipeline projects to bridge the west to east gas deliverability gap. All those things continue to perpetuate that situation. So there is — our view is that that forward markets don’t project that value. Operator Thank you. And we have a question from Neel Mitra of Tudor, Pickering. Sir, your line is now open. Neel Mitra Given that you have a large amount of cash flow suites to service the energy deck going forward. Are there any additional assets beyond Moss Landing in California that you view as non-core that you could possibly monetize given that you have a much larger asset fleet at this point? Bob Flexon First of all on the cash fleet, I wouldn’t — we haven’t done the financing yet, so we don’t know whether we have cash suites or not. But on the remainder of the portfolio what we are looking at there is I think a couple of peaker assets in PJM that were considering now whether we hold them or go for some level of price discovery to see what value the market would place on those assets. And then I would say the other one is in New York which we are just one asset we have, a very good asset in New York been independence 1,200 plus megawatts combined cycle access to Marcellus gas. That’s one that were also doing price discovery on. So depending on whether or not the market values it appropriately that could potentially be something that we would monetize and that’s something that we’ll have a better view on probably by the end of the second quarter of this year. Neel Mitra And my second question, now that you have started the negotiation discussions with IPH bond holders, what’s the ultimate goal that you’re looking to get to, is it to ultimately consolidate IPH into the Dynegy balance sheet, just making it credit accretive or credit neutral, or do you still want to keep it ring-fenced? Bob Flexon I mean, the ultimate goal is no lawyers. But we haven’t had our first meeting yet, but you can see the outcome from more extreme being, they take three units, the other extreme would be, we bring it on to the Dynegy balance sheet if we had — if we got the right level of capital structure for IPH. So, there would be a significant reduction in the debt for us to go to that extreme. But to me, they are the two bookends that’s going to be in play and it all comes down to where can we meet on this. But I mean ideally in the perfect world, we’d have all of this things together on the Dynegy balance sheet and you wouldn’t have separate ring-fenced, independent Board members, a whole other Board that we deal with, corporate commercial protocols and we’ve got the strongest ring-fenced we ever could have possibly put in place but that brings the level of cost and inefficiency with it. So ideally you can eliminate that through this process, so the question is going to be, if we can’t get the right capital structure then the assets go to the debt holders, that on the other hand if you can work through an agreement with them, it would be great to, just eliminate that inefficiency that we’ve created that was designed to protect Dynegy from the debt becoming, recourse to the balance sheet. Neel Mitra Got it and then I just wanted to lastly follow up on the MISO coal closures, Could you kind of reiterate or explain why you are choosing to do that ahead of the MISO capacity reform discussions, I guess that will started to in the second half of the year, I guess do you still preserve you the option value by mothballing the assets, could they come back. Could you just kind of walk through your thought process with that? Bob Flexon From looking at they are mothballed, the assets can indeed comeback. But again our view on the redesign of the redesign of Zone 4 from MISO, while MISO is doing every attempt they can to improve the design structure, we’re at outnumbered outgunned by that 14 different utilities in the process. So the reformed made to Zone 4, we’re not optimistic that they are going to make a big difference and we made a discussion, we’re not going to run free cash flow negative on new assets and we saw that the auction this year, 2,000 megawatts this year at the auction, disappeared of demand and if you look at the bid curve, that we had in the presentation that was on Slide 14, if we had the same level of demand as last year, all of our units could have cleared, but 2,000 megawatts demand disappeared. And so every year, something else with the way this capacity option works and you just can’t keep that in Zero, so it’s one where we decided to take matters into our hands, let’s just right sized the portfolio. So you know as we’ve always said the capacity option is the last channel that we look to monetize our capacity and being two year in a row were we’ve had unsold capacity in excess of 2,000 megawatts, it’s just time to match the generation supply with the retail and wholesale sales that we have and eliminate the exacts that we don’t get paid for. Particularly, for these