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17% Annual Return With Niska

Summary Niska trades at a substantial discount to its deal price. The buyers went into this with open eyes. The regulators know that NKA needs this deal. Deal Target Description Niska Gas Storage Partners (NYSE: NKA ) operates North American natural gas storage assets. They have storage facilities in Alberta, California, and Oklahoma. Deal Terms On June 14, 2015, Brookfield Infrastructure announced that it would buy NKA for $4.225 per unit in cash. NKA: (click to enlarge) Brookfield Infrastructure: (click to enlarge) Deal Financing The deal is not conditioned upon financing. NKA worked with both Evercore Partners (NYSE: EVR ) and Greenhill (NYSE: GHL ) on the deal. Deal Conditions The deal closing is expected to occur in the second half of 2016. Specifically, my estimates include the assumption that the deal closes in early December 2016. The deal is conditioned on standard closing conditions and regulatory approvals, including approval by the California Public Utilities Commission/PUC. Riverstone Investment Group, which owns 53% of NKA, supports the deal. No additional unit holder action is needed. The California PUC application was filed in July. That review will probably be the gating item. The HSR application was filed in July. Competition Canada was filed in July. The information statement will be filed with the SEC in early fall. Deal Price The price equaled a 222% premium to the NKA market price. It appears to be reasonable for NKA unit holders in the context of historically comparable transactions. (click to enlarge) (click to enlarge) Merger Agreement Specific Performance: Irreparable damage would occur in the event that any of the provisions of this Agreement (including each Party’s obligations under Article II or Section 6.3) were not performed in accordance with its specific terms or were otherwise breached. In the event of any breach or threatened breach by any Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain (on behalf of itself and the third-party beneficiaries of this Agreement) (A) an Order of specific performance to enforce the observance and performance of such covenant, agreement or obligation, and (B) an injunction restraining such breach or threatened breach. No Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 13.14, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Material Adverse Effect means any change, event, circumstance, development or occurrence, individually or in the aggregate, with all other changes, events, circumstances, developments and occurrences, which has had, or would reasonably be expected to have, a material adverse effect on the financial condition, business, assets or results of operations of the Company Entities, taken as a whole; provided that with respect to this clause none of the following, and no fact, change, event, circumstance, development, occurrence or effect to the extent arising out of any of the following, shall constitute or be taken into account in determining whether a Material Adverse Effect has occurred, or may, would or could occur: changes in GAAP or changes in the regulatory or accounting requirements or in the interpretation of any of the foregoing, changes in the financial or securities markets or changes in the general economic or political conditions in the United States, Canada or abroad, changes in the price or availability of gas, oil or commodities or changes in currency exchange rates, changes (including changes of Applicable Law) or conditions generally affecting any industry in which any of the Company Entities operates, acts of war, sabotage or terrorism, any decrease in the market price of the Common Units or any delisting of the Common Units due solely to such decrease in the market price of the Common Units, any litigation initiated solely by a Person other than Swan Sponsor or any Affiliate of Swan Sponsor or a Company Entity or any Affiliate of a Company Entity (excluding suits brought in a derivative manner) arising from allegations of a breach of fiduciary duty or other violation of Applicable Law relating to this Agreement or the transactions contemplated by this Agreement (or any public disclosure relating to such litigation), the announcement, pendency or consummation of the transactions contemplated by this Agreement (including any cancellations of or delays in customer orders or other decreases in customer demand, reduction in revenues, work stoppages or loss or threatened loss of employees or other employee disruptions) (provided, that this clause (viii) shall not apply in the determination of a breach or violation of the representations and warranties contained in Section 4.8), changes or announcements of potential changes in a credit or financial rating in respect of any of the Company Entities or any indebtedness of any of the Company Entities, any failure to obtain any consent, approval, waiver or authorization from any third party in connection with the consummation of the transactions contemplated hereby (provided, that this clause (X) shall not apply in the determination of a breach or violation of the representations and warranties contained in Section 4.8, any failure of any of the Company Entities to meet any internal or published or third-party budgets, estimates, projections, forecasts or predictions of financial performance (including revenue, earnings, cash flow, cash position, liquidity or other financial measures) for any period, any action taken (or omitted to be taken) at the request of or by or on behalf of Parent, Merger Sub or any of their respective Affiliates, any action taken by Swan Sponsor, ManagementCo, the Company or any of their respective Affiliates that is required or expressly contemplated or permitted pursuant to this Agreement, or any seasonal reduction in the revenues or earnings of any of the Company Entities; provided, however , that the foregoing exclusions in (I), (II), (III), (IV) and (V)shall not apply to the extent such changes or effects have a materially disproportionate adverse effect on the Company Entities, taken as a whole, as compared to other independent natural gas storage businesses in the United States or Canada, and (Y) the underlying cause of any decrease or change referred to in clause (vi), (IX) or (xi) (if not otherwise falling within any of clauses through (XIV) above) may be taken into account in determining whether there is a “Material Adverse Effect” or the ability of Swan Sponsor, ManagementCo or the Company to perform their respective obligations under or arising out of this Agreement. Deal Alternatives No deal alternatives are expected. Event Driven Investing with Equity Options The best way to set this up is with equities; there are no derivative contracts that improve upon the equity’s risk:reward. Conclusion At today’s price, NKA units are yieldy candidates for consideration as a part of a diversified, long-term portfolio. Other master limited partnership opportunities to consider include Williams Partners (NYSE: WPZ ) and the Cushing MLP Total Return Fund (NYSE: SRV ). Disclosure: I am/we are long NKA, SRV. (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. Additional disclosure: Chris DeMuth Jr is a portfolio manager at Rangeley Capital. Rangeley invests with a margin of safety by buying securities at deep discounts to their intrinsic value and unlocking that value through corporate events. In order to maximize total returns for our investors, we reserve the right to make investment decisions regarding any security without further notification except where such notification is required by law.

