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American DG Energy’s (ADGE) CEO John Hatsopoulos on Q2 2015 Results – Earnings Call Transcript

American DG Energy Inc. (NYSEMKT: ADGE ) Q2 2015 Earnings Conference Call August 12, 2015 11:00 AM ET Executives John Hatsopoulos – Chief Executive Officer Gabriel Parmese – Chief Financial Officer Ben Locke – Co-Chief Executive Officer Analysts Walter Schenker – MAZ Partners Ralph Wanger – RW Investments Roger Liddell – Clear Harbor Asset Management Michael Epstein – Northeast Securities Operator Good afternoon, and welcome to the American DG Energy Second Quarter 2015 Financial Earnings Conference Call. All participants will be in a listen-only mode. There will be an opportunity for you to ask questions at the end of today’s presentation. [Operator Instructions] For your information, this conference is being recorded. As a reminder, a recording of this conference call will be available approximately one hour after the conference call by phone until Thursday, August 20, 2015. Individuals can access the recording by dialing 1-877-344-7529 toll free or 1-412-317-0088 and entering the replay conference number 10070265 followed by the pound sign. Now, I would like to introduce Gabriel Parmese, Chief Financial Officer. Please go ahead. Gabriel Parmese Hi, everyone. This is Gabriel and thank you for attending our second quarter 2015 financial conference call. Safe Harbor provision. Various remarks that we may make about the company’s future expectations, plans and prospects constitute forward-looking statements for the purpose of the Safe Harbor provisions under the Private Securities Litigation Reform Act of 1995. We may make forward-looking statements about our future financial performance that involves risks and uncertainties. These risks and uncertainties could cause our results to differ materially from our current expectations. We encourage you to look at the company’s filings with the SEC to get a more complete picture of our business including the risks and uncertainties just mentioned. Also during this call, we will be referring to certain financial measures not prepared in accordance with generally accepted accounting principles or GAAP. A reconciliation of the non-GAAP financial measures used on this call to the most directly comparable GAAP measures is available in our press release and in the accompanying tables that we released. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so even if our estimates change and therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today. And with that, I’d like to turn the call over to John Hatsopoulos. John, are you at mute? Ben Locke Yes, John, we can hear you fine. Gabriel Parmese Go ahead, John. Ben Locke Well, maybe what we’ll do operator is, I will go ahead and start the call and then we will have John join us for some remarks at the conclusion of my discussion. So as Gabriel said, welcome all of you to our second-quarter earnings call. Before I go into a review of our second quarter, I just want to do a quick reminder for those of you who may not be familiar with our call [ph] of our business. ADG and Eurosite Power are in the business of selling energy in the form of electricity, heat and cooling to customers who wish to save money spent on traditional sources of energy. We own the assets that produce energy on-site and earn revenue as the customer pays ADG at discounted rate for electricity and heat or cooling. This model called On-Site Utility or OSU is quite common and practical with energy technologies such as wind, solar and cogeneration systems. The OSU model is an essential part of any distributed generation infrastructure since not every customer has the capital or financial flexibility to own the asset outright. I’d like to also reiterate to our investors what the main focus of the company has been over the past two quarters and how it relates to our plans for growing company in the future. My main focus for the company since becoming co-CEO has been to improve the operations of our existing fleet in order to increase productivity by optimizing our margins. As our results confirmed, we are seeing solid improvements in our margins. I believe demonstrating robust and consistent margins for ADG is the most important metric to guide our business forward since it’s the basis from which we can resume building the business, confident that each new project will return margins that will lead us to profitability as quickly as possible. With this theme in mind, while our second-quarter revenues were essentially flat as compared to Q2 2014, our overall gross margin without depreciation improved 34.5%, a solid improvement over our gross margin of 28.3% last year. Our efforts to improve fleet performance are even more demonstrated by the improved margin of the ADG North American operations which increased to a little over 38% in the second quarter. And as our press release indicated the company achieved positive non-GAAP cash flow from operations