assets as well, since they are in the South, and as we mentioned earlier face congested and lower LMP pricing. Again you’ve got the utilities to the west that just go on must-runs. So whether their plans are economic to run or not it as doesn’t matter, they just run them. So it causes a cycling of some of these plans as well which increases the maintenance cost and the reliability challenges. So it’s just time to right size the portfolio and move forward. Again as you said and I said at the beginning, these units are mothballed. So suddenly, if the construct looks like it has real appeal to it than we can make a different decision, but the way it looks now it’s not going to happen, it’s not going to happen any time soon. Really the only thing that can make a difference is the state of Illinois to wake up, which for two years they haven’t and I know that it’s a source of frustration on our part and other generators parts — we just can’t wait around for it. Neel Mitra And to that point, you mentioned, I guess, one of the only ways it would work was if you could move into PJM. What’s the constraint there? Is it a lack of transmissions for the southern Illinois plants? Or is it the fact that you are in the Ameren zone and the T&D Company decides what interconnect you are in? Bob Flexon Yes, it’s the latter. I mean, you know I was talking to Andy Ott about it at PJM, and I asked Andy, I said, how long does it take to do a conversion to go from a MISO to PJM from a technical standpoint? He says about 10 minutes. It’s the political process that will take you years. But right now, the transmission provider is the one that makes the determination, and that’s Ameren. And Ameren has no desire whatsoever to move from MISO to PJM. So one of the things that the state of Illinois can do is they can legislate that the state of Illinois will be part of a different ISO. And that’s one of the solutions that we think that the state of Illinois should grab onto. Operator And we also have Jeff Cramer from Morgan Stanley. Sir, you may now ask your question. Jeff Cramer Just thinking about solutions for IPG, and you talked about potentially consolidating at the Dynegy level. Just with the assets free cash flow negative, can you just kind of talk about how you view leverage from that perspective, and if you were to go down that road? Bob Flexon Well, I mean, again, the only way we would ever bring it to the balance sheet is if it had — it would have to have a very low amount of debt on it. And the assets we’d have to have confidence that they are free cash flow positive. Again, I would say that the assets combined with the retail book and everything, it’s — you can have a nice portfolio but you’ve got to get the right capital structure in place to be able to do so. And at this point, I mean, I don’t want to speculate what that capital structure is or the amount of debt that would have to be reduced in order to do something like that. Again, I think the two extreme outcomes are the debt holders get the plants or we consolidate it on to the balance sheet because we’ve got such a significant discount on the debt. It’s somewhere — you know, they are the bookends. And where it ends is somewhere either within that range. Jeff Cramer Got it. And just the two liquidity facilities that you signed during the quarter, $100 million at the Dynegy level and $25 million at the JV level, is this in addition to the Dynegy revolver? Or what are these? Clint Freeland Yes. This is Clint. There are several banks that have come into the acquisition financing, and as part of that have provided us commitments to other upsize their commitments or increase their commitments to the DI revolver. And that’s about $100 million at the DI level. One of the banks came in at the JV level and provided a liquidity facility commitment to the JV. So in total, $125 million — $100 million at the parent, $25 million at the JV at the DI level. It’s just simply upsizing our existing revolver by those commitments. Jeff Cramer Understood, okay. And then, the capacity payments that you modified, where those all sourced from assets in RTO? We assume those are the capacity prices that will be paid out? Clint Freeland I believe that’s right. Jeff Cramer Okay. And then just kind of the way it was structured, if — I mean, if there’s nonperformance or penalties, how does that work? Given the relationships? Clint Freeland Yes, we retain the upside and downside of penalties and bonuses. So it’s just the base level of payment that we expected to receive for both the base and the CP that was monetized. But again, any rewards or penalties are retained by us. Jeff Cramer Okay. And then just lastly, there were some changes quarter over quarter in the PJM in the level of PJM commitments. It was one of the slides in the Appendix. Is this following the monetization? That didn’t appear to add up. We are just kind of curious what drove some of