Capstone Infrastructure (MCQPF) CEO Mike Bernstein on Q2 2015 Results – Earnings Call Transcript

Executives Mike Bernstein – Chief Executive Officer Mike Smerdon – Chief Financial Officer Aaron Boles – Senior Vice President, Communications & Investor Relations Analysts Sean Steuart – TD Securities Rupert Merer – National Bank Eric Tang – BMO Capital Markets Bill Cabel – Desjardins Securities Capstone Infrastructure Corporation ( OTCPK:MCQPF ) Q2 2015 Earnings Conference Call August 11, 2015 8:30 AM ET Operator Welcome to the Capstone Infrastructure Second Quarter 2015 Conference Call and Webcast. As a reminder, all participants are in a listen-only mode and the conference is being recorded. After the presentation there will be an opportunity to ask questions. [Operator Instructions]. At this time, I’d like to turn the conference over to Aaron Boles, Senior Vice President, Communications and Investor Relations. Please go ahead sir. Aaron Boles Thank you. Good morning everyone. Thank you for joining us to discuss Capstone Infrastructure Corporation’s financial results for the second quarter of 2015 ended June 30. Today’s call will be hosted by Michael Bernstein, Chief Executive Officer. Also on the call is Michael Smerdon, Chief Financial Officer. Our News Release was issued after market closed yesterday and is available on our website at www.capstoneinfrastructure.com . Today’s conference call is being webcast live with accompanying slides and will be archived on our website along with a transcript of this event. Following management’s remarks we will hold a Q&A session. During that session I’d like to ask that you limit your questions to two before re-entering the queue, so that we can ensure everyone has a chance to participate. And before we begin, I’d like to remind everyone that during the course of this conference call we may make various forward-looking statements that involve known and unknown risks and uncertainties that may cause actual results to differ materially. For information about these risks and uncertainties, I refer you to the MD&A and our Quarterly Report and to our most recent annual information form dated March 24, 2015. And with that, I’ll turn the call over to Mike Bernstein. Mike Bernstein Right, thank you Aaron. Good morning everyone and welcome to Capstone’s quarterly conference call. The second quarter of 2015 was challenging financially, but saw Capstone advance its corporate strategy on three major fronts: growth, operation and Bristol Water’s regulatory review. On this morning’s call we’ll go through each of these areas and our CFO, Mike Smerdon will provide a financial update on the quarter, while lower than normal natural conditions affected output at our wind, hydro and solar assets. We’ll also take your questions later on the call. On the growth side we commissioned the 25-megawatt Goulais wind facility in Ontario in May, which was the third project to achieve COD within 9 months, joining Skyway 8, Saint-Philemon. This facility was build in partnership with the Batchewana First Nation of Ojibways which holds a 49% in the asset. Having strong relationships with Canada’s Aboriginal groups has become increasingly important for successful power development in this country. Organic growth is a central part of our strategy to create long term value for shareholders. As we and others have noted, valuations for operating core assets have escalated in recent years, driving down the potential return for an acquisition. In this environment Capstone is focusing on development. In the second quarter this year we received the final two renewable energy approvals for our five Ontario based wind projects. One of those projects is wholly owned by Capstone, while the others were being developed with the contemplation of partnering. At this point we anticipate having an increased ownership stake of 75%, which could be as much as 100%. This would add between 12 and 24 megawatts of incremental new generating capacity for a total 64 net megawatts. Our team is already fully engaged in developing these projects, so this would simplify the process and enable us to benefit from a larger investment and attractive projects. We anticipate construction on the interior projects to begin in the third quarter of 2015. In addition, our pipeline includes a 10 megawatt Riverhurst site in Saskatchewan, which we expect to commission in 2017. In terms of operations, Cardinal completed major refurbishment and life extension project on schedule in the second quarter. The plant is now a fully functioning cycling facility and was first dispatched to supply power to the Ontario grid in June. Since then Cardinal has been dispatched several more times in response to peak demand periods, usually triggered by hot summer weather. Turning to regulatory matters, the most active period of the UK competition market facility review of Bristol Water’s AMP6 business plan occurred during the second quarter. Subsequent to quarter end, on July 10 the CMA released its provisional findings. Bristol Water responded to those finding and written submissions on July 27 and had hearings on August 4. We were encouraged by the CMAs report in certain areas. On the issue of operating expenses Bristol Water was provisionally allotted an addition 28 million pounds to run the business, which we view as a more appropriate number that the regulator Ofwat had grated. In terms of enhancement capital expenditure, the CMA provisionally reduced the number by $8 million, while simultaneously removing projects that Bristol Water believed would have cost around 25 million pounds. Essentially Bristol Water has less to do and more money to do it with. The net results of the changes to OpEx enhancement CapEx is a gain of about $45 million, which represents half of the difference between Bristol Water’s proposed business plan and Ofwat’s final determination if the Cheddar 2 reservoir is omitted. On that subject, the CMA provisionally determined that a new reservoir isn’t required at this time, which is unfortunate but not unreasonable. The timing for a new reservoir would be necessary is contingent on a potential new power plant, population growth and the effects of climate change. It’s a consensus view that a new reservoir will eventually be built and could be mandated as soon as the subsequent seven regulatory periods. For cost of capital the CMA largely agreed with Bristol Water’s position and provisionally have grown a small company premium, embedded debt cost and removed an unusual customer benefit test. The cost of capital was provisionally raised to 3.65%, which was in the middle of the range established to the CMAs analysis and reflects current interest rates. We believe the numbers should be at the higher end of the range that the CMA considered and there maybe some room for movement on that issue. Finally, on the pay-as-you-go ratio which significantly affects the rates Bristol Water collects, we were disappointed in provisional findings and believe the current rates are still too low; however, the CMA noted in its report that it didn’t focus on this area for the preliminary findings. Bristol Water has since highlighted pay-as-you-go as a central issue, both in its submissions and during the hearings and response to the provisional findings. The CMA has been encouraged to take a much closer look at this area. The final evaluation is expected by September 3. The CMA can seek an expansion if necessary to complete its review. We remain optimistic that the supplementary testimony delivered at the August 4 hearing, coupled with written submissions will result in an improved outcome that will best serve the needs of customers, protect the integrity of the system and place Bristol Water on a more equal footing to its peers in the UK. It bears repeating that even with the provisional findings as they are initially presented, Bristol Water represents an investment in long term value and one that has grown in value since we acquired the business in 2011. Before I turn things over to Mike Smerdon to discuss Capstone’s financial performance, I’ll note that our results year-to-date have trended to plan. Quarterly results were somewhat lower than expected and were affected by a set of specific factors as Mike will cover. This was an unusual combination of circumstances that should not be viewed as the new normal. We expect cash flows to improve in the quarters ahead. I’ll now turn it over to Mike. Mike Smerdon Thanks Mike and good morning everyone. As Mike mentioned, a distinct set of dynamics influenced Capstone’s key financial metrics in the second quarter. Revenue of $81.4 million for the second quarter was 24% lower in the same period in 2014. This was the result of several factors, including the economics of the new Cardinal contract which was expected when we signed the new agreement in March of 2014. Bristol Water operating under Ofwat’s final determination that is now contesting resulting in a 14% real reduction in rates which took effect in the quarter. This was somewhat offset by favorable foreign currency translation. Weather conductions also had a negative year-over-year impact. Poor wind conditions reduced production in most of our wind facilities, persistent dry conditions on the west coast has lowered production at the seashell