as a result of tax incentives received by EuroSite. Excluding this UK tax incentive, ADG still showed improved EBITDA cash flow as compared to 2014. In terms of sales development in the second quarter, we announced the sale and installation of 2 Ilios heat pump systems in Hawaii this quarter. These heat pumps offer tremendous savings as compared to traditional heating systems and Hawaii is turning out to be an emerging market for ADG sales efforts. We also announced yesterday a contract for the design and construction services of the 2 Times Square hotels. This contract leverages our experience with boiler room construction projects and is expected to lead to more projects with this hotel chain. And lastly, EuroSite continued showing good growth in the quarter by announcing two contracts for systems in the UK. For those of you that listened to the EuroSite call earlier this morning, Paul Hamblyn is making great progress, with revenues increasing 30% and operating expenses decreasing 26% compared to the Q2 2014. And as mentioned, the cash inflows from the UK energy tax incentives resulted in overall non-GAAP cash flow positive for the quarter. Before going into detail about how our fleet performance has improved, I’d like to remind investors that our fleet consists of three segments. ADG owned and service sites, EuroSite owned and service sites and sites jointly owned and serviced with our LLC partner. As I described in a conference call we held on June 23 as well as our annual meeting call, in the second quarter we formalized a reallocation of the LLC sites resulting in ADG adding 8 sites consisting of 13 units to the ADG controlled fleet and 7 sites consisting of 9 units being dispatched to our LLC partner. The remaining 5 sites consisting of 16 units will remain in the LLC but ADG will assume operational control over these systems. Now that this reallocation is complete, ADG has complete control over the added sites, allowing us to determine each site’s potential for improved productivity and profitability, possible extension of the OSU agreements and in some cases expanding the OSU to include new systems on the site. We’re now in the process of making improvements to a number of former LLC sites. Some of these improvements are minor resulting in minimal downtime. Other improvements require more effort resulting in longer downtime. We fully expect to have a small dip in revenues in the third quarter as a result of this work but the long-term benefits of the improvements far outweigh any short-term revenue reduction, and as I already mentioned, we are approaching certain former LLC sites with new OSU propositions that will improve the customer savings and secure long-term profitable revenue for ADG. With this reallocation now complete, our fleet now consists of 119 systems, consisting of 76 ADG controlled systems, the 16 systems still in the LLC and 27 systems in the UK with EuroSite. So turning to the ADG North American fleet. We saw an increased productivity of 12.5% as compared to Q2 of 2014. When including July numbers, which also increased 12.3% from last July, this marks nine straight months of increase productivity for our North American fleet. While our revenues do not always track linearly with these productivity increases due to variations in gas and electric prices, it is a solid trend that we expect to continue. As described on the EuroSite earnings call, EuroSite total energy production increased 44% from Q2 2014 and EuroSite added 2 systems into their fleet in the second quarter, also reaching an agreement for an additional two systems to be installed later this year. So turning back to sales for our North American operations. We have several strong sales prospects that we expect to close in the third quarter. As I mentioned on previous calls, we have instituted a new layer of project evaluation and analysis prior to accepting any new OSU arrangements. It is essential for our future growth that ADG only accepts projects that will assuredly deliver the promised revenue and margins that our analysis projects. In many cases, we are now requiring that M&V or measurement and verification be conducted prior to closing OSU agreement. This step adds time to the closing of the OSU project but ensures that the actual electric and thermal load profiles match our economic analysis and therefore validates our ROI projections. Many OSU projects look good on paper but only through M&V and construction cost verification will these projects return the ROIs expected by ADG. With that said, the backlog of projects we are seeking to close, all meet the stringent criteria for success. I am working very closely with the sales team to make sure that we only accept jobs that will meet our projections since these will be the projects that materially contribute to our revenue and profitability goals. So in summary, I strongly believe that ADG’s business model is vibrant. The fundamental economic drivers for our OSU model remain strong. Electric rates