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Capstone Infrastructure: Undervalued Power And Infrastructure Company Offers Significant Upside

Summary Quality power and infrastructure assets with reliable cash flows. Signficant upside to the valuation with most downside risk priced in. Pipeline of development opportunities run by management with a track record of solid execution. Capstone Infrastructure Corporation (OTCPK: MCQPF ) is a small-cap Canadian based firm that owns and operates a variety of clean power generation facilities, along with water and district heating utilities. These operations are located in Canada, the United Kingdom and Sweden. The company has a market capitalization of approximately CAD $285 million, currently pays a dividend of CAD $0.30 per year ($0.075 per quarter) and is traded primarily on the Toronto stock exchange under the ticker “CSE.” In the following sections, we’ll go into depth on each of Capstone’s operating segments and take a look at their contributions to the overall business and the sustainability of Capstone’s dividend. Natural Gas Co-generation: Cardinal Capstone owns a single 156 megawatt (MW) natural gas co-generation facility, named Cardinal. The facility has two primary revenue streams. The first stream is through its contracted arrangement with the Province of Ontario’s Independent Electricity System Operator (IESO). In this arrangement, Capstone is paid a fixed monthly fee that escalates over time in order to provide dispatchable power into the Ontario grid. When the facility is dispatched by the system operator, Capstone earns revenue on the sale of power through contracted rates. This contracted arrangement is in place until 2034. The second stream of revenue for the facility is through the co-generated steam and compressed air, which is sold at contracted rates to an Ingredion Canada Incorporated corn processing facility. With an impressive availability track record, this facility generated 49 percent of Capstone’s adjusted Funds from Operations (AFFO) in 2014. Unfortunately, this was under a much more attractive Power Purchase Agreement (PPA) than what is now in effect. In 2014, this facility generated approximately $41.5 million in adjusted EBITDA and AFFO, though is projected to come in about $30 million lower in 2015. The asset is located in Cardinal, Ontario. Wind Generation Capstone owns several wind power facilities in the Canadian provinces of Nova Scotia, Quebec and Ontario, with 228.5 MW of installed capacity today. Further, Canadian based projects in the provinces of Saskatchewan and Ontario will bring an additional 52.5 MW of capacity for the company. Its biggest wind facility is the 99MW Erie Shores Wind Farm, with 100 percent ownership and a PPA in place until 2026. Related to its development pipeline, Capstone announced on August 14, 2015, that two appeals against its wind farm development projects had been dismissed, and that it was moving ahead with the development of the Ganaraska and Grey Highlands projects. When it comes to performance, the wind segment generated $46.6 million in revenue for the firm in 2014, and added $37.7 million in adjusted EBITDA. Hydro Power Generation The corporation owns four hydro generation facilities, all on a relatively small scale between 3 and 16 MW. Two of the facilities totaling 19MW are contracted to BC Hydro and the other two facilities totaling 17 MW are contracted to OEFC (the Ontario Electricity Financial Corporation). All of the hydro facilities are 100% owned by Capstone. These facilities generated $14.1 million in revenue in 2014 and provided $10.5 million in adjusted EBITDA to the corporation. This was at a capacity factor of 50.7 percent (availability of 96.4 percent). Biomass Generation Capstone’s biomass facility, the 25 MW Whitecourt wood fired plant, is one of the largest biomass generators in Alberta. The facility runs off of waste wood, for which a 15-year supply has been contracted by the corporation. This supply agreement also has built in adjustments based on the price received in Alberta’s electricity market for the facilities’ generated power. This facility operates as a base load generator. With the change in Alberta government, additional incentives may be available in the future for green or carbon neutral generation such as biomass, which would offer an additional upside for this facility. Capstone also has a small indirect economic interest in the generation of the Chapais biomass facility, which contracts the sale of its generated power to Hydro Quebec. This interest is comprised of senior debt and preferred shares. Solar Generation Capstone currently owns a 20MW crystalline solar photovoltaic facility in Amherstburg, Ontario. This facility was designed, built and is currently operated by SunPower Corporation (NASDAQ: SPWR ). The power generated by this facility is sold at a highly attractive rate of $420 per MWh until 2031. The panels are warranted for this period and the operations are being provided under a 20-year contract, providing cost stability for the facility. Capstone is also proposing to develop, build and operate a new facility in Southwold, Ontario, with a proposed generation capacity of 38.4MW. This facility is being put forward under Ontario’s IESO Large Renewable Procurement program. Bristol Water Capstone owns a 50 percent interest in Bristol Water, a regulated water utility in the United Kingdom. The company provides water services to the city of Bristol, including treatment, storage and distribution. Bristol has substantial growth potential, with its regulated capital base expected to expand by over 25 percent in the coming five years. As Bristol earns a return on capital invested via rates, this should be accretive to its cash flow. Bristol Water has been faced with some regulatory uncertainty based upon a recent decision of its regulator, the Ofwat (UK Water Services Regulation Authority) and its asset management plan is currently under secondary review by the Competition and Markets Authority (CMA) in the UK. The impact of this is discussed further in the ‘recent developments’ section below. District Heating: Varmevarden The 33 percent equity interest in the Varmevarden district heating system in Sweden is a key cash flow generator for the corporation. The facility generates up to 639 MW of thermal heat, fueled by biomass, waste heat and oil, which is then used to heat local buildings and industrial processes. The Varmevarden facility contributed $7.4 million to Capstone’s EBITDA in 2014, an increase of 25 percent from 2013. Recent Developments The firm has struggled with some recent developments, which are indicated in a depressed share price. First, and perhaps most critically, the company is struggling with a negative regulatory decision in regards to its Bristol Water utility business. Its regulator, the Ofwat. These findings were subsequently appealed to the Competition Markets Authority or CMA. The CMA released primarily findings on July 10th. These findings were relatively positive for Bristol Water, with an additional operating expense allowance of £28 million. This closed the gap between the applied for operating expenses and what was approved by the Ofwat by about half. In addition, the CMA reduced the capital expenditure allowance by £8 million, and also reduced the number of projects expected to be undertaken under that budget by a value of nearly £25 million. The total uplift provided by these two decisions was approximately £45 million. The CMA also granted a higher allowed return via a higher weighted average cost of capital, but Bristol Water believes this could move higher yet in final determinations. The final piece in dispute is pay-as-you-go rates, which Bristol Water believes were still much too low in the preliminary findings, and indicated as much in their evidence and testimony submitted in response to these findings. A more generous decision here would move the company more in line with its peer utilities in the United Kingdom. The final decision from the CMA on the rate plan for Bristol is expected in early November 2015, after the CMA announced a delay in releasing its determinations. A positive outcome in this decision could have a substantial impact on Capstone’s share price. The second negative development is related to struggles with its power segment, posting some weaker than anticipated results in the first half of 2015. The decline due to the new Cardinal agreement was well known in advance, but some poor production performance, due to external factors such as hydrology and weather conditions impacted its renewable power portfolio, driving lower power revenues for the period. Adjusted Funds from Operation were also lower due to the deferral of dividends from the Bristol Water utility business and pending dividends in the third quarter from Capstone’s Saint-Philemon and Goulais projects. We believe the weather impacts are transitory and mean reverting over time based on the long run production of these facilities, and the dividends from Saint-Philemon and Goulais will be caught up in Q3, bringing AFFO for these assets in line with expectations for the year. Finally, Capstone has a case before the Ontario Court of Appeal, referred to as the OEFC lawsuit. Capstone was successful in winning this case against the Ontario Electricity Financial Corporation related to the price paid under power purchase agreements with Capstone and other Ontario power producers. The decision on the appeal is expected in mid-2016, and if the decision is upheld, it would result in a one-time gain of $25 million. Capstone is already recognizing and receiving in cash the additional $800,000 per year in annual revenues paid to it by the OEFC under this decision. Overall, these developments have resulted in the market pricing in a significant dividend cut, with the shares currently yielding 9.6%. When compared to its peer group (as defined in the valuation section below), it appears that the market is pricing in an approximate 50 percent reduction in the dividend. Management has maintained that the dividend is sustainable, and that its maintenance is the priority of the Board