the changes there? Hank Jones This is Hank. I think you may be referring to some of the true-up activity that occurs in the incremental auctions. There are opportunities to either sell additional capacity or to buy back portions of incremental — of capacity. In the most recent incremental auction, there was — capacity was sold by PJM as an artifact of their transition to the CP environment. They had excess capacity in the system and it was liquidated at levels at which we purchased some as replacement. I think that’s what you are referencing. Jeff Cramer Okay. So that can change quarter to quarter, based on that? Bob Flexon Yes Operator Thank you and we have a question from Greg Gordon of Evercore ISI. Sir your line is now open. Greg Gordon So, I’m just going to go back to beat a dead horse and make sure I understand what’s going on here on page 29 in the Appendix. So, when you shut these units down, essentially the savings that flows to us as investors and shareholders, is the $200 million of cumulative savings from the reduction in the capital expenditures. The reduction in operating cost essentially is offset by reduction in gross margin and you are looking at a neutral EBITDA impact. Correct? Bob Flexon Yes. I mean, I will fine-tune that a little bit and Clint can check me on this, but for Baldwin and Newton, the savings — you’ve got $160 million of savings there in CapEx. All right? So that’s $160 million. And if you put into their additional negative EBITDA from the units over that same five-year period, it rounds up to about $200 million over five years. And then incremental to that would be the Newton scrubber, if it’s not built. Right? So, Wood River, the Wood River savings, between negative EBITDA and the CapEx, is another, what, $100 million. Clint Freeland $100 million. That’s right. And what we tried to do on slide 29 is to show at the top part of the slide, as people are modeling these plants going forward post these unit shutdowns, what should they be assuming for cost structure? And so, Baldwin at $50 million of OpEx and Newton at $30 million, Wood River and Brayton Point each at $5 million. And one of the reasons that we tried to put this out there is that I think there would be a temptation to assume, well, if Wood River and Brayton Point, as an example, are retired, that that OpEx would go to zero. And that’s not really correct, because you have things like property taxes, insurance, security, other costs like that that need to be considered. And again, for Baldwin, you are shutting down two of the three units, but that does not necessarily mean that there is a two-thirds reduction in the O&M. So, we tried to lay out kind of the ongoing post-shutdown cost structure so that people could model it correctly. And then looking at those costs relative to kind of what historic costs have been, and what’s the total reduction over the next five years just in the cost structure alone, that’s what’s on the bottom part of the slide. But like Bob said, when you think about it from a — let’s say, on a free cash flow basis over the next five years in aggregate, what do we think the benefit on a free cash flow basis is? It’s about $200 million. Greg Gordon Right. No, that’s very — that clears that up for me very well. The other thing that just jumps out, which is fairly obvious to me is, I think other people have alluded to in their questions, is just given the ring-fence structure at IPH, and how profitable Illinois Power Marketing Company is, is there a scenario where we just lose Illinois power-generating company and then have a pretty profitable retail operation? Bob Flexon So the retail business is outside of Genco. Right? Is that what you are essentially saying, Greg? Greg Gordon Yes. Bob Flexon Yes that’s right. Clint Freeland And Greg, the way to think about IPM is that that is the market-facing entity for IPH. And so, for retail contracts that are allocated to IPH for bilateral capacity sales or so forth, they all run through IPH, and then those dollars are allocated to Genco and IPRG through the PSA agreements. So, that’s how to think about IPM. At the end of the day, IPM is simply a flow-through entity where new contracts are provided to IPM through the Dynegy wholesale and retail teams. And then as those dollars come in, then they are allocated under the PSA’s. Bob Flexon And generally speaking, Greg, the retail and wholesale obligations are not unit-specific in general. There might be a small exception here or there, but largely, they are not unit-specific. Greg Gordon Got you thank you guys, very clear. Operator Thank you. And we now have Ms. Angie Storozynski of Macquarie. Ma’am your lien is now open. Angie Storozynski I wanted to go back to IPH, surprisingly. So, last quarter, you guys made some comments about what a big discount you trade at, given the EBITDA composition of your earnings basically coming primarily from gas. Yes, you are