hydro facility and cloud cover in the spring, effected output at Amherstburg Solar Park. These natural elements compounded what is traditionally a lower production quarter for our company. In addition recalibered how powerful prices led to reduced revenue at Whitecourt. These revenue declines were partially mitigated by the new capacity added since Q2 of 2014, which includes Skyway 8 and Saint-Philémon and Goulais. Total expenses in the businesses fell 22% in the quarter compared to 2014 to $43.7 million. The drivers of this result were reduced operating expenses largely as a result of lower power production at Cardinal. This was partially offset by higher project development costs in the quarter as we continue to make progress on our wind projects. Adjusted EBITDA came in 27% lower than in the same period last year at $28.8 million, reflecting the lower revenue figures. Turning to adjusted funds from operation, this is an area that must be put into context and merits an explanation. AFFO in the quarter was $900,000 in what is typically one of our weakest quarters due to seasonal factors. The results this year were lower than the second quarter of 2014, primarily because of Cardinal’s new contact, but also because of some issues that we do not expect to reoccur. First, Capstone and our two broker partners agreed with the Bristol Water Board to differ declaring a dividend while the CMA review is in process. Of course the amount of dividends available from Bristol Water is contingent on the CMA outcome. However, based on the previous three years we would normally receive a $2 million dividend from Bristol Water during this period. Second, while two wind projects were commissioned in the first half of 2015 and have generated revenue and accumulated cash, this has not yet been distributed out of the projects, so it is not in our reported AFFO. We expect funds from Saint-Philémon to start flowing to Capstone this quarter and from Goulai in the fourth quarter. On our run rate basis we would approximately $1.5 million per quarter in dividends combined from these projects. Third, as we’ve already mentioned, production across our solar, wind and hydro assets was 9% below historical norms because of poor resources. Even though Q2 is traditionally one of our slower quarters, these unusual weather conditions had a further downward impact on AFFO of about $1.4 million. In total, these specific factors created a drag of approximately $5 million on the quarterly AFFO and in Capstone’s corresponding dividend payout ratio. Nevertheless, on a year-to-date basis, AFFO is slightly ahead of internal expectations and our ability to fund Capstone’s dividend is based on our annual planning and our forecast numbers. Therefore we are still tracking to our plan for 2015. Looking at our financial position, Capstone had unrestricted cash and cash equivalence of $51.2 million at the end of the second quarter, which includes $38.5 million from the power segment and $6.8 million from Bristol Water. Cash and equivalents available for general corporate purposes stood at $22.6 million along with an additional $24.2 million in undrawn corporate credit capacity. At the midpoint of 2015 we affirm our outlook of adjusted EBITDA of between $115 million and $125 million for the year. We have planned responsibly to insure Capstone has the resources and financial flexibility necessary to fund its current growth opportunities, operations and the dividend. The company’s long term debt at quarter end was $926 million, including debt at corporate and our proportion of share of consolidated debt of the power assets, as well as Bristol Water. This represents a debt to capitalization ratio of approximately 74%. As has consistently been the case, Capstone’s outstanding debt is predominately fixed rate on length to inflation. It is largely secured at the operating business level; it fully amortizes over the PPA terms and is non-recourse to corporate. On that front we recently completed the refinancing of Amherstburg Solar Park on attractive terms subsequent to quarter end. The new long term loan carries a fixed interest rate of 3.49% and it fully amortizes over the remainder of the Amherstburg PTA, which expires in 2031. This refinancing will have a positive impact on Capstone’s dividend payout ratio, because we will gain higher annual after debt service cash flows from the asset. It also serves as a reminder that Capstone has a high quarter portfolio of well managed, contracted power facilities in Canada. It’s these assets along with the build out of our wind projects and our return to normal dividends from Bristol Water which form the basis of our operations and we will provide the necessary cash flows to return our payout ratio to our 70% to 80% target. I will now hand things back to Mike. Mike Bernstein All right, thanks Mike. Bristol Water commanded a fair amount of attention from Capstone’s management team in the second quarter as we worked with Bristol’s team to put the best case forward before the CMA makes its final determination. However, while the regulatory review of Bristol Water has proceeded, we’ve been active in perusing organic growth. In addition to the sixth contracted wind projects mentioned earlier, we are participating in the Ontario Large Renewable Procurement. Last December Capstone was announced as a qualified application under the LRP and can bid for up to 38 megawatts of solar and up to 130 megawatts of wind. The LRP is now in the RFP stage and proposals must be submitted by September 1. Our development team has recently helped public meetings to gauge community support for possible expansion of our Erie Shores Wind Farm and meeting regarding a potential solar park near St. Thomas, Ontario. Capstone has also recently submitted a proposal for energy storage technology under Ontario’s Energy Storage Procurement. We appreciate that the protracted regulatory processes of Bristol Water has created a period of uncertainty for Capstone and our shareholders. They CMA will soon issue its filed determination and will have a clear picture of how the next 4.5 years will unfold and how this asset fits into the larger picture for Capstone. Regardless of the CMA outcome, all of our scenarios indicate that there’s still a fundamental disconnect between the value of our assets and Capstone share price. We look forward to updating the market once we have that determination in hand. At the end of the second quarter Capstone is tracking to plan for 2015. Our organic development projects are being completed, our operating portfolio is performing well, but still subject to the natural elements and we look forward to moving ahead with our growth strategy with more certainty for our company very soon. Thank you for your continued support and we will be now happy to take your questions. Question-and-Answer Session Operator Thank you [Operator Instructions]. First question today comes from Sean Steuart of TD Securities. Please go ahead. Sean Steuart Thanks, good morning guys. A couple of questions. I guess worst case scenario; if you assume no change from the CMA provisional findings, can you give us your perspective on what dividends if any you will be able to pull out of Bristol Water over this regulatory period. Mike Smerdon It’s a little too early to say Sean. I mean we would expect dividends out of Bristol Water in the later years in the AMP, although, I mean there is still a lot of variables in play in terms of what will the final outcome of the CMA be, what will the financing structure of Bristol Water be for the current AMP. So as you can appreciate, all of those things will have an impact on the dividends that end up getting paid out. So it’s still too early to say and our focus right now is on making sure that the CMA have all of the information they need in order to come to the right answer for Bristol Water. Sean Steuart And is there an ongoing dialog? I know you had I guess the formal rebuttal in early August. I gather you are continuing to submit written documentation. Are they just in decision making mode or is the dialog ongoing? Mike Bernstein What’s happened since the 10 th of July is that there was a fairly robust response. I think it was totally 200 pages sent on July 27. We then had all testimony on the force and that was a full day session for both ourselves and Ofwat and then last Friday we provided supplementary responses to questions that came up to during the all hearing, as well as any additional responses that came up through the transcript and from Ofwat’s proposal. So there is if you will, nothing official between now and the end, although there is always the opportunity which we expect for clarifying questions that may come from the CMA or additional information if they require it. So there maybe some more information, but right now it is us responding to the CMA. We’ve handed over if you will all of the information that we think they need to come to as Mike described, the right decision for Bristol. Sean Steuart Okay, and then last question from me; you touched on potentially I guess some refinancing initiatives at Bristol. Can you speak to any other levers you can pull across the rest of the operating platform for refinancing initiatives to bolster liquidity a little bit? Mike Smerdon I mean there are