of Directors. Positives Solid Operational Performance of Generation Assets: Capstone’s generation assets all have strong availability and reliability, and appear to be expertly operated. The Cardinal plant just completed a major upgrade, and the other assets are relatively early in their lifecycles, some with long-term warranty and maintenance agreements. Management Execution of Capital Program: Capstone has been proficient in hitting recent capital expenditure and commissioning targets, as well as in arranging project financing for their power projects. This provides confidence that the existing wind development assets can be developed on time and on budget, and incremental cash flow related to projects will be realized as projected. Upside to Alberta Biomass Generation: The Province of Alberta recently elected a new government that has indicated it may place a higher priority on promoting green energy projects. Whether through a cap-and-trade type system, or through credits provided to green generators, the Whitecourt Biomass facility might see some upside in terms of available revenue sources. We wouldn’t expect this to be material to the share price. Unlevered Cardinal Asset: Currently, the Cardinal natural gas co-generation facility is not levered at the operating company level, giving Capstone the ability to project finance this asset over the life of the existing non-utility generator contract with the Ontario Independent Electricity System Operator. This contract expires in 2034. This is a potential source of liquidity for the corporation if needed to support the dividend until the pipeline of wind projects is developed, or in the event of refinancing needs at Bristol Water pending the regulatory review. The corporation estimates that this could raise $31 million in incremental liquidity. Risks Bristol Water Regulatory Review: There is substantial cash flow risk in the pending CMA review of Bristol Water’s rates. While we believe that much of the downside potential is realized in the share price today, there is the possibility the decision could be worse than the preliminary findings may have indicated. However, the other side of this is a potential upside if a positive decision more in alignment with Bristol Water’s application is rendered. Executing growth over the next two years: Capstone has a number of wind development projects underway or in the early development stages. There are numerous risks involved in developing greenfield power projects, and management will need to navigate these risks. We have confidence in the management team’s ability to deliver based on previous results, but unanticipated construction, financing or political delays can always weigh in on service dates and costs. Challenging Acquisition Market: Management has discussed their appetite for pursuing M&A opportunities, if the right deal presented itself. The overall market for power and infrastructure assets is quite inflated today, and it would be hard for a company of Capstone’s size to make an acquisition that would be accretive to cash flow metrics in the next few years. With the existing pipeline of greenfield opportunities, management would be best advised to focus on completing these initiatives rather than chasing what might be expensive acquisitions. Management has had good discipline in terms of responsible M&A in the past, and a focus on maintaining the dividend through growing AFFO will hopefully keep management on track. Alberta Power Market: The Alberta power market has experienced weaker pool prices in the last several months as the oil linked economy slows. This results in lower realized revenue for the Whitecourt plant. While not material to the sustainability of the dividend or the share price, this could weigh on this specific asset’s value over time. Currency Risk for US Investors: The Canadian dollar has devalued sharply over the past year and American investors are hesitant to sink their money into Canadian dollar denominated assets and cash flows. This shrinks the available pool of buyers for the stock, and likely gives American readers of this report pause when considering this investment. In our valuation, we do see significant upside that would outpace currency risk, but that doesn’t make currency risk any less real, especially for dividend investors. In terms of Capstone’s United Kingdom and Sweden operations, the company has hedged some cash flows, but does not hedge the balance sheet exposures in these countries. This does offer some currency risk diversification for US investors. Valuation In their investor presentations, Capstone has indicated it wishes to seek a stable dividend paying out approximately 70-80 percent of Adjusted Funds from Operations starting in 2017. This seems to be a reasonable approach to valuing the company, assessing what the potential 2017 dividend will be, and what the shares will trade at in a more stable environment for the firm. Here are the historical EBITDA and Adjusted FFO for Capstone for the past five years: Historical Results 2010 2011 2012 2013 2014 Adjusted EBITDA 55,818 55,673 120,343 128,421 160,359 Adjusted FFO 34,774 34,884 35,563 39,934 56,412 Next, we attempt to build up (or in the case of Cardinal and Bristol, reduce) these numbers over the following three years in order to derive a 2017 adjusted FFO number: (thousands) Low Case Mid Case High Case Comments Start: 2014 AFFO $56,412 $56,412 $56,412 Impact of Cardinal ($36,000) ($36,000) ($30,000) Low case is with project financing, high case is without. Impact of Bristol ($7,000) $0 $7,000 2015 Commissioned Wind $5,000 $6,000 $7,000 Skyway 8, Saint-Philemon, Goulais 2015 AFFO $18,412 $26,412 $40,412 2016 Commissioned Wind $2,500 $3,500 $4,000 2016 AFFO $20,912 $29,912 $44,412 2017 Commissioned Wind $0 $3,500 $4,000 Corporate Savings $2,000 $5,000 $10,000 Management projects $10 million in corporate SG&A, project cost, interest and tax savings 2017 AFFO $22,912 $38,412 $58,412 2017 Projected Share Count 96,408 96,408 96,408 Based on 93,573 outstanding at Dec 31, 2014, increased by 1% annually for DRIP 2017 AFFO per Share $0.24 0.3984 $0.61 Payout Ratio 80% 80% 80% Projected 2017 Dividend/share $0.19 0.32 $0.49 Projected Dividend Yield 6.5% 6.5% 6.5% Conservative dividend level based on peer group 2017 target share price (CAD$) $2.92 $4.92 $7.53 Based on the above AFFO cash flow analysis, driven by both the company’s cash flow projections and by our own analysis of upside and downside to each driver, we’ve developed a 2017 target price range of $2.92 to $7.53 per share. This indicates that much of the downside potential has already been priced into the shares, yet significant upside remains. Overall, we’ve reached target dividend in 2017 of $0.32 per share, which at a 6.5% yield, would result in a share price of $4.92 per share. If this price were to be realised, with the dividend only increased at the end of 2017 (not factored into the total return) and interim dividends reinvested, the annualized total return would be approximately 33% based on the August 14, 2015 closing price, for a total return of nearly 82 percent. The upside case would provide a total return of 163%, and the downside case would leave an investor with a 4 percent annual return through three years, assuming the dividend is reduced 50 percent in mid-2016. Of course, for American investors, foreign currency risk remains and a continued decline in the Canadian dollar could negatively impact your investment here. That said, the potential upside is much greater here than any reasonable expectation of further weakness in the loonie. With the amount of leverage built into the company, small swings in its AFFO create substantial differences in expected payouts. This is as much of a risk as it is a potential upside. Continued solid execution by management can deliver considerable returns to shareholders, but slip ups could have material risk to the projected returns illustrated here. Capstone Infrastructure Corporation Peer Group (price data August 12, 2015 close, CAD $): Company TSX Ticker OTCBB Ticker Dividend Yield Share Price Market Cap Boralex Inc. BLX OTC:BRLXF 3.78% $13.75 $660 Million Transalta Renewables Inc. RNW OTC:TRSWF 7.06% $11.90 $2.3 Billion Northland Power Inc. NPI OTCPK:NPIFF 6.95% $15.55 $2.6 Billion Innergex Renewable Energy Inc. INE OTC:INGXF 5.80% $10.69 $1.1 Billion Some critical assumptions go into these calculations. First, we don’t project the need to issue more shares with the current development pipeline. Second, we don’t believe that management will project finance Cardinal unless it is accretive to AFFO, or it is necessary to preserve the dividend. In other words, we don’t anticipate this to be project financed unless the additional capital freed up by this transaction could be deployed with a positive impact to AFFO through reducing higher cost debt elsewhere, funding new developments or in an acquisition transaction. The requirement of Cardinal to be project financed to maintain the dividend due to a liquidity crunch will be much clearer once a decision on the OEFC lawsuit is announced. Summary Overall, we view Capstone Infrastructure Corporation to be a well-managed company with a quality asset portfolio with a good pipeline of potential developments. There is a compelling valuation case to be made for this small-cap Canadian firm, with the vast majority of negative news and potential outcomes already priced into the stock. If management executes to plan, there is substantial upside for investors in Capstone over the next three years. In the shorter term, a positive regulatory decision regarding the Bristol Water utility due out at the beginning of November 2015 could be a catalyst for a short-term gain in the stock. But with the healthy dividend, investors may be wise to hold on for the ride towards 2017 where full value for the underlying assets may more readily be realized. Editor’s Note: This article discusses one or more securities that do not trade on a major U.S. exchange. Please be aware of the risks associated with these stocks. Disclosure: I am/we are long MCQPF. (More…) I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.