mentioning that IPH could offer some gas option, but you do have a coal-core portfolio in Illinois and also some other coal assets in PJM, which arguably could be actually a better gas option. So do you think that sticking to IPH through some debt restructuring actually could create more value than walking away from this ring-fencing structure that could in turn potentially boost your EBITDA because you wouldn’t have that coal drag on your multiple? Bob Flexon I mean, it depends, Angie, on just at what cost. Right? So I mean, there’s a value where it’s worth retaining and there is a value where it’s not worth retaining. So — and we have to go through the discussions with the debt holders to see. But it’s got to be very clear to us that it’s value-accretive for our shareholders to do something like that. Again, I was just putting out really the two bookends on what could happen. I’m not saying that our goal is to move it to the parent, but if the economics were so compelling that something that — it made since, I wouldn’t rule it out either. Angie Storozynski But do you really think that IPH is a good gas option? Bob Flexon Are you talking IPH or just Genco? Angie Storozynski Just Genco, yes. Bob Flexon IPH, I would say definitely is because the pricing for Edwards and Duck Creek certainly get much better prices than you get in the South. It trades much more in line with Indy Hub. Angie Storozynski Okay, but Genco? Bob Flexon Genco again is a little bit more challenged. Now you have PJM commitments at Newton, and we have an upcoming PJM commitment at Joppa for 240 megawatts. And Joppa is one of our lower-cost units and it has a new rail contract coming in. Its dispatch cost is going to be less than $20. Angie Storozynski Okay. And then on — can you give us any update, if there is one, on financing of the ENGIE acquisition? Potential financing? Bob Flexon Yes, Angie, I think at this point, we are planning for an early fourth-quarter close. And I think when we start looking at the calendar on when would be the optimal time for us to go to market, to me that’s probably June/July timeframe. We’ll make that decision a little bit later this month kind of based on market conditions. But that’s what we are preparing for. The way that I want to prepare for this is to be ready to go at the end of this month after Memorial Day, and then kind of pick our moment when the market is right. Angie Storozynski And that would be a bond offering or –? Bob Flexon Yes, I think we are still taking a look at this. What we’ve seen is, since we announced the transaction, the high-yield market has meaningfully improved. And so, at this point, we believe that we will be able to finance the entire 2.25 to 2.3 amount that we outlined in the transaction announcement, and not need to use the ECP bridge. I think most of that is likely to be term loan B or some type of secured instrument. We are just going to have to see what the condition of the market is at the time as to whether or how much second lien or unsecured notes would be involved. Angie Storozynski Okay, thank you. Operator Thank you. And we have a question from Shahr Pourreza of Guggenheim Partners. Sir, you may ask your question. Shahr Pourreza Most of the questions were answered at this point, but just curious, on the service fee that you were collecting from IPH, I think it’s sort of made up between some G&A and O&M support — and I understand IPH is sort of ring-fenced, but in a situation where you were to just hand the keys of the assets to the bondholders, is there sort of any liabilities that could come up as a result of that? Or any sort of prolonged mismanagement of the assets or anything that can come up? Bob Flexon No. I mean, we — when we originally established the ring-fence and the service agreements, and the energy management agreements, it was all done utilizing arm’s-length transactions that were reviewed and verified by outside third parties. I would also say that on the Genco allocation, we’ve been doing things to actually give Genco a little bit of relief. We actually had not even been collecting the fee this year, which runs about $3 million — a little over $3 million a month. It’s just been an accrued payable to us at this point in time this year, just to make sure they are comfortable with the right level of liquidity down there. So, we feel again, with the ring-fence structure that’s been put in place, third-party review of it, the verification, not only by the outside third parties but also by our Genco Board members, that it’s a fair allocation. And we’ve played this right down the middle. And we wanted to make sure that, from day one that we operate in the very best interest of the stakeholders of Genco. And we continue to do so. And in the discussions this morning around Genco, I mean, I also want to be respectful of the bondholders as well. We want — we are going to have our first meeting in a couple of