continue to rise, natural gas remains affordable and customers continue to value the resiliency to grid outages that fatigue co-gen equipment provides. We have made excellent progress improving the performance of our North American fleet, the upgrades of former LLC sites for optimum result and higher revenue with good margins. And EuroSite is making tremendous progress in the UK and we expect more project announcements in the coming quarter. All in all, I believe 2015 will demonstrate that ADG business is strong and the goal of reaching cash flow positive operations by 2016 is achievable. With that, I’d like to turn it over to John for a few comments before we take questions. John Hatsopoulos Ben, thank you very much. The phone kept coming on and off, I don’t know what happened but anyway, ladies and gentlemen I wanted to thank Ben for the fantastic job he has done in straightening up and solving some of – most of our problems that we have at ADG. We obviously think very highly of the prospects of ADG and some of you might not know that we have been buying our stock and we have bought in excess of 800,000 shares in the open market and probably we need to talk to our board, we will probably continue to do something like this for a while, as long as our stock is trading at a discount to our cash plus the value of the shares of EuroSite that we have. As you know, we have a little over 28 million shares of EuroSite which represent about 48% of our assets. With that, again, I want to thank all of you for being on the call. Ben, I don’t know if Gabriel needs to say something. But again, thank you. Ben Locke Operator, I think we are ready to take questions. Question-and-Answer Session Operator [Operator Instructions] Our first question comes from Walter Schenker of MAZ Partners. Walter Schenker To what extent can ADG ex-EuroSite become cash flow positive through improving the current operations or to what extent do you have to add additional units to get you to that point, and if so, roughly how many additional units might it take to get you there? John Hatsopoulos Go ahead, this is your question. Ben Locke Yes, Walter, I can answer the question. This is Ben. So we have looked at that exact case very precisely what it’s going to take for ADG absent EuroSite to reach cash flow positive operations. And it’s going to be a – I mean this effort that we’ve undergone to improve our margin and increase productivity, of course, it’s very important to get the most out of our fleet but to me I really needed to demonstrate that any projects we get on board are actually going to return good margins of 35% or so. And I am convinced of that now. And so with that in mind, we do have a backlog of projects and unfortunately I can’t tell you the exact size of the systems and how many it is but it’s enough systems that we can install in a few quarters time that will indeed get us to cash flow positive operations in 2016. So what we have to do right now is we have to close those deals and as I mentioned, we are doing M&V on them right now. We need to close those deals, we need to get them installed, we have sufficient capital right now to install those systems, we don’t need to raise additional money to install those systems that we need to get there, and get them up and running in the next few quarters. I will give you a ballpark figure, under 10 systems that we’re going to need – we have identified in our backlog to get installed and get us to cash flow positive even without EuroSite. John Hatsopoulos Again, maybe Gabriel should say what was the operating loss of American DG US without EuroSite, because it was a very small amount. Gabriel Parmese Yes, hang on, give me one second. For the quarter, right? Ben Locke Yes and while Gabriel is looking that up, Walter, I mean a part and parcel of this plan is also looking at our expenses. Gabriel Parmese 149,572 – 149,000, this is a bogey [ph] that we have to reach for North American. Ben Locke And I think that’s very achievable. Operator Our next question comes from Ralph Wanger of RW Investments. Ralph Wanger What is the size of our sales force now and is it sufficient to handle – or we have to add more sales — Ben Locke Yes, Ralph, I can answer that for you. Our sales force consists of a couple of different elements. Of course, we have a direct sales team on staff at EuroSite and it’s a very senior salesperson and then an associate working with him. Supplementing that and in fact the way these sales work a lot of time is some of the engineers that we have end up doing – since they do a lot of interaction with the customers, they end up doing little bit of sales. But the real supplement to the sales team where we have these sales agents so that we’ve anointed, I guess, for lack of a better word, who find projects for us, help negotiate and close them, and they get a commission. So again for ADG sales team, it’s a senior person plus an associate, with some assistants from the engineering team and myself for that matter, and