Undervalued Power And Infrastructure Company Offers Significant Upside

Summary Quality power and infrastructure assets with reliable cash flows. Signficant upside to the valuation with most downside risk priced in. Pipeline of development opportunities run by management with a track record of solid execution. Capstone Infrastructure Corporation (OTCPK: MCQPF ) is a small-cap Canadian based firm that owns and operates a variety of clean power generation facilities, along with water and district heating utilities. These operations are located in Canada, the United Kingdom and Sweden. The company has a market capitalization of approximately CAD $285 million, currently pays a dividend of CAD $0.30 per year ($0.075 per quarter) and is traded primarily on the Toronto stock exchange under the ticker “CSE.” In the following sections, we’ll go into depth on each of Capstone’s operating segments and take a look at their contributions to the overall business and the sustainability of Capstone’s dividend. Natural Gas Co-generation: Cardinal Capstone owns a single 156 megawatt (MW) natural gas co-generation facility, named Cardinal. The facility has two primary revenue streams. The first stream is through its contracted arrangement with the Province of Ontario’s Independent Electricity System Operator (IESO). In this arrangement, Capstone is paid a fixed monthly fee that escalates over time in order to provide dispatchable power into the Ontario grid. When the facility is dispatched by the system operator, Capstone earns revenue on the sale of power through contracted rates. This contracted arrangement is in place until 2034. The second stream of revenue for the facility is through the co-generated steam and compressed air, which is sold at contracted rates to an Ingredion Canada Incorporated corn processing facility. With an impressive availability track record, this facility generated 49 percent of Capstone’s adjusted Funds from Operations (AFFO) in 2014. Unfortunately, this was under a much more attractive Power Purchase Agreement (PPA) than what is now in effect. In 2014, this facility generated approximately $41.5 million in adjusted EBITDA and AFFO, though is projected to come in about $30 million lower in 2015. The asset is located in Cardinal, Ontario. Wind Generation Capstone owns several wind power facilities in the Canadian provinces of Nova Scotia, Quebec and Ontario, with 228.5 MW of installed capacity today. Further, Canadian based projects in the provinces of Saskatchewan and Ontario will bring an additional 52.5 MW of capacity for the company. Its biggest wind facility is the 99MW Erie Shores Wind Farm, with 100 percent ownership and a PPA in place until 2026. Related to its development pipeline, Capstone announced on August 14, 2015, that two appeals against its wind farm development projects had been dismissed, and that it was moving ahead with the development of the Ganaraska and Grey Highlands projects. When it comes to performance, the wind segment generated $46.6 million in revenue for the firm in 2014, and added $37.7 million in adjusted EBITDA. Hydro Power Generation The corporation owns four hydro generation facilities, all on a relatively small scale between 3 and 16 MW. Two of the facilities totaling 19MW are contracted to BC Hydro and the other two facilities totaling 17 MW are contracted to OEFC (the Ontario Electricity Financial Corporation). All of the hydro facilities are 100% owned by Capstone. These facilities generated $14.1 million in revenue in 2014 and provided $10.5 million in adjusted EBITDA to the corporation. This was at a capacity factor of 50.7 percent (availability of 96.4 percent). Biomass Generation Capstone’s biomass facility, the 25 MW Whitecourt wood fired plant, is one of the largest biomass generators in Alberta. The facility runs off of waste wood, for which a 15-year supply has been contracted by the corporation. This supply agreement also has built in adjustments based on the price received in Alberta’s electricity market for the facilities’ generated power. This facility operates as a base load generator. With the change in Alberta government, additional incentives may be available in the future for green or carbon neutral generation such as biomass, which would offer an additional upside for this facility. Capstone also has a small indirect economic interest in the generation of the Chapais biomass facility, which contracts the sale of its generated power to Hydro Quebec. This interest is comprised of senior debt and preferred shares. Solar Generation Capstone currently owns a 20MW crystalline solar photovoltaic facility in Amherstburg, Ontario. This facility was designed, built and is currently operated by SunPower Corporation (NASDAQ: SPWR ). The power generated by this facility is sold at a highly attractive rate of $420 per MWh until 2031. The panels are warranted for this period and the operations are being provided under a 20-year contract, providing cost stability for the facility. Capstone is also proposing to develop, build and operate a new facility in Southwold, Ontario, with a proposed generation capacity of 38.4MW. This facility is being put forward under Ontario’s IESO Large Renewable Procurement program. Bristol Water Capstone owns a 50 percent interest in Bristol Water, a regulated water utility in the United Kingdom. The company provides water services to the city of Bristol, including treatment, storage and distribution. Bristol has substantial growth potential, with its regulated capital base expected to expand by over 25 percent in the coming five years. As Bristol earns a return on capital invested via rates, this should be accretive to its cash flow. Bristol Water has been faced with some regulatory uncertainty based upon a recent decision of its regulator, the Ofwat (UK Water Services Regulation Authority) and its asset management plan is currently under secondary review by the Competition and Markets Authority (CMA) in the UK. The impact of this is discussed further in the ‘recent developments’ section below. District Heating: Varmevarden The 33 percent equity interest in the Varmevarden district heating system in Sweden is a key cash flow generator for the corporation. The facility generates up to 639 MW of thermal heat, fueled by biomass, waste heat and oil, which is then used to heat local buildings and industrial processes. The Varmevarden facility contributed $7.4 million to Capstone’s EBITDA in 2014, an increase of 25 percent from 2013. Recent Developments The firm has struggled with some recent developments, which are indicated in a depressed share price. First, and perhaps most critically, the company is struggling with a negative regulatory decision in regards to its Bristol Water utility business. Its regulator, the Ofwat. These findings were subsequently appealed to the Competition Markets Authority or CMA. The CMA released primarily findings on July 10th. These findings were relatively positive for Bristol Water, with an additional operating expense allowance of £28 million. This closed the gap between the applied for operating expenses and what was approved by the Ofwat by about half. In addition, the CMA reduced the capital expenditure allowance by £8 million, and also reduced the number of projects expected to be undertaken under that budget by a value of nearly £25 million. The total uplift provided by these two decisions was approximately £45 million. The CMA also granted a higher allowed return via a higher weighted average cost of capital, but Bristol Water believes this could move higher yet in final determinations. The final piece in dispute is pay-as-you-go rates, which Bristol Water believes were still much too low in the preliminary findings, and indicated as much in their evidence and testimony submitted in response to these findings. A more generous decision here would move the company more in line with its peer utilities in the United Kingdom. The final decision from the CMA on the rate plan for Bristol is expected in early November 2015, after the CMA announced a delay in releasing its determinations. A positive outcome in this decision could have a substantial impact on Capstone’s share price. The second negative development is related to struggles with its power segment, posting some weaker than anticipated results in the first half of 2015. The decline due to the new Cardinal agreement was well known in advance, but some poor production performance, due to external factors such as hydrology and weather conditions impacted its renewable power portfolio, driving lower power revenues for the period. Adjusted Funds from Operation were also lower due to the deferral of dividends from the Bristol Water utility business and pending dividends in the third quarter from Capstone’s Saint-Philemon and Goulais projects. We believe the weather impacts are transitory and mean reverting over time based on the long run production of these facilities, and the dividends from Saint-Philemon and Goulais will be caught up in Q3, bringing AFFO for these assets in line with expectations for the year. Finally, Capstone has a case before the Ontario Court of Appeal, referred to as the OEFC lawsuit. Capstone was successful in winning this case against the Ontario Electricity Financial Corporation related to the price paid under power purchase agreements with Capstone and other Ontario power producers. The decision on the appeal is expected in mid-2016, and if the decision is upheld, it would result in a one-time gain of $25 million. Capstone is already recognizing and receiving in cash the additional $800,000 per year in annual revenues paid to it by the OEFC under this decision. Overall, these developments have resulted in the market pricing in a significant dividend cut, with the shares currently yielding 9.6%. When compared to its peer group (as defined in the valuation section below), it appears that the market is pricing in an approximate 50 percent reduction in the dividend. Management has maintained that the dividend is sustainable, and that its maintenance is the priority of the Board of Directors. Positives Solid