a few financing activities that sort of we have in mind that we previously discussed, that Cardinal is an unlevered asset and we view that as a sort of untapped reserve of capital for redeployment into growth opportunities, so that is something that could come up. It’s still an attractive market for financing long dated, contracted, power assets, particularly here in Canada. There are also some – a couple of the wind projects, the smaller wind projects which have near term debt maturities. It is small, so I’m not concerned about the refinancing risk with that. It’s more of a refinancing opportunity to extend out the term, extend out the amortization, store it in the PPA periods and get a lower interest rate. Those are the SkyGen and the Skyway 8 assets. In addition, we do have some financing activity coming up on the wind development projects which we’re currently pursuing and we expect to get those financed on attractive terms as we’ve done in the past. Sean Steuart Okay, that’s all I had, thanks guys. Operator The next question comes from Rupert Merer of National Bank. Please go ahead. Rupert Merer Good morning everyone. Can you give us a little more color on your Rim project developments or the next steps for those five projects for the REAs and what’s the timing expected before you will move to construction and look at COD? Mike Smerdon Well, we’re expecting the ERTs for again Alaska and [Indiscernible]. I’m looking at Mike to make sure he corrects me if I get my five projects wrong; that we expect in August. So we’re planning and ready to start construction on those two in September. Then there’ll be a – the last three should be coming on in the fall and I think the last one will probably be Q1, 2016 to the ERT. So then really just want to continue to roll out over the next 12 plus months to have things completed through 2016. Mike Smerdon So in terms of what needs to be done, we have the turbine equipment locked up and scheduled delivery dates all coordinated. The balance of plant tendering is nearing conclusion, so we’ll have our contractor lined up very soon. Again, its six delivery dates and six payments and then the last thing to conclude will be the project financing, which we’ve started and so far so good. These are projects that are progressing with the same level of confidence that the first three did. Rupert Merer Okay. So they are meeting your expectations for cost and potential returns on those projects? Mike Bernstein Yes. I mean right now we’ll have to see, but the interest rates are still tracking below what we originally anticipated. Rupert Merer Okay, great. And secondly, can you give us an update on your claim against the OEFC and what is the expected timing for the next word that we’ll hear on that. Mike Bernstein I’m trying to remember all the details, but the group I think will put in a submission by the end of the month I believe in response to the OEFCs request for their preliminary information and then we expect that probably we’ll drag out if you will, our final decision would be in Q2 or Q3 of 2016. Rupert Merer Okay, that’s all. Thanks very much. Sorry. Mike Smerdon Starting in August we will start to earn the higher level of revenue on the hydro assets, which were part of that claim as well. So there’s two components to the claim. There’s actually reparations for under collected revenue in the past and then there is there higher rates that should apply going forward and the hydro assets will start getting the benefit of those higher rates starting in August. [Cross Talk] Mike Smerdon That one we expect will be probably about $800,000 or so of incremental revenue which really feels like the bottom line annually, so starting in August. Now obviously the OEFC is contesting that, but because the ruling has come down they do have to adhere to the ruling, so we’ll start getting the – there would be higher revenue for starting this month. Rupert Merer Okay, excellent. Thanks for the color. Mike Bernstein You’re welcome. Operator The next question is from Eric Tang of BMO Capital Markets. Please go ahead. Eric Tang Good morning. This is Eric filling in for Ben. Just a modeling question. On those that are for Ontario projects, what’s the CapEx on those? Mike Bernstein On the Ontario projects, the four that we called wind works and the total CapEx is around $170 million and then there’s the fifth one, Grey Clean which was another approximately $60 million. Eric Tang Okay. So would you need equity to finance those projects or…? Mike Bernstein No, we will project finance at the asset level and in the norm these types of projects, the market standard is 80% project debt, 20% equity and some of our equity has already gone in as we’ve continue to develop those projects, so there is still some left to go in, but we have that covered through internal capacity. Eric Tang Okay, thanks. Those are all my questions. Mike Bernstein Thank you, Eric. Operator [Operator Instructions] Our next question comes from [Indiscernible] of RBC Capital Markets. Please go ahead. Unidentified Analyst Hey guys, good morning. Just a couple of quick questions. First of all, sort of assuming that the CMA finalizes the review early next month or whatever, how soon do you think distributions could resume? Mike Bernstein Our plan is that we’d go back to our expected dividends shortly thereafter, so there is – I guess we have the board meetings quarterly, so probably in Q4 we’d love to resume our quarterly and obviously we’d have to work with the board, but hopefully that includes the catch up as well, but that’s what we’re hoping for. Unidentified Analyst Okay, perfect. And regarding your Cardinal facility, so the EBITDA in the Q2, that’s sort of reflective of a run rate or do you expect a different profile during the winter and summer periods? Mike Smerdon It’s a little bit low for a run rate. It should be higher in the summer months when power prices are higher and there’s opportunity to earn market revenue. As Mike mentioned we were dispatched recently. There is not much dispatch activity in our Q2 results. So looking at Q2 it’s a bit low for a run rate, but we still expect EBITDA for Cardinal to be in that sort of $8 million to $10 million per year. Unidentified Analyst Okay, thank you. That will be it. Mike Smerdon Thank you. Operator The next question comes from Bill Cabel of Desjardins Securities. Please go ahead. Bill Cabel Hey guys, just a little confused here. I heard you just say that you expect the Bristol Water distribution up to the corporate level could be back on or you hope to have that back flowing in Q4. So I mean it sounds like no distribution for Q3, but you could have a catch-up. But then when I kind of think back to Sean’s question, maybe I misheard it, but was there not some element of a potential for there not being distributions at the early stage of this AMP period. I’m sorry, I’m just a little confused as to… Mike Bernstein Sean’s question was if there is no change to the provisional findings from the CMA. It’s a sort of hypothetical. I think the way – the second question on Bristol water dividends was based on what we expect, so we do expect that the CMA will come back with revisions. As we’ve said before, in their provisional findings they didn’t put a lot of time into the pay-as-you-go ratio. It was naturally one of the last things that you looked at, so it’s understandable they didn’t spend a lot of time looking at pay-as-you-go since they were still provisional on the top tax, which is the sort of the big item that we first have to figure out before you can turn your mind to pay-as-you-go. So now the discussion is turning to pay-as-you-go. We are hopeful of an improved result on the pay-as-you-go, which obviously changes the current cash flows at Bristol Water. Mike Smerdon And then to give a bit of more color, this TMA provisional findings with the keeping the pay-as-you-go at exactly the same level that Ofwat had last December, which is essentially the same level that we had in our business plan when we were proposing 540 million pounds, which included Cheddar. They are aware that their current business plan at 429 is a very different revenue mix profile or project profile, a lot less capital type projects, so they are aware of that, that the current business plan has changed significantly from last December, which is what the pay-as-you-go ratio was based on. Bill Cabel But can you help me understand what that risk is, because that’s – I mean in my model that’s about a third of your distributable cash. Not quiet, but… Mike Bernstein Maybe if you can just rephrase your question so we can understand exactly… Bill Cabel Like how confident are you that the regulatory body will change the pay-as-you-go ratio enough that you can continue to receive distributions from Bristol? Mike Bernstein The way we look at it, there is a right payout ratio for Bristol Water. The right payout for Bristol Water is above what was used by Ofwat and what was used for deployment in findings. The way we look at it, the right payout ratio you can triangulate in a bunch of different ways, by looking at how much the mix of operating cost to maintenance CapEx is part of top tax. You can look at it based on industry average; you can look at it based on how bills can pay our peers. Based on all of