weeks and have discussions about what’s the art of the possible here? We want to work through this jointly. We don’t want this to turn into a situation where it becomes very contentious and becomes a very large legal exercise. We don’t think it has to be that. And from our standpoint, we’ve made sure that we’ve done everything we’ve needed to do over the past few years to ensure that there isn’t any issue whatsoever around how it’s been — how Genco has been run and how we’ve managed the liquidity. I think the decisions that we have to make around shutting plants and the scrubber, everything, is done in the context of making sure that this is in fact in the bondholders’ best interest. I don’t think there is any bondholder out there that would say, gee, we really need to spend $200 million right now for a scrubber. I mean, the facility just doesn’t have — the subsidiary just doesn’t have that type of liquidity. So, again, everything that we are doing, whether it’s service agreements or how we run the business day-to-day, is to ensure that we honor the ring-fence, and we do what we need to do in terms of our fiduciary duty towards the bondholders. Shahr Pourreza That’s reassuring. Thanks, Bob. Operator Thank you. And our next question is from Praful Mehta from Citigroup. Sir, Your line is now open. Praful Mehta So quick question on I guess IPH, which is one of the options clearly is, you kind of consolidate obviously the need to take, or the debt holders need to take, a meaningful hit in terms of what the value of the debt is. I guess in exchange for that, is there a consideration that they could get warrants or something up top? Because I’m assuming if they take some form of a hit on their own value of the debt, they would look for some at least option value on the upside if IPH were to turn out to be meaningfully positive. Clint Freeland It’s probably getting a little too granular. I mean, we have to have discussions with the bondholders, and I think those discussions will happen behind closed doors for the time being. Our first meeting is really we are going to just put out our position and make sure that we wanted to come forward today with as much public information that we felt that the first meeting would be productive without asking bondholders to get restrictive. So, that’s the plan just for now is just to exchange ideas and thoughts around this thing, and we haven’t thought anything about what a settlement looks like. We need to understand their position and they need to understand ours, and then we’ll build from there. Praful Mehta Fair enough, completely understand. And then secondly, on this MISO capacity position, for all your uncommitted megawatts now, given the plant shutdowns, which you clearly laid out, makes sense, how do you see that? Is there enough market you see on the bilateral side or through the PJM side to kind of clear the uncommitted megawatts? And how are you thinking about those uncommitted in the ’18-’19, ’19-’20 timeframe? Bob Flexon Well, I mean, what we’ve seen in our retail businesses, our Homefield Energy business is doing quite well within Zone 4. And that kind of was borne out last quarter when we announced how we picked up nearly 1,000 megawatts from Good Energy at close to $4.50 a KW a month for the capacity. Right? So what we are seeing is that other retail providers don’t necessarily like to come into Zone 4 because they have to buy capacity or be short capacity and take it to the auction. And you said that this last auction, if you look at that bid curve, if that demand moves by 500 megawatts or 1,000 megawatts, it’s an entirely different price. So any retail provider coming into the space without generation is making a big bet on what capacity is going to clear at. And certainly now going forward, if Clinton were to retire, if you have — you know, you had these assets coming out of the marketplace, I mean, all the slack is gone out of MISO. So coming in and selling retail, unless you have generation, is — and what we are seeing is not something that outside retail providers actually want to come in and do. So, a matchbook for us is the right strategy in that market. And I’m not worried at all about not being able to move the megawatts through our retail book in 2018/2019. We’ve got a great retail team, and we’ve got the right assets spread across the state to back that retail business. Praful Mehta Yes, that makes complete sense. Thanks, guys. Operator Thank you. And our next question is from Michael Lepides of Goldman Sachs. Sir, you may now ask your question. Michael Lepides Two questions about the Northeast power markets. First of all, New England, and I’m sure you’ve addressed this over the last couple of months. There are some market design changes that are well underway, including the kind of the convex demand curve and the shadow bidding. And the market cleared long in the last capacity auction. Can you just