Operational Performance of Generation Assets: Capstone’s generation assets all have strong availability and reliability, and appear to be expertly operated. The Cardinal plant just completed a major upgrade, and the other assets are relatively early in their lifecycles, some with long-term warranty and maintenance agreements. Management Execution of Capital Program: Capstone has been proficient in hitting recent capital expenditure and commissioning targets, as well as in arranging project financing for their power projects. This provides confidence that the existing wind development assets can be developed on time and on budget, and incremental cash flow related to projects will be realized as projected. Upside to Alberta Biomass Generation: The Province of Alberta recently elected a new government that has indicated it may place a higher priority on promoting green energy projects. Whether through a cap-and-trade type system, or through credits provided to green generators, the Whitecourt Biomass facility might see some upside in terms of available revenue sources. We wouldn’t expect this to be material to the share price. Unlevered Cardinal Asset: Currently, the Cardinal natural gas co-generation facility is not levered at the operating company level, giving Capstone the ability to project finance this asset over the life of the existing non-utility generator contract with the Ontario Independent Electricity System Operator. This contract expires in 2034. This is a potential source of liquidity for the corporation if needed to support the dividend until the pipeline of wind projects is developed, or in the event of refinancing needs at Bristol Water pending the regulatory review. The corporation estimates that this could raise $31 million in incremental liquidity. Risks Bristol Water Regulatory Review: There is substantial cash flow risk in the pending CMA review of Bristol Water’s rates. While we believe that much of the downside potential is realized in the share price today, there is the possibility the decision could be worse than the preliminary findings may have indicated. However, the other side of this is a potential upside if a positive decision more in alignment with Bristol Water’s application is rendered. Executing growth over the next two years: Capstone has a number of wind development projects underway or in the early development stages. There are numerous risks involved in developing greenfield power projects, and management will need to navigate these risks. We have confidence in the management team’s ability to deliver based on previous results, but unanticipated construction, financing or political delays can always weigh in on service dates and costs. Challenging Acquisition Market: Management has discussed their appetite for pursuing M&A opportunities, if the right deal presented itself. The overall market for power and infrastructure assets is quite inflated today, and it would be hard for a company of Capstone’s size to make an acquisition that would be accretive to cash flow metrics in the next few years. With the existing pipeline of greenfield opportunities, management would be best advised to focus on completing these initiatives rather than chasing what might be expensive acquisitions. Management has had good discipline in terms of responsible M&A in the past, and a focus on maintaining the dividend through growing AFFO will hopefully keep management on track. Alberta Power Market: The Alberta power market has experienced weaker pool prices in the last several months as the oil linked economy slows. This results in lower realized revenue for the Whitecourt plant. While not material to the sustainability of the dividend or the share price, this could weigh on this specific asset’s value over time. Currency Risk for US Investors: The Canadian dollar has devalued sharply over the past year and American investors are hesitant to sink their money into Canadian dollar denominated assets and cash flows. This shrinks the available pool of buyers for the stock, and likely gives American readers of this report pause when considering this investment. In our valuation, we do see significant upside that would outpace currency risk, but that doesn’t make currency risk any less real, especially for dividend investors. In terms of Capstone’s United Kingdom and Sweden operations, the company has hedged some cash flows, but does not hedge the balance sheet exposures in these countries. This does offer some currency risk diversification for US investors. Valuation In their investor presentations, Capstone has indicated it wishes to seek a stable dividend paying out approximately 70-80 percent of Adjusted Funds from Operations starting in 2017. This seems to be a reasonable approach to valuing the company, assessing what the potential 2017 dividend will be, and what the shares will trade at in a more stable environment for the firm. Here are the historical EBITDA and Adjusted FFO for Capstone for the past five years: Historical Results 2010 2011 2012 2013 2014 Adjusted EBITDA 55,818 55,673 120,343 128,421 160,359 Adjusted FFO 34,774 34,884 35,563 39,934 56,412 Next, we attempt to build up (or in the case of Cardinal and Bristol, reduce) these numbers over the following three years in order to derive a 2017 adjusted FFO number: (thousands) Low Case Mid Case High Case Comments Start: 2014 AFFO $56,412 $56,412 $56,412 Impact of Cardinal ($36,000) ($36,000) ($30,000) Low case is with project financing, high case is without. Impact of Bristol ($7,000) $0 $7,000 2015 Commissioned Wind $5,000 $6,000 $7,000 Skyway 8, Saint-Philemon, Goulais 2015 AFFO $18,412 $26,412 $40,412 2016 Commissioned Wind $2,500 $3,500 $4,000 2016 AFFO $20,912 $29,912 $44,412 2017 Commissioned Wind $0 $3,500 $4,000 Corporate Savings $2,000 $5,000 $10,000 Management projects $10 million in corporate SG&A, project cost, interest and tax savings 2017 AFFO $22,912 $38,412 $58,412 2017 Projected Share Count 96,408 96,408 96,408 Based on 93,573 outstanding at Dec 31, 2014, increased by 1% annually for DRIP 2017 AFFO per Share $0.24 0.3984 $0.61 Payout Ratio 80% 80% 80% Projected 2017 Dividend/share $0.19 0.32 $0.49 Projected Dividend Yield 6.5% 6.5% 6.5% Conservative dividend level based on peer group 2017 target share price (CAD$) $2.92 $4.92 $7.53 Based on the above AFFO cash flow analysis, driven by both the company’s cash flow projections and by our own analysis of upside and downside to each driver, we’ve developed a 2017 target price range of $2.92 to $7.53 per share. This indicates that much of the downside potential has already been priced into the shares, yet significant upside remains. Overall, we’ve reached target dividend in 2017 of $0.32 per share, which at a 6.5% yield, would result in a share price of $4.92 per share. If this price were to be realised, with the dividend only increased at the end of 2017 (not factored into the total return) and interim dividends reinvested, the annualized total return would be approximately 33% based on the August 14, 2015 closing price, for a total return of nearly 82 percent. The upside case would provide a total return of 163%, and the downside case would leave an investor with a 4 percent annual return through three years, assuming the dividend is reduced 50 percent in mid-2016. Of course, for American investors, foreign currency risk remains and a continued decline in the Canadian dollar could negatively impact your investment here. That said, the potential upside is much greater here than any reasonable expectation of further weakness in the loonie. With the amount of leverage built into the company, small swings in its AFFO create substantial differences in expected payouts. This is as much of a risk as it is a potential upside. Continued solid execution by management can deliver considerable returns to shareholders, but slip ups could have material risk to the projected returns illustrated here. Capstone Infrastructure Corporation Peer Group (price data August 12, 2015 close, CAD $): Company TSX Ticker OTCBB Ticker Dividend Yield Share Price Market Cap Boralex Inc. BLX OTC:BRLXF 3.78% $13.75 $660 Million Transalta Renewables Inc. RNW OTC:TRSWF 7.06% $11.90 $2.3 Billion Northland Power Inc. NPI OTCPK:NPIFF 6.95% $15.55 $2.6 Billion Innergex Renewable Energy Inc. INE OTC:INGXF 5.80% $10.69 $1.1 Billion Some critical assumptions go into these calculations. First, we don’t project the need to issue more shares with the current development pipeline. Second, we don’t believe that management will project finance Cardinal unless it is accretive to AFFO, or it is necessary to preserve the dividend. In other words, we don’t anticipate this to be project financed unless the additional capital freed up by this transaction could be deployed with a positive impact to AFFO through reducing higher cost debt elsewhere, funding new developments or in an acquisition transaction. The requirement of Cardinal to be project financed to maintain the dividend due to a liquidity crunch will be much clearer once a decision on the OEFC lawsuit is announced. Summary Overall, we view Capstone Infrastructure Corporation to be a well-managed company with a quality asset portfolio with a good pipeline of potential developments. There is a compelling valuation case to be made for this small-cap Canadian firm, with the vast majority of negative news and potential outcomes already priced into the stock. If management executes to plan, there is substantial upside for investors in Capstone over the next three years. In the shorter term, a positive regulatory decision regarding the Bristol Water utility due out at the beginning of November 2015 could be a catalyst for a short-term gain in the stock. But with the healthy dividend, investors may be wise to hold on for the ride towards 2017 where full value for the underlying assets may more readily be realized. Editor’s Note: This article discusses one or more securities that do not trade on a major U.S. exchange. Please be aware of the risks associated with these stocks. Disclosure: I am/we are long MCQPF. (More…) I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.