those different ways of looking at it, the right payout ratio for Bristol Water is in the 60%, north of 60% range. Mike Smerdon And that would allow us to pay the dividend that we’re expecting and I will tell a fourth one, which is if you look at regulatory president and how they look at pay-as-you – well they want to call that pay-as-you-go, but if they would have looked at that type of metric in the past, all of those as Mike say triangulate to a number that would provide us the dividend that we’re expecting and presumably the ones that’s consistent with your model. So right now we have significant amount of rate based growth, which is quite high, but that’s not the right balance. So the overall question is, how confident are we that they will adjust the pay-as-you-go ratio? We are very confident, because there’s four different ways of looking at it. They should increase it by a reasonable amount. Bill Cabel Okay, perhaps we’ll follow up after the call. Thanks. Mike Smerdon Okay, thanks. Operator There’s a follow up question from [Indiscernible] of RBC Capital Markets. Please go ahead. Unidentified Analyst Hey guys, yes just another quick question about the facilities you guys are building on. I saw you guys are putting in bids for 38 and 130 megawatts of wind. Can you give us a little bit of flavor on these access locations, competitive advantage, sort of like an expansion of an existing facility or is it going to be net new facilities, that kind of stuff. Mike Bernstein So the quick clarification is we’re allowed to bid up to those amounts. So we’re just finalizing the size. In the case of the wind it would be Erie Shore. I think one of our advantages is that we’re very accepted by the community and that’s worth a lot of points and therefore it’s not just about price. The Ontario LRP includes points for aboriginal involvement, as well as community support, so we are working as we mentioned with an aboriginal group to participate and we do have strong local support for Erie Shore. So if you will that would be adjacent to the existing facility and therefore there are benefits there. Projects size would be significantly less than the 130, but we haven’t decided what the final amount would be where we are optimizing based on the wind and the land leases. In the case of the solar project we are proposing to build it at the Ford facility, which was closed down at St. Thomas Ontario. So we are in front of council, I think next week or so, where we have a community outreach program, so to respond to community questions. So we are not quite there yet in having the community to support, but hopefully they will view us as a good neighbor and contributor to the economic benefits for the region. So from an advantage perspective it’s a good site. It’s close to transmission and again, we are looking to partner with an Aboriginal group. Unidentified Analyst Okay, perfect. Thanks so much. Mike Bernstein You’re welcome. Operator There are no further questions at this time. I will now pass the call back over to the presenters for closing comments. Mike Bernstein Okay, well thank you everyone. I wish all of you a good end of the summer and we look forward to updating you when we hear back from the CMA and provide that clarity that everyone is looking for. Thank you. Operator This concludes today’s conference call. You may now disconnect your lines. Thank you for participating and have a pleasant day.

Laclede Group’s (LG) CEO Suzanne Sitherwood on Q3 2015 Results – Earnings Call Transcript

Laclede Group, Inc. (NYSE: LG ) Q3 2015 Earnings Conference Call August 5, 2015 9:00 AM ET Executives Scott Dudley – Director-Investor Relations Suzanne Sitherwood – President and Chief Executive Officer Steve Rasche – Executive Vice President and Chief Financial Officer Analysts Dan Eggers – Credit Suisse Spencer Joyce – Hilliard Lyons Selman Akyol – Stifel Operator Ladies and gentlemen, thank you for standing by. And welcome to the Laclede Group’s Third Quarter Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] I will now turn the call over to Scott Dudley, Managing Director, Investor Relations. You may begin your conference. Scott Dudley Thank you and good morning, welcome to the Laclede Group earnings conference call for the third quarter of fiscal 2015. We announced our financial results this morning and you may access the news release on our website at thelacledegroup.com, and you can find that under the News Releases tab. Today’s call is scheduled for up to an hour and will include discussion of our results, and question-and-answer session. Prior to opening up the call for questions, the operator will provide instructions on how you may join the queue to ask a question. Presenting on our call today are Suzanne Sitherwood, President and CEO; and Steve Rasche, Executive Vice President and CFO. Also in the room with us is, Steve Lindsey, Executive Vice President and Chief Operating Officer of Distribution Operations. Before we start, let me cover our Safe Harbor statement and discussion of our use of non-GAAP earnings measures. Today’s earnings conference call, including responses during the Q&A session, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements speak only as of today and we assume no duty to update them. Although our forward-looking statements are based on reasonable assumptions, various uncertainties and risk factors may cause future performance or results to be different than those anticipated. A description of the uncertainties and risk factors can be found in our annual report on Form 10-K and quarterly report on Form 10-Q, which will be filed later today. In our comments, we will be discussing financial results in terms of net economic earnings and operating margin, which are non-GAAP measures used by management when evaluating the company’s performance. Net economic earnings exclude from net income, the after-tax impacts of fair value accounting and timing adjustments associated with energy-related transactions, as well as the impacts related to acquisition, divestiture and restructuring activities, including costs related to the acquisition and integration of Missouri Gas Energy and Alabama Gas Corporation. Operating margin adjusts operating income to include only those costs that are directly passed on to customers and collected through revenues, which are the wholesale cost of natural gas and propane, as well as gross receipts taxes. A full explanation of the adjustments and a reconciliation of these non-GAAP measures to their GAAP counterparts are contained in the news release we issued this morning. So with that, I’ll turn the call now over to Suzanne. Suzanne Sitherwood Thank you, Scott, and welcome everyone. I’m proud to report we turned in another quarter of solid performance, as we continue to execute on our growth initiative. I’ll begin with the quick summary of our results and then I will provide an update of other items related to achieving our strategic objectives. Steve Rasche will follow me with a more detailed discussion of our operating results and financial position, as well as some commentary on our outlook. This morning, we reported net economic earnings at $0.25 per share for the third quarter and $3.56 [ph] per share for the nine-month period. Steve will discuss the details in a moment, but I’m pleased to note that these results are in line with our expectations and we remain on track to achieve our growth target for the year. At the AGA Financial Forum in May, we had an opportunity to meet with many of you to discuss our achievements relative to our strategic growth initiatives. I like to spend a few minutes recapping that discussion and providing a few updates. We remain focused on transforming our business and continuing to deliver long-term growth by executing on the four pillars of our strategy. First, we are growing our core Gas Utility business through investment and further pipeline infrastructure upgrades and organic growth initiatives. Second, as we demonstrated, we are growing to acquire another gas utility and successfully integrating them to create value for investors, customers and the communities we serve. Third, we are working to further leverage our natural gas industry expertise to optimize our current and future investments in natural gas transportation, source and supply assets across both our regulated gas facilities and our gas marketing business. And fourth, we are investing in innovation and emerging market. I’ll start with our initiatives to grow our Gas Utility business. As you know, a significant driver of growth for our Gas Utility businesses is capital investment, particularly for upgrade to our distribution infrastructure. In 2015, we have continued to ramp up our pipeline replacement efforts across both Missouri and Alabama. Our commitment to prudent investment in our infrastructure is designed to improve safety and reliability, while lowering operating cost. As far this year, we have invested more than $200 million in capital and we remain on track for approximately $300 million we spent for the full year with a little more than half of this total dedicated to infrastructure upgrade. Our 2015 plan in perspective, for fiscal 2014, our capital expenditures were about $170 million and the very [ph] the Infrastructure System Replacement