talk a little bit about your expectations going forward from here, in terms of New England supply and demand for capacity? That’s question one. And question two is, with the cancellation of Northeast Energy Direct and continued delays in Constitution, can you talk a little bit about what that means for your gas power plant fleet, thinking Independence in New York but also the entire New England fleet? Hank Jones Sure. This is Hank. The — in terms of the changes in the Northeast there in the capacity market and the available — the supply and demand balances, there is still 4 or 5 gigs of high heat rate steam units that are at risk. And in a performance incentive environment, they will struggle. And our expectation is that there are a lot of assets on the bubble. The — we were encouraged by some of the recent developments, pending confirmation, that the — that there is some transitional curves that are a big part of the conversation to smooth out the transition from the present construct to the downwardly convex zonal curves that are proposed. The — again there’s — along with pipelines, there’s still a lot of — our expectation is it’s difficult to build in New England, that [indiscernible] slows a lot of this stuff down. We think the market will — the power generation market will remain tight up there. And it is — the curve is highly-leveraged to incremental supply, but there is a lot of generation that’s at risk up there. In terms of the Northeast Direct and Constitution, the — this last winter, there wasn’t the normal separation from West to East in terms of gas basis. In the wintertime the East is, as you know, goes to substantial premiums when demand is high. And there was — it was extraordinarily low gas demand, because it just wasn’t cold in the Northeast. So that separation didn’t occur. We see incremental capacity inching its way towards the Northeast to liberate some of the trapped Marcellus gas. But these delays or cancellations and — would perpetuate the notion that the — that we would see premiums in the East in the wintertime, and that we would see continued strong negative basis for Marcellus and Utica gas, which directly feeds our New York Independence asset as well as our CCGT’s Liberty, Ontelaunee, Washington, Hanging Rock and Fayette. They buy some of the cheapest gas in the United States and our view is that they will continue to do so. Because these pipelines not being built or being delayed continues to leave a lot of gas trapped in that region. Michael Lepides Got it. Thank you, Hank. Just one quick follow-up on New England. Any thoughts about why — we are in our second year of having the performance program in New England similar to CP and PJM. Any thoughts on why some of those high heat rate steamers — I mean, I think there’s 5 to 6 gigawatts of oil units — continue to clear in these auctions, despite having some very different risk parameters in what they had three, four, five years ago and beyond? Hank Jones I can’t speak to the behavior of what other folks are thinking, obviously, but the — until the performance incentives payments — until the penalties actually occur, it might be that the risk profile is being underestimated. Michael Lepides Got it. Thanks, Hank. Much appreciated. Operator Thank you. And we will now take our final question from Ashwin Reddy of Venor Capital. You may now ask your question. Bob Flexon Ashwin? Operator [Operator Instructions] Ashwin Reddy Just a quick question for you. When we are thinking about Zone 4 over in MISO, I was curious to see kind of what your thoughts are on other guys kind of doing similar things to where you guys are, to kind of help correct the situation in the market? Obviously Exelon is out there and everyone is debating what’s going to go on with Clinton, but wondering if you could just talk a little bit about that? Bob Flexon Well, I mean there’s obviously no question that Exelon is going to try, I think, to reinvigorate the low carbon portfolio standard. I mean, ideally, we would rather see a solution that helps everyone. I would say in our discussions with unions and our discussions with the legislature that the interest is around getting the situation correct for all the generators in central and southern Illinois. So, while I understand while Exelon wants to pursue a fix, because they obviously suffer from the same shortcomings in the market that we do, a solution for the state I think is a much better outcome for the state. And I would say the unions and the legislature in our discussions are thinking more broadly than just helping one company. Ashwin Reddy Okay, thanks. Bob Flexon Thanks, Ashwin. I guess, operator, that concludes our call this morning. Thanks, everyone, for their interest and we’ll look forward to any follow-ups. Thank you. Operator Thank you. And that concludes today’s conference. Thank you for participating. 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!