Algonquin Power & Utilities’ (AQUNF) CEO Ian Robertson on Q2 2015 Results – Earnings Call Transcript

Executives Alison Holditch – Manager of Investor Relations Ian Robertson – Chief Executive Officer David Bronicheski – Chief Financial Officer Analysts Rupert Merer – National Bank Paul Lechem – CIBC Nelson Ng – RBC Capital Markets Matthew Akman – Scotiabank Ben Pham – BMO Sean Steuart – TD Securities Algonquin Power & Utilities Corp ( OTCPK:AQUNF ) Q2 2015 Results Earnings Conference August 13, 2015 10:00 AM ET Operator Good day and welcome to the Alqonquin Power & Utilities Corp Q2 2015 Analyst and Investor Call Conference Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Ms. Alison Holditch, Manager Investor Relations. Please go ahead. Alison Holditch Thank you. Good morning everyone. Thanks for joining us on our 2015 Second Quarter Conference Call. My name is Alison Holditch, Manager of our Investor Relations function. Joining me on the call today are Ian Robertson, our Chief Executive Officer and David Bronicheski, our Chief Financial Officer. For your reference, additional information on the results is available for download from our web site at AlgonquinPowerandUtilities.com. I would like to note that on this call, we will provide information that relates to future events and expected financial position that should be considered forward-looking. We will provide additional details at the end of the call and I direct you to review our full disclosure on forward-looking information and non-GAAP financial measures in our results published yesterday which are available on the quarterly results page of the investor center on our web site. This morning, Ian will discuss the highlights for the quarter, David will follow with a review of the financial results and then we will open the lines for questions. I would ask that you restrict your questions to two and then requeue if you have any additional questions to allow others the opportunity to participate. Now I would like to turn things to Ian to review the quarter’s results. Ian Robertson Thanks Allison and thanks to everyone for joining us for our Q2 results call from [indiscernible] I would point out that it rained last night but it is sunny and windy today which is kind of the tri-sector for an organization which is in the hydro, solar and wind power business. So anyway, in summary for the second quarter, we were pleased to see the continuation of increased year-over-year financial results. During the second quarter, we realized a 22% increase in our adjusted EBITDA with $81.1 million generated versus the $66.4 million we reported at the same period a year ago. This growth is the result of incremental contribution from both our generation and distribution business groups and it is highlighted in the second quarter with two renewable energy facilities having achieved commercial operations is favorable rate case settlements in our regulated utilities. Within the generation business group, the company’s eighth generating facility, the 23 megawatt Morse Project in Saskatchewan and the company’s second solar facility, the 20 megawatt Bakersfield I Solar Project located in California. Both achieved commercial operations in April, these facilities operate under 20 year power purchase agreements with large investment grade electric utilities effectively extending our average power purchase agreement. While the resource levels of wind, solar and hydro naturally fluctuate from quarter-to-quarter, we were pleased that the diversification strategies on which our portfolio is constructed were to effectively to mitigate the lower than average resources experienced in the Generation Business Group. As a note, regarding further reductions in our already competitive cost of capital in their reaffirmation of the General Business Group DBRS changed their outlook commentary to positive obviously such trend will change is consistent with our view of the credit positive activities within this business group. Moving on, the Distribution Business group had a good quarter with a 9% overall increase in net utility sales and a 27% increase in operating profit. Growth in net utilities sales is driven primarily by successful rate case outcomes specifically the EnergyNorth asset and received final order on its spending rate case request approving a US$12.4 million revenue increase. And lastly, APUC’s Transmission Business group announced last November that its participation in the joint development of Kinder Morgan’s NorthEast energy direct natural gas pipeline transmission project in the North East US. We were pleased that in July that Kinder Morgan Board of Director approved proceeding with the project development, this opportunity now adds more than US$300 million to our growth pipeline. Before I turn things over to David, I like to provide a quick update on our continuing strong relationship with our larger shareholder in Emera. By way of background, open in Emera entered into a strategic investment agreement or SIAS we call it five years ago, which crafted a collaborative commercial relationship between our respective organizations. Without a doubt our [indiscernible] enjoyed benefit from our close relationship with the Emera through their endorsement of our growth strategies, their continuing financial commitments would just help drive down our comp to capital and last but not least the continuing contributions of Chris Huskilson, Emera‘s CEO as a member of our Board. Over the intervening five years, Algonquin has undergone profound growth and evaluation to put that in perspective in 2010, Algonquin was $980 million organization focused primarily on independent power development. In pretty start contrast today’s Algonquin is a $4.5 billion organization competing across the entire generation distribution and transmission utility value spectrum serving over 0.5 million electric natural gas utility customers owning over 1,100 megawatts of electric generation and driving growth through our $2.6 billion pipeline of identified opportunities. It might be important to note that is just Emera or Algonquin who is just growing and changing in addition to Algonquin’s broadening strategic interest over the past five year Emera has also continued to evolve it’s business focus with a recently stated interest in natural gas utilities. In recognition of these natural evaluations in our respective organizations over the past five years, Emera and ourselves jointly concluded that our strategic investment agreement or SIA would benefit from an update to its terms. And therefore, we’re now in the process of updating this agreement to serve us better for the next five years while the final document is an active work in progress. There are three main areas of which the changes are focused. First, we are seeking to reflect the pursuit of larger transactions by Algonquin giving the reduced size differential between our respective companies. Second, the amended SIA needs to acknowledge the evolving sectorial and geographic areas of interest of both organizations. And lastly, we will remove the existing share ownership restrictions, which would potentially allow Emera to increase its interest in Algonquin beyond the current 25%. In summary, we believe and I’d hope that Emera would also agree that the relationship embodied in the SIA has served us well for the past five years, delivering significant benefits to both of us and we look forward to continuing to create mutual value with Emera for the years to come. With that, I’ll turn things over to David to speak to the Q2 results, David? David Bronicheski Thanks, Ian. And good morning, everyone. We’re pleased to be reporting yet another solid quarter of earnings. The benefits of the diversification of our portfolio are evident in our results, as well as the benefits from having 80% of our operations in the US given the recent strength of the US dollar. As an example should the current exchange rate of a US$1.30 hold to the end of the year, we would expect this contribute over and above everything else we are doing, and additional $0.40 per share relative to the $1.10 exchange rate that we experienced in 2014. Adjusted EBITDA in the second quarter totaled $81.1 million, a 22% increase over the amount reported a year ago, which was primarily due to rate case settlements of full three months of production that are Morse and Bakersfield solar facilities and of course, as I mentioned a stronger US dollar. Adjusted EBITDA for the six months came in at $195.6 million, a 19% increase over what was reported in the first six months of 2014. Taking that close to look at some of the numbers are just a net earnings came in at $22.2 million compared to $16.6 million a year ago for the quarter and on a six-month basis, our adjusted net earnings were $64.6 million compared to $53.6 million last year. So now I let’s move into a little bit more detail about our operating subsidiaries beginning with the generation group. For the first six months of 2015, the Generation Groups renewable energy division generated electricity equal to 88% of long-term average resources compared to a 100% during the first six months of 2014. For the second quarter of this year, the combined operating profit of the Generation Group that will $45.9 million as compared to the $43.3 million during the same period in 2014. Moving on to our distribution group in the second quarter of 2015, the distribution group reported an operating profit of $35.4 million compared to the $27.9 million reported in the same quarter a year ago. The increase in the operating profit is primarily due to the impact of rate case settlements. In the first six months of 2015, the distribution group reported an operating profit of $98.3 million compared to $86.1 million for the six months of last year. And a little bit more detail, the electricity division within the distribution group