Surcharge or ISRS provides us with a more timely regulatory recovery of our prudent infrastructure investment. Effective May 22, the Missouri Public Service Commission approved an annual increase in ISRS of $5.4 million for Laclede Gas and $2.8 million for MGE. On Monday of this week we filed for additional ISRS to cover our investments for the period running from March 1 to August 31. The filing requests $4.3 million from a fleet gas and $1.8 million for MGE. We expect that approved amount to be effective later this calendar year. We are also seeing results from our organic growth initiative, targeting increasing revenue and margins while also improving our cost efficiency. We have been testing the growth potential on the various markets we serve, starting with St. Louis and Kansas City, and learning from Alagasco’s experiences. In LA, we are getting back to the basics [ph] of understanding our customers and their energy needs and identifying opportunities to better serve them. In doing that we are striving to grow our customer base and [indiscernible] and improve the retention of existing customers in both traditional and creative ways. Our initial focus area has been to deal commercial and industrial loans conversion from alternate fuel. While I can’t state to specific customer, I’m proud to say we are running success in converting several industrial customers to natural gas, representing a meaningful amount of incremental margin. And I would note that we are seeing modest customer growth across our entire gas facility footprints. We are also now pursuing service extensions within our franchising areas and acquiring integrating gas facility. As we work to grow revenues and margins, we are offset for greater cost efficiency and how we serve our customers. We are deploying enhanced technology and communications tool to improve the quality of the interactions we have with our customers and to ultimately deliver service more effectively. We are also leveraging our shared services model and looking for and stocking process improvement across our organization. These initiatives are tied in part to our integration efforts for MGE and Alagasco. As I mentioned last quarter, we’re nearly complete with the integration at MGE with final item, system implementation next month and our integration work at Alagasco is well under way. Now let me turn to optimizing gas supply assets. As I narrated last quarter, we have undertaken a thorough evaluation of our mix with natural gas stores, transportation, and supply assets to ensure we have diversity to access to gas supply from various states and transportation sources. Due to the introduction of Shell Gas, such an evaluation should improve diversity and the liability for years to come. We started this effort in Eastern Missouri evaluating access to Shell Gas in the Northeast supply basin and Western Missouri and Alabama are earlier in the process. However, by the end of the calendar year, we expect to be in a position to outline some initial step we will take to realize value both for our customers and shareholders. Now, I’d like to close on positive merits. Last week, Laclede Board of Directors declared a common stock dividend of $0.46 per share, payable October 2. This is the same quarterly rate declared since the annualized dividend was increased 4.5%, effective January 2. We are proud of our track record applied in consecutive years, I mean keeping dividend, as we continue to make good on commitments to deliver a shareholder value. With that, now let me turn the call over to Steve Rasche to review our third quarter results. Steve? Steve Rasche Thanks, Suzanne. Good morning, everyone. We announced three quarter earnings earlier this morning that came in to the top end of our expectations, due to timing and a slight improvement in our income tax rate. Let me take a few minutes to review those results with you and talk a little bit about the rest of this year and 2016. Starting with the third quarter results, total operating revenues were just over $275 million, up 14% from last year. Operating margins or earnings contribution after gas cost and gross receipt taxes of $177 million was 36% higher than last year. Our business segment, Gas Utility margins of $173 million were up $50 million from last year, as the addition of Alagasco contributed $54 million in margin, while the operating margin of our Missouri utilities, declined by $4 million. This decline reflects interest revenues that were higher in the quarter, but they were more than offset by the change in Missouri Gas Energy’s rate design. As we noted in previous quarters, MGE’s rates now include a variable user space component, which has shifted the margin into the first and second quarters of the fiscal year and decreased margins in the third and fourth quarters. Gas marketing delivery operating margins of $3.1 million down from $6.5 million last year, this decline reflects the return of normal weather and market conditions in the Midwest, as compared to the higher volatility and wider price differentials prevalent in the prior year. Remember that last year the overall market was recovering from the record cold winter of 2014 and the market dynamics were still working to return to the new normal, so to speak, that we are seeing again this year. Returning to the income statement, other operations and maintenance expenses of just under $91 million include the benefit of $7.6 million nonrecurring gain on sale of utility’s property, related to the consolidation of our St. Louis offices. Excluding that gain, run rate operating and maintenance expenses of approximately $98 million or $25 million higher than last year, reflecting; first, the addition of Alagasco, which added roughly $36.5 million to O&M cost and second, lower expenses at Missouri utilities, driven by lower bad debt expense, lower labor costs, offset in part by higher integration expenses. Depreciation and amortization of $32 million was up $14 million from last year, with $12 million attributable to the addition of Alagasco and the remainder reflecting the higher level of capital spent in the last 12 months. Taxes other than income of $26 million were up $4 million, reflecting mainly the addition of Alagasco, offset in part by lower Missouri gross receipt taxes. Interest expense for the quarter of $18 million was higher year-on-year by just under $7 million and reflects the debt assumed and issued in conjunction with the Alagasco acquisition. Income tax expense was $4.6 million, compared to a net tax benefit in 2014. The effective rate for the current year now stands at 31.6%. And the provision for the quarter reflects the year-to-date change to that new run rate. During the quarter we filed our annual income tax returns and recognized the onetime benefit associated with the retroactive components of the tax extenders that were passed in late 2014. We anticipate our full-year effective tax rate to remain close to this run rate. The resulting GAAP net income for the quarter was approximately $14 million or $0.33 per diluted share. Net economic earnings for the quarter were $11.1 million, down from $14.5 million last year. As noted in our press release, our net economic earnings this quarter, excludes that gain on sale of property and after tax benefit of $4.7 million, to provide a truer picture of our run rate earnings. Looking at the earnings by segment the Gas Utility segment delivered net economic earnings of $16.5 million, compared to $13.3 million, a year ago. This increase reflects the additional earnings from Alagasco and the increase in [indiscernible] revenues offset in part by the impact of MGE’s rate design change. Gas marketing earnings are $0.5 million, down from $1.9 million last year reflect the change in market conditions I noted a minute ago. Other net cost in 2015 of $5.9 million reflect primarily the interest cost associated with the lead group debt issued to finance the portion of the Alagasco acquisition. On a per share basis, third quarter net economic earnings were $0.25 per diluted share, compared to $0.44 per share last year. This comparison reflects the change in the quarterly distribution of earnings, as well as the weighted average impact of the additional 10.4 million shares issued to finance the Alagasco acquisition, last year. Let me turn briefly to our year-to-date results. Overall net economic earnings for the first nine months of our fiscal year were just over $154 million or $3.56 per share. This compares to the prior year earnings of $102 million or $3.12 per share. This increase of nearly $52 million is due to growth in our Gas Utilities segment reflecting not only the addition of Alagasco, but also growth of our Missouri Utilities. Gas marketing earnings were lower than the last prior year period due to more favorable weather and market conditions in the prior year. Switching to cash flow statement, cash provided by operating activities for the first nine months of 2015 essentially doubled from a year ago to $366 million. Alagasco added $120 million of that operating cash flow and the remainder reflects favorable timing of collections the Missouri cost under our purchase gas adjustment cost, as well as lower inventory values. And as Suzanne mentioned, year-to-date capital expense was nearly $203 