then a network of over dozen of sales agents helping us. Ralph Wanger And is that sufficient to bring in enough business to — Ben Locke I think it is. The problem is not getting enough leads. We get plenty of leads, our sales team is very effective with all the traditional methods of conferences and outreach and all that, and getting plenty of leads, the trick is to find those really good projects, that are going to get the margins that I am expecting. I absolutely do not want to be accepting projects and orders just for the sake of announcing we have projects and orders when in fact they’re not going to give the margins that we are going to need to be successful. So maybe much to the dismay of our sales team, being very diligent about only accepting the orders that are good. So I think our sales team is doing fine coming up with the leads and coming up with proposals, we’ve just got a much tighter filter right now to make sure that we don’t take on any poor projects. Operator Our next question comes from Roger Liddell of Clear Harbor Asset Management. Roger Liddell Good morning. I wanted to follow up just one definitional thing. We expect to be cash flow positive by 2016 was the comment [indiscernible] definition. So can we talk in terms of meeting by the exit rate of fourth quarter of ’16 or is the whole year likely based on what you can now say? Gabriel Parmese For EuroSite, we want to accomplish that by – sometime around the second or third quarter of next year. And we are hoping for the fourth quarter this year, so the timing is uncertain but rates plan of this – I think for ADG we are hoping for – we are shooting for the start of the process in the first quarter of next year, the second quarter the latest. Ben Locke The reason that timing is a little shaky, Roger, just to be totally honest with you, is once we close the project, as you know there is a construction phase, and a whole lot of separate topic is how I am looking at doing construction going forward, the ADG is trying to get that to be quicker. Once – ex the timing of the construction when they get up and running and when those revenues start coming in. So again building up the comments I made earlier, we know the projects right now that we need to close and install. We don’t have some placeholder project X or something, we know the exact projects, the exact sites that we need to install in the next months or so to get up and running to get us cash flow positive. John Hatsopoulos We are not talking about the end of 2016. Roger Liddell Second thing, there have been encouraging wins over the Tecogen site with school districts, and school systems, and I am wondering whether there is a thesis for school districts looking at the ADGE model relative to just take at the straight heads up financing of the conversion projects or the upgradings, so can you just give some discussions and texture – doesn’t have to be school districts but municipal opportunities which importantly include school districts? Ben Locke I can answer that a little bit, Roger. There are large ASCOs that come in to play for these projects and the acronym is must be the way, municipalities, university, schools and hospitals, and you will hear that acronym a lot when you look at Johnson Controls and Siemens and Honeywell’s ASCO businesses and the reason is that they have the capability and the might to really tackle those projects from the shoot to nut [ph] standpoint, window replacement, insulation, solar, wind and again CHP ends up being a part of it. So ADG really can’t compete with the Honeywell or Siemens that come in and will do an entire school system not to mention the fact that the name power of those large ASCOs basically carries the municipalities. But with that said, it is – you are exactly right that it is very encouraging that these ASCOs as Tecogen indicated are including CHP and there are efficiency measures because it’s really validating that CHP is a big contributor to all these efficiency measures. I think even though ADG, I don’t think it is going to be able to go into a school district and do K through 12 enhancements of the entire district. It does validate that we can find some sites, some projects that might be schools or might be smaller hospitals that will be willing to look at the ADG proposition for CHP. Roger Liddell And Hawaii, my understanding of the electric rates out there, it’s a tremendous opportunity, I do not know that the demand churns characteristics of Hawaii E but only two units so far and I would be surprised if there weren’t a major opportunity there, granted the support of Hawaii E business may be a gating factor, so could you touch on both of those? Ben Locke Sure. Hawaii E is really a great market opportunity, not just for American DG but obviously Tecogen. And in fact, ADG and Tecogen strategy is very well aligned here with our approach to Hawaii, which is – it’s a very dangerous proposition to go to a remote location like Hawaii and immediately start putting co-generation