had net utility, electricity sales totaling $17.4 million compared to $18.1 million last year. For the first six months of 2015 net utility electricity sales totaled $36.1 million which adjusting for the retroactive recognition of $2.5 million for new revenues granted under the granted state electric system rate case implemented in the first quarter of last year or consistent basically year-over-year. Moving on to the natural gas division. In the second quarter of 2015 net utility natural gas sales and distribution revenue was $34.7 million compared to the $29.9 million for the same period a year ago. We have been quite successful in our rate cases and that accounts for most of that increase. Moving on to the water division in the second quarter of 2015 revenue from water distribution and waste water treatment totaled $15.6 million compared to $15.1 million during the same period in 2014. Again, rate increases and our successful prosecution there up was a main contributing factor as was the acquisition of White Hall Water System. Now I want to update on recent financing activities at April 30, 2015 the distribution group completed a private placement of the U.S. issuing $160 million of senior unsecured 30 year notes bearing the coupon of 4.13% this was the first time the utility group issued 30 year notes and we were very pleased with the offering. The proceeds of the financing would be used to partially financing our pending part water system acquisition, which is expected to occur later this year and some of that for general corporate purposes. This offering a very attractive rates and long tender clearly demonstrates the strong currencies that are elaborating utilities on platform has in the U.S. private placement market. I’m also pleased to report as Ian had mentioned DBRS is also changed the rating trend to positive on a generation business, which we view as a quite positive and reflective of the strengthening credit of our generation business. I’ll now hand things back to over Ian. Ian Robertson Thanks, David. Before we open the line up for question as usual, I would like to provide a quick update on our growth initiatives. Within the generation business group construction work at our 200 megawatt, Odell Wind project in Minnesota commenced in May of this quarter and I can report that all of the access rows and foundation [indiscernible] has now been completed. We’re started on the collection and introduction facilities for approximately three quarters of transmission line haven’t been installed. With the California Bakersfiled, one solar facility now completed. The generation business groups team has begin work on the adjacent 10-megawatt Bakersfiled 2 expansion project. During the quarter, the final permit complaints binders were submitted to the county, engineering designer facility as well underway in procurement of long lead-time electrical equipment in solar panels has begin. Within the distribution business group applications now have been filed seeking a total of $26.2 million in revenue increases collectively for the CalPeco electric system in California, the Black Mountain Sewer system in Arizona, Dracut system in Massachusetts and the Missouri natural gas system final decisions on all for rate proceedings are expected within the next 12 months. Regarding the acquisition of the Park Water company, which David spoke, approval from both the California Public Utilities Commission and the Montana Public Service Commissions are required. An approval application was filed in November 2014 with the CPUC seeking approval to acquire the two water utilities, which are located in California. In this regard, a joint settlement agreement has now been executed with the office at the ratepayer advocate and a joint motion to approve settlement was filed with the CPUC in May. The settlement agreement is currently before the administrative law judge and the decision is expected in the fourth quarter of this year. In Montana, an approval application was filed in December last year with the Montana Public Service Commission seeking approval to acquire the Montana Utility Mountain Water Company. I would say notwithstanding the ongoing twist and turns in the condemnation proceeding with the city in Missoula are regulated – a regulatory hearing with the State of Montana is now scheduled for October 19 of this year with the decision on the Montana application expected before the end of the year. Within the transmission business group permitting work on the Northeast Energy Direct continued with the Environmental Review being filed with the FERC in June and the filing of the formal FERC certificate application planned for October of this year. Construction is currently forecast to begin in January 2017 with the commercial operation targeted for late 2018. In closing, we trust the shareholders were pleased with the dividend increase that we announced early in Q2. I will point out that this represents the fifth consecutive year of dividend increases bringing our current five-year dividend CAGR in Canadian dollars to over 15%. APAC has confirmed its expectations for double-digit earnings in cash flow growth to support future targeted dividend increases. And lastly, before we go to questions, I would like to offer the commentary that we believe that our current dividend yield is not fully reflected of the fundamental value of our business. In particular, we speculate that perhaps it’s not fully appreciated that the material growth in our annualized dividend is more than $0.48 Canadian per share to our normal course increases together with appreciation of the U.S. dollar is actually supported by increased Canadian equivalent earnings coming from 80% of our operations, which are located in the U.S. We’re confident that as we continue to communicate their hedging and deliver on the promised earnings cash flow and dividend growth from our clearly identified $2.6 billion growth pipeline this will ultimately reflect in a continued rise in our share price for the balance of 2015. So with that, let’s open the line for the question-and-answer session. Question-and-Answer Session Operator Thank you. [Operator Instructions] Your first question will come from the line of Rupert Merer with National Bank. Please go ahead. Rupert Merer Good morning everyone. Ian Robertson Good morning, Rupert. David Bronicheski Good morning, Rupert. Rupert Merer So on growth and M&A with your updated agreement with [indiscernible] it sounds like you could cast your net a little wider for growth, can you talk about how your focus could change and then what are you seeing on transaction multiples recently, maybe a little color on how prices vary between asset types and what you could see in broader geographies? David Bronicheski Sure, I’m not so sure that in broader geographies we clearly obviously have been, I won’t say home bodies because we have a North American focus and I think of your question would we consider regulated utilities outside of North America and I don’t think it would be unreasonable for us to think that there is – there maybe opportunities for us in OECD countries obviously outside of our current focus. In terms of the multiples, I think it’s not – they remain strong and robust, the interest rates are continued to be low though I think we are cautiously optimistic that I think there is an interesting dynamic developing between Canada and the U.S. as you read every day in the newspaper with continued slide in the oil and gas prices, the prospect for increases in Canadian interest rates is somewhat muted whereas in the U.S. I think the prospect of interest rate increases is probably if not a foregone conclusion. It’s certainly a probability. I think that’s creating an interesting dynamic that would improve the competitiveness of Canadian organizations in the M&A space as we think about US. So perhaps think about it this way, improving PDEs in Canada versus falling PDEs in the US and so I think we are cautiously optimistic Rupert that our competitive advantage generated by the differential between the Canadian environment in the US market will create some very interesting opportunities over the next 12 to 18 months. Rupert Merer Great. And then a follow-up on growth talking about Kinder Morgan pipeline, it looks like our COD target November 2018, and I believe you mentioned potentially starting construction January 2017. Talk about what the milestones look like for that project leading up to construction what you are going to need to see to be sure you are moving forward that’s’ and what the returns look like compared to some of your other investment opportunities. Ian Robertson Sure. Well, I think we all in this business obtaining the FERC Certificate is a huge gaiting item right now but the first FERC is expected to be filed in October of this year so October 2015 I think a year worth of prosecution of that application is probably are reasonable so therefore October 2016 is a reasonable period to expect that FERC certificate. Our construction start of January 2017 really kind of falls on the expected receipt of that certificate late fall next year. I will say that, what is ongoing and I think Algonquin Liberty can play an important role in it is all of the outreach programs that are going on certainly across New Hampshire. We are thinking an active role in demonstrating the benefits that this pipeline can bring to the existing customers of liberty utilities, but also potential new customers that pipeline is going through a sections of the state which are underserved by natural gas as I sort of joke. They don’t call the Hampshire the granted state for non and that the installation of pipelines is quite expensive and so I think we are taking a lead role and trying to show the talent and communities that will now be within economic distance of the pipeline, the opportunity to participate in what