million up more than $93 million from last year with approximately $57 million of that increase attributable to Alagasco and we remain on track for our targeted capital spend $300 million this year. Our balance sheet at June 30 remains very strong with solid long-term capitalization of 51% equity and 49% debt. And short-term borrowings were approximately $211 million down from last quarter, reflecting our ongoing plans delever the business. Our liquidity remains excellent and we have ample capacity in our credit facilities and commercial paper program. During the quarter, we finalized our private placement of two tranches of Alagasco senior notes. These notes will fund later this calendar year to better match our seasonal cash dues [ph] with $35 million in ten-year notes with an effective interest rate of 3.2% funding on September 15, essentially replacing a similar north of high rate notes that we called in January of this year. In addition, we will plan $80 million in 30-year notes and an effective rate of 4.1% on December 1, and current with the maturity of life amount of debt that carries an interest rate of approximately 5.4%. In both instances our customers in Alabama will benefit from the lower interest rates since interest expenses recovered currently and trued up quarterly. Looking out to the rest of the year, our results continue to demonstrate the success of our growth strategies and we remain on track to meet our full year 2015 earnings targets. As a reminder, due to the change in MGE’s rate design, and the acquisition of Alagasco, our distribution of earnings becomes more seasonal and as a result we anticipate an operating loss in the fourth quarter, hot summer season in our service territories. We anticipate our fourth quarter loss being higher than last year and a little above the top end of the 9% to 11% range of full year net economic earnings per share we first introduced last fall. These expectations reflect the adjustments I noted earlier for a slightly lower effective tax rate and the timing of operating and maintenance expenses in the fourth quarter. Again, putting all this together, we remain on track for meeting our commitment of growth in 2015 above 6% after moving last year’s gas marketing weather benefit. And we’re already well into preparing for fiscal 2016, especially our budget and long range of plan. All are on track with our long-term EPS growth target up 4% to 6% and the expectation that 2016 will again be above that range. I would also note that as part of that detailed planning process we are assessing the launch of more formal, annual earnings guidance. More later as we complete the hard work internal with our team to get our 2016 plans in place. Now, let me turn it back over to you Suzanne. Suzanne Sitherwood Thanks, Steve. So summarize, we continue to execute on our strategy and delivered results in line with our expectations, including our earnings per share growth target. We are executing well and we continue to transform Laclede to effectively integrating and bringing together our utility companies and improving the business models of our non-regulated businesses. This transformation includes the shift in our corporate culture to reflect where we are today, a larger, growing company, to serve gas utility customers across two states and provide other gas services across the Midwest and other parts of the country. We continue work to build stronger connections and communications at all of our constituencies, sharing our changes and our plans. Our recent AGA presentation had simplified they’re reflected truly are the company. The slide depicts the community with a description, the description is energy exists to help to live their lives, relative businesses, advance the community. This is simple idea that had won the heart of our business. In that spirit I offer things are more than 3,000 employees for their commitments through our simple idea. And months ahead, you can expect that we will continue our efforts to focus and solidify our emerging messages to our stakeholders, and continue to deliver on our product. Operator, we are now ready to take questions. Thank you. Question-and-Answer Session Operator [Operator Instructions] Your first question comes from Dan Eggers with Credit Suisse. Dan Eggers Hey, good morning guys. Hey, good morning, sorry about that. Just a couple of questions, Suzanne you’ve made mentioned to the Muni system acquisitions or something about Muni’s in your prepared remarks. I just wanted if you could just, maybe elaborate a little bit more on that or tell me if I just misheard you? Suzanne Sitherwood Here I’ve given a little bit more expansion regarding organic growth. We’ve shared just a couple of calls ago, we had hired our Vice President of Organic Growth, and he’s done a lot of preliminary work in terms of areas that we should be focused on. And one of those areas on the resistible [ph] and also with the acquisition of Alagasco, there’s several municipals [ph] on that scale, as well as even some in Missouri too. We are just focused right now on understanding who they are and we also think about it in terms of all the pipeline regulations and Steve Lindsey is at the table and he can talk a little bit more that if you’d like but some of these municipals are actually reaching out to gas company because they have a stronger need in understanding what [indiscernible] and Steve if you want to add. Steve Rasche I think we’re [indiscernible] exactly where we’re really seeing a trend nationally that has enhanced pipeline safety regulation moving at the place. Some of these near to operators are looking for business either in the operation or exist in more perhaps concluding divesting our existing system. So we are out in market, we’re making ourselves available to have discussions with those long [indiscernible] and we do these as part of our organic growth. Dan Eggers Again we’ve in the water space where it makes tremendous amount of sense for the communities probably to be selling their systems because of the capital obligations and operational challenges, yet they seem not to show a whole lot of willingness to do it. As you guys are kind of looking into this, are you seeing interest either from the communities [ph] or the people in the communities would suggest, this is something you guys get yourself more actively involved in? Steve Rasche Well, yes, I think again as you mentioned some of the operational characteristics of the system have changed, as well as leadership looking at different municipalities. So I think again, our overall work right now is to evaluate where those opportunities to exist, have those discussions, and if those opportunities present themselves be ready and take a little bit more of a proactive approach that we have in the plans. Suzanne Sitherwood And you know what are the plans is, capital constrains, some of the communities have, especially coming out of the sort of the 2008 recession period and then you layer on this additional on Federal regulation. I still have the volume capacity and other capital resources to terms to you. So that’s part of what’s driving interest to your point. Steve Lindsey Do you think this is – is there an opportunity to kind of be a manager of their systems instead you get paid in a little capital way, you pay their management fee effectively to run it for them without having to do a lot of balance sheet work necessarily? Suzanne Sitherwood I guess I repeat we keep our mind open to you what the interest about, if we go to municipalities and for the Public Service Commission. I think if you will the commission really transactions in different way that we will keep our minds regardless taking the liabilities to the help of that system and our ability to evaluate with the extremely important. And then, secondly how we work with the regulators to get the – it’s a right way to transition that principle into the gas company that works for customers and our shareholders, and there [indiscernible], but we’ve done a lot of homework and we feel pretty confident about our approach. Dan Eggers This is Andy, I think this is the fiscal year 2016 event where we’ll start to see something converter how long [indiscernible] take to make sense of this from our perspective? Suzanne Sitherwood I think the few line items on organic growth, I’m trying to give into the [indiscernible] in terms of mix evaluation clearly wanted to the pillars and we’ve done a lot of analysis regarding to municipals that are in Missouri as well as Alabama and we have – they are working out in the field. So, I guess, time will tell that definitely something that we studied well and we are out looking. Dan Eggers And I guess, probably on the organic front you made mention of kind of looking at your share for shale related infrastructure and that sort of thing. Can you just maybe explain a little bit what the thought process is there? And I guess the timing is you give an update at the end of next quarter’s call up your fiscal year end? Suzanne Sitherwood It’s correctly. You did hear that correctly. So we embarked under my guide by heart leadership as Senior Vice President of Corporate Development Strategy. We started evaluating all the upstream asset that are prior actually to closing Alagasco for our considering utility and we were looking at the historical supply, transportation and stores contracts and sources for serving our customers. So we started evaluation process on how long they service regarding the liability for our customers on the short term and the long-term. As you know again with the introduction of shell gas in the various basement and there is attributes for these basements. As you know that changed the market, as well as the pipeline respond to those supply basements. So I believe and my colleagues believe the responsibility for us to embark on this evaluation, we started in eastern part of the state and we split up for a lot of the modeling therefore physical and logical modeling are now starting to same sort of western side of the state in Alabama and because we’ve started earlier with eastern side in more sophisticated, I mean reliability and then you layer on commercial availability you want some of their supply transportation services pipeline and go forward it. And that some of what you will hear an update for the end of next quarter. Dan Eggers Okay, great. Thank you guys. Suzanne Sitherwood Thank you. Operator Your next question comes from the line of Spencer Joyce with Hilliard Lyons. Spencer Joyce Steve, Suzanne, and Scott good morning, how are you? Steve Lindsey [Indiscernible]. Suzanne Sitherwood Good morning. Spencer Joyce Steve. I like that teaser on the guidance. We are all eagerly weighted queue for now. Steve Lindsey [Indiscernible]. Spencer Joyce Just a quick one here. Steve refreshes on the timing for that reallocation of the earnings kind of across the quarters, those rate structure changes will have anniversary like as of Q4, is that right. So we should have a pretty clean year kind of in the rear view mirror as of next quarter. Steve Lindsey We should but Alagasco will not have been in the mix last year cause you might recall close on that at the end of August. So we kept it out of our net earnings for the full year or so, if that and Alagasco is more seasonal due mainly to the fact of the geographies that it’s providing a natural gas. And so the fourth quarter will still be a little bit kinky, what I would suggest, Spencer is go back to the guidance that we talked about earlier in the year and I did talk about on the call and talk about on the call and we kind of give ranges of the earnings by quarter and that range that we gave for the fourth quarter was a loss of between 9% and 11%. And as I just mentioned, we expect to be a little bit above that range. So a little bit higher than 11%, I mean the loss for the quarter and that’s really timing of expenses as much as it is the change in the seasonality. But I would say that once we get beyond this year that I think we should have a reasonable cadence to work through, as you look at 2016 and beyond. Spencer Joyce Okay, great. So maybe one more kind of noisy or kinky quarter there and that we should be pretty clean? Steve Lindsey Yes, it is real hard. Not to make it noisy and comfortable for you. So – Spencer Joyce Yes, well, I know you all did a great job closing those acquisitions right at the end of the year, which made it nice to work with. Turning up to the income statement, the gain on sale from this quarter was that baked into the O&M line, was that a offset O&M expense or was that in the other income line? Steve Lindsey That was in the O&M expense line and you’d want to take out that $7.6 million essentially reduction in operating expenses in order to get to a better run rate. Spencer Joyce Okay, perfect that’s – and I think that was in the release. I just want to make sure I was understanding that right, that’s kind of a large item. Finally for me, on the corporate overhead and sort of the other unallocated expense or earnings line, we’ve obviously seen some wider losses this year, but I’m assuming that should peak somewhat for full year fiscal 2015, and then perhaps draw down a little bit moving forward. Is that kind of, I guess qualitatively the right way to think about those, the other segment, if you will? Steve Lindsey Yes, the other – the magical all other categories is everything that doesn’t set it nice and uniquely into a segment. And you’re right, the vast majority of those expenses are interest expense on the Group debt that we should financially, Alagasco transactions. So, and those are all, mostly at fixed rate some at variable rate, but short-term variable rate, so I until we start retiring that debt, that will be a fairly static number by quarter-to-quarter basis. There is a small amount of what I’ll call unallocated corporate costs that would also fall in that category. Those don’t generally vary much on a quarter-to-quarter basis, a little bit more this quarter because of some integration costs but we would pull those out for an economic earnings purposes. So, I think over time Spencer, as we start delivering the business and we know that in 2017, we delever the business with the – unit mandatory’s, liquidating at least the equity forward component those liquidating. That will definitely see change and the interest component in that other category. Aside from that is probably has a bit more flattish going into 2016. Spencer Joyce Okay. Perfect. So now – a potential drawdown talking point in 2017, but before that you’re looking kind of flattish. Steve Lindsey Yes. Spencer Joyce All right. Nice quarter, that’s all I have. Steve Lindsey Thanks, Spencer. Operator Your next question comes from the line of Selman Akyol with Stifel. Selman Akyol Thank you, good morning. Suzanne Sitherwood Hey, good morning. Selman Akyol A couple of quick questions. On your acquisition related expenses from Alagasco, how much longer do you expect those to be running through? Should we expect to see this continue to bleeding to 2016 as well? Steve Lindsey Yes, we do. We typically look on a broad brush Selman, when we look at integration. It’s generally a two to three-year program, if we look at MGE and that’s a really good marker to take a look at. We do anticipate there being some cost next year which would be the third year of that acquisition. Remember, we’re only coming up on the first anniversary of Alagasco. And as Suzan mentioned in our prepared remarks, we are now implementing the integration plans. So, we would clearly expect those integration cost to continue through 2016 and then perhaps some into 2017 at Alagasco. At that point, probably not much from MGE going forward. Selman Akyol All right. And then I think you said before that MGE was a good marker and maybe up to $20 million of integration expenses there, am I remembering that correctly? Steve Lindsey You are, and that was our original transaction cost guidance and we came in well underneath that. Our integration costs for MGE are running at a level significantly below that. In fact, if you give me just a second here because we do disclose that information every quarter, I’m not sure if I’m going to get it to – I will get it to you separately if I could – Selman Akyol Okay, we can follow-up offline Steve Lindsey Yes. Selman Akyol But so I’m just taking back 2016 in terms of Alagasco, should we expect sort of similar run rates to 2015 or is the bulk behind that is very just kind of quantify that? Steve Lindsey I would suspect that just as with MGE, you’re going to see a fairly consistent run of cost, they run into different categories, depending upon what’s driving them. So I would suspect we’ll see a similar level as we go through 2016 and that embraced our tailing off as we get to 2017. Selman Akyol Great, I appreciate that. And then just looking at the CapEx expenses, I clearly understand what’s being spent in Missouri, can you go through with the $56 million, where that’s being spent for Alagasco? Steve Lindsey Over a half of it was pipeline replacement and that’s clearly what our goal is in fact if you look into 2016 and beyond, we would expect that number to even go a little bit higher. So in terms of the fully 50 – 30 or almost two-thirds of that amount is either pipeline replacement or other things that would be directly associated with pipes or new customers. And then this year, and we see the same thing happening in St Louis or in Missouri, as we do have some facilities costs that are coming in this year, that’s about $10 million at Alagasco this year which we wouldn’t expect to recur next year. From our pipeline replacement perspective, all the three utilities will be at or above the level they were at last year. So we are managing holistically and at Alagasco, there is one large infrastructure expansion and as a surprise or improvement that this year, so that in other major pieces, what’s going on in 2015 Selman Akyol All right. Last one for me on still on the CapEx, $300 million for this year, roughly split two-thirds between Missouri and one-third for Alagasco? Steve Lindsey Yes, sir. Selman Akyol Got it. All right. Thank you very much. Suzanne Sitherwood Thanks, Selman. Steve Lindsey Thanks, Selman. [Operator Instructions] At this time we have no further questions. Management, I’m turning this back to you for closing remarks. Scott Scott Dudley Great, thank you all for joining us and will be available throughout the day for any follow-ups. Thanks for joining us. Operator This concludes today’s conference call. You may now disconnect.