is undeniably a convenient and cost effective field. So I think that the next year is going to be busy for us in terms of supporting Kinder’s prosecution of the FERC and our own continued outreach in New Hampshire. You asked the question about returns, I think we are confident that the returns of the Kinder Morgan pipeline are going to meet or exceed the returns that we see from our other utility investments and frankly depending how the capacity of the pipeline has increased to incremental compression to get at it, the returns could significantly exceed the regulated returns on our distribution utilities. I hope that’s helpful, Rupert. Rupert Merer Yes. That’s helpful. Thanks very much. Ian Robertson Thanks, David Bronicheski Thanks, Operator Your next question will come from Paul Lechem with CIBC. Please go ahead. Paul Lechem Thank you. Good morning. Ian Robertson Good morning, Paul. Paul Lechem Good morning. And just continuing the question on Northeast Energy Direct, you have an option to increase your ownership from 2.5% to 10% so I just wondering under what circumstances would you exercise that, are you looking, are you waiting out through the FERC process, for you do so, is that something else you are waiting for. Ian Robertson No our auction is continuing until the FERC certificates in hand and frankly when we negotiated it with Kinder, the fault was, where is the FERC certificates in hand, it’s pretty clear what the future is going to look like and so I’m not sure there is really practically any value in exercising the options since it’s at book value if you want to think of it that way before that date. So October 2016 will be called on to make a decision, it’s hard to frankly to imagine a circumstance as we look at the project today to say that you wouldn’t be exercising that option. I think the project is an attractive opportunity to commit as I said close to US$300 million to other opportunity, which will generate returns, which are kind of consistent with our expertise of our regulated utilities and so with the approval of Kinder Morgan’s board of directors of the project. I think from my perspective and you’d I have spoken and historically I have always characterized the Northeast energy direct opportunity really more I asked people to characterized it more as an additional of the entrepreneurial spirit alive and well within our [indiscernible] to be able to set out this kind of an opportunity but I think now with the approval in hand and the commitment from Kinder Morgan that we start to think about this being added to the do this rather than that perhaps the spec of that nature that might had before. Paul Lechem Okay, thanks and then back on the [indiscernible] agreement given your expanding geographic and scope of the acquisitions you’d look at how do you avoid complex between the two companies when you go after these new expanded opportunities access, of the areas where you still delineates which company will go after what’s or is that potential now for you both to start looking at similar kind of opportunities? Ian Robertson Well I think I’ll start by saying is that, is this has been an incredibly collaborative relationship over the past five years and well we certainly we evolved and Emera’s evolved and I’m highly confident that reasonable people can come to a reasonable understanding in terms of what’s best for both of us and I think that there is, there remains obviously a size differential I think they would probably agreed or the very, very focused on the North East, U.S. in terms of and Eastern, in terms of their focus and so I think there, I see way more opportunities for mutual support then for competition if you want to think of that way and but I think it is important if we just recognized that what was five years to go probably requires a update this and so we’re going into this, I don’t say positive and enthuse and you have to ask Chris but I would probably say the same from his perspective, it’s been a great run and we obviously wanted to continue. Paul Lechem Okay, thanks again. Ian Robertson Thanks Paul. Operator Your next question will come from Nelson Ng with RBC Capital Markets. Please go ahead. Nelson Ng Great, thanks good morning everyone. Ian Robertson Good morning Nelson. Nelson Ng Just two follow up on that Emera arrangements would there any projects where over the last year so we’re you actually wanted to pursue but based on your current arrangement with Emera you current per sale. Ian Robertson Yes, no, that I mean that it’s not about should have not being able to pursue and then just saying no or asked the say no clearly it’s a much more as I said collaborative relationship with that I think if you read the SIA that existed five years ago there were some sort of size though limits in there that probably don’t make as much sense any more we are clearly with the NED have got foot in the natural gas pipeline business which is with never contemplated before I think Chris acknowledged on his call that I think their interest per utility they’re spending to include natural gas a distribution utilities that was in contemplate. So I think we just need to. I think we just need to, I think it’s all about are just recognizing that the companies look different today but I think their remains the commitment to create mutual value as they said its worked really well and we’re filled with the relationship I don’t what more I can add because we’re obviously in the discussions for right now but we’re – we strive can kind of provide transparency in terms of these sort of ongoing relationships that’s kind what we are talking about it. Nelson Ng And could you just remind us when you expect to have that agreement revised or completed. Ian Robertson Its, discussions is going on right now, I think but there is couple of things that we’ve certainly have committed to and I kind of outline them in the agreement and one of them is obviously the agreement made reference to restrictions to – interest in Algonquin [indiscernible] totally appropriate any more given the size of Algonquin and so its underway right now, it’s in active working progress Nelson. Nelson Ng Okay. Got it. And then I guess somewhat related in terms of pursuing M&A or development opportunities, I guess there is a lot of activity in Mexico and I was just wondering whether you would look at doing transmission or pipeline or power opportunities there? Ian Robertson We actually have looked at some solar projects down in Mexico, obviously whatever other thing is a big step for us to be thinking about introducing country risk and potentially currency risk depending on how the PPA or is denominated but Mexico is not too far certain Dallas, Arizona utility and so I think there would definitely be a comfort there and I think what are the things that maybe just getting back to my prepared remarks is broadening its horizon on that one and as we look forward to the next five years, I think there are opportunities that we need be at least cognizant of that – that would be considered international as we think about U.S. and Canada today but I might provide reasonable growth and value opportunities for our shareholders. So I’ll give you, the short answer to your question Nelson is yes I mean I think we are interested in looking there. Nelson Ng Okay, got it. And then just one last question in terms of the Park Water acquisition on the Missoula condemnation process, I believe there was a ruling in favor of the city and can you provide us with an update on the process going forward, presuming you are appealing the decision and how long will that take and when do you think that will be final decision on that? Ian Robertson Sure. Well maybe the best way to quote the answer to your question is to quote the Montana Commission when they were petitioned by the City to dismiss our approval – transfer approval application in the commission basically said back to the City, when you are a long way away from actually owning this utility and some check is written, we are going to continue on, it’s a long road as you point out Nelson, we are in early innings that as you suggest the ruling on necessity which is only half of the process has been appealed by us the next part of the process is the valuation section of a condemnation and that is crafted to make sure that under the fifth amendment of the U.S. constitution we [indiscernible] just consideration. And I would point out that the value application, the valuation that is being submitted by Park Water in respect of that valuation process is close to $200 million and we’re just as I said this is a twist and turns kind of road, but we are looking for to completing the acquisition that we signed up for with Carlyle and we will continue to prosecute the condemnation part of this – the condemnation proceeding in the way we would do in any other of our jurisdictions and it’s certainly a process that we’ve been familiar with, you may recall we kind of bumped into this in Texas and so I see them as two completely independent and parallel processes now. So we’re looking forward to completing the acquisition of the whole [indiscernible] late this year. Nelson Ng Okay, great. Thanks for the clarification. Ian Robertson Thanks Phil, thank you. Operator Your next question will come from Matthew Akman with Scotiabank. Please go ahead. Matthew Akman Thank you. Good morning. Ian Robertson Good morning, Matthew. Matthew Akman My question is just follow up on the agreement with – one thing I’m not sure if you mentioned was whether you would consider doing development with [indiscernible] in line with possibly doing larger acquisitions? Ian Robertson That’s an interesting thought, until now historically as you’re aware – development has really kind of focused on development within the regulated utility footprint and joint ventures with other developers. And it is I guess I got to be frank and say that that is something that we would need to explore to see whether that is of interest with Emera I think one of the things I think this is where the heart of your question is that the development, I will call it again but the development process for power projects is becoming should have not again for Mom’s and Pop’s as you know Odell project is a third of US$1 billion. We’ve looked at other projects which are significantly larger and so there may well be an opportunity for a collaboration between Emera ourselves and some of these larger projects up to now we’ve been pretty comfortable with the things that we’ve been able to announce Emera has obliviously implicitly supported our initiatives by stepping up to the plate with continued commitments of equity capital and there has obviously been a history of us working together, you will recall the CalPeco acquisition was done in direct partnership with Emera and ultimately they rolled their direct interest into us to create an indirect one. So I think it’s a great thought and certainly something that will be on the table as we’re sort of continuing discussions over the coming weeks. Matthew Akman Okay. Thank you. And just one other question is with the Obama administration announcing that they will be putting in place more incentives for clean energy in the US, I’m wondering if you have started to give any thought to opportunities around your existing US footprints that might arise from that. Ian Robertson I think you are making reference to the whole rule, Section I 11D of that clean power plant. We think that’s a real shot in the arm for a positive shot in the arm for the renewable sector and so for sure I think as we contrast the activity that’s taking place in Canada versus the US, there is no doubt about it, our development teams are keeping their Canadian passports in good stead because there is tons of opportunity down there and frankly, to be frank we actually don’t bump into as many certainly in Canadian competitors who are comfortable with the US tax equity landscape and the US electricity markets and so for sure I think the recent announcements and you might continue, you might phrase it as Obama is continuing war on coal, I think is a really good things as positive implications for an organization with our focus. Matthew Akman Okay. Thank very much. Those are my questions. Ian Robertson Thank you. David Bronicheski Thanks, Matthew. Operator Your next question will come from Ben Pham with BMO. Please go ahead. Ben Pham Hi, thanks, good morning everybody. Ian Robertson Hi, Ben. Ben Pham I just wanted to go back and then maybe if you can quantify the size of the [indiscernible] opportunity for you in terms of acquisitions when you consider your EBTIDA mix and just where you want to go, geographically going forward. Ian Robertson Sure. I think in terms of our, I mean I will start with the question about EBITDA mix. Currently we are about 50-50, we are completely comfortable with 50-50 though I will say we are not wedded to 50-50 and acquisitions such as the Odell project, or Park Water, they tend to be lumpy, we don’t add our EBITDA $1 in time. So we acknowledge that, that split could temporarily move in one direction or the other. I think we are mindful of the fact that our credit rating is primmest on the organization as a whole, which is obviously reflect of significant portion of our earnings on regulated utilities and so we are mindful of that. In terms of our sweet spot for transaction, I think we were obviously comfortable with the Odell project, a third of a US$1 billion. And so arguably maybe our sweet spot has certainly increased as the organization is headed for $5 billion in total size but the good news is projects tend to be getting larger in size and the scale as well and so we are tending to find those larger projects. In terms of M&A, acquisitions, I don’t think it’s a reasonable rule of some to say that quite comfortably an organization could probably do M&A equal to about one-third of its size without creating huge [indiscernible] in the marketplace and so as we head for $5 billion we’re definitely north of $1.5 billion in terms of the acquisition that we can do on our own. But just a follow on, I know that was Matthew’s question but one of the benefits of the relationship of the Emera is allowing us to punch way above our weight in terms of that scale and scope of M&A activity I mentioned our California experience which Amherst took a direct interest in the utility, the allowing us to as definitely hunt in a size range that would be north of that $1.5 billion which would be our left or own devices kind of threshold and so I think it’s just been another example of how we benefited from that opportunity of the [indiscernible] relationship to be able to explore opportunities which have a very wide dynamic range Ben Pham And you mentioned about the CalPeco JV and years back when you first starting you guys thinking that’s one own with the utility side of things when you think about that doing from our side and thinking about the nears comments about the OTC gas, I remain are you having more discussions about bringing back that JV structure going forward with Amherst? Ian Robertson Well, I think it would, I think it’s obviously circumstantial dependent, we have, when do you we gone at on our own I think that the short answer is we’ve identified utility acquisitions and growth opportunities that obviously to seem to make sense to fit into our portfolio perk water in examples that’s hard to imagine how JV with the [indiscernible] on that would have been strategically aligned for them but obviously right on the fair away from our perspective but I think as we think about some of the larger opportunities and I think we’re thrilled that [indiscernible] has an interest in gas LDCs because now all the sudden there is a possibility to collaborate on some of the larger LDC sales where – would say yeah, we are interested in a direct opportunity up till now to be frank I think it would been reasonable to a thought that those JV opportunities would have been pretty much limited to electrical distribution company because that’s where [indiscernible] focus was so I think it actually just expand the potential scope for in terms of modality and in terms of geography for collaborating with – so I think it’s all good. Ben Pham Okay, got it. That’s all I have. David Bronicheski Thanks Ben. Operator Your next question will come from Sean Steuart with TD Securities. Please go ahead. Sean Steuart Thanks good morning guys. Ian Robertson Hi Sean. David Bronicheski Good morning. Sean Steuart Thanks for all the general commentary on I guess broader growth ambitions I just have a couple of projects specific questions. On Odell you guys have an option to take full ownership there, can you give us a little bit of context of you’re thinking on when that actually happens? Ian Robertson Sure and I think it’s important as we think about managing our balance sheet through the development cycle and those we think about all of the metrics by which we’re elevated that joint venture structure is a good way to address what is the very short term part of the overall life of a generating station and so when you think that once the generated station hit COD you’ll got 30, 40 years of life in front of you but the development pace is 12 months long. And so we were comfortable putting that development structure in place during the construction phase but would have to rethink whether we would prefer to own a 100% of that come to COD of the project and we’ve obviously crafted an option to do that and so I think may be so just to be so to be specific in responses to your question we would probably a evaluate whether we want to 100% of that project at the end of the development phase once we got through the COD and that’s where we probably be thinking about it. Sean Steuart Okay, understood and on Amherst you guys give a little bit of commentary in the MD&A about some recent progress there any inside on what we might be looking at for construction beginning and expected appeals from locals any general update on Amherst? Ian Robertson Sure and obviously we kind of give up, given specific dates for how we think this process will but broadly and that the which is the renewable energy approval and we’re thinking end of summer the appealed process which is you aware is called the Environmental Review Tribunal ERT at the six month process and so it sounds like as we have been managing our construction timing and contracting that next year we jumped heavily into that construction process at the end of the ERT which kind of sounds early 2016. Sean Steuart Okay. Thanks very much Ian. Ian Robertson All right. Thanks, Sean. End of Q&A Operator [Operator Instructions] There are no further questions at this time, please continue. Ian Robertson Well again, thanks everyone for joining us on our Q2 investor call and we appreciate all the questions and interest that you’ve demonstrated. So with, I would ask everyone to remain on the line for a review of our disclaimer. Alison. Alison Holditch Certain written and oral statements contained in this call are forward-looking within the meaning of certain securities laws and reflect the views of Algonquin Power & Utilities with respect to future events based upon assumptions relating to among others, the performance of the company’s assets and business financial and regulatory climates in which it operates. These forward-looking statements include among others statements with respect to the expected performance of the company, its future plans, and its dividends to shareholders. These forward-looking statements relate to future events and conditions by their very nature and require us to make assumptions and involvements here and uncertainties. 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