systems down, in fact, Hawaii went through a phase about 20 years ago where as a company dropped the bunch of co-gen units down or maybe more than 20 years ago. A company dropped a bunch of cogen units down and left, never service them, they ended up running, they ended up all getting disconnected and left a bad taste of cogen in the mouths of Hawaii Electric and lots of consumers there. It’s very important that when you go proceed with a cogen in a place like a remote place like Hawaii that you have a factory service presence there, to make sure you maintain these systems. So the way you get there and this is where ADG and Tecogen are aligned. As you start off with a product that can be managed — relatively manageable in terms of a service interval and Ilios is a perfect example. The Ilios doesn’t require a tremendous amount of service intervals. You can typically find people on the ground who know engines and know HVAC and refrigerants and things like that. And so you can outsource the maintenance of that very easily and start to build up of fleet to the point where you get to a fleet, my goal is to get to an Ilios fleet of maybe 8 or 10 units, where you can now see of having a factory service person on the ground there. Once you’ve got that factory service, now you can contemplate, in fact, the next step would be chillers, like Tecochills which have just as promising economics as cogen, where it uses your resilience, your reliance on the grids as much as cogen does. And then build up to the point where you get cogen on the ground. So for a long way of answering your question, Roger, that you are absolutely right. Hawaii is a perfect market for Ilios, for Tecochills and for cogen. We just have to be careful about how we deploy putting these systems on the ground whether Tecogen sells them or ADG does the whole issue, to make sure that we can support them. Operator Our next question comes from Michael Epstein of Northeast Securities. Michael Epstein Ben and Gabriel, I thank you, I see that we have an elevated management team that we might have had a few years ago. I guess I am looking that we hear the commitment from management that next year’s annual meeting will be at the office in Boston, so shareholders can participate and give ideas and have some interactions and meet management. Can I get that commitment from the management? John Hatsopoulos No, Michael, look, we will have our annual meeting – number one, all management is available to talk to you and every investor any time you wish. We have to do whatever is best for the long term of the company. As of right now, our plan is to do it in Boston. But we cannot give you a guarantee right now that some countries for example, two weeks ago I was in Canada with the largest producer of paper, if something develops there, we might end up doing it in Montreal but as of right now we will do it in Boston but we will not guarantee to you. Michael Epstein Next one of my question is it’s so natural for the gas utilities to give us leads so they can sell gas, we can install the unit and get a fee on how we pursue that as a source of potential clients. John Hatsopoulos We are talking to one partner who is part of the utility who has a separate division who wants to sell electricity to some of our customers, and also wants to edge our gas, and then I think we have a good fit but it’s in the lead stages right now. So we are talking to folks right that. Ben Locke In addition, we also have through Tecogen very good relationships with SoCalGas in California. They are constantly developing leads for Tecogen and if it turns into an OSU agreement, those leads right go to the ADG sales teams. So you are absolutely right, Michael, working with the gas company as – to define projects as an excellent way to go. Michael Epstein Certainly a filter for getting potential leads. I guess my next question is about this Time Square hotel, where are you just selling them and installing equipment that we sell them a long term contract to – for services, or for using gas. So we make a spread on that, or just as this – just the contraction project. Ben Locke We are doing the construction, engineering and construction management phenomenon, we don’t have a long term services but I will tell you, Michael, why we are doing this because you maybe say what the heck do you think for? It is a very high prophet hotel chains. I would say tell management copy, you wouldn’t – the name wouldn’t make any sensitive but it’s a hotel management company that has several hotels that we’d like to get OSU agreements into and a way of building confidence with this management company, we are doing this project and it’s very pretty good, it’s good margins, and it’s good use of our engineering efforts and it’s pretty good margin – it’s good margins, it’s good use of our engineering efforts and I think they are pretty hard with what we have done so far. But the real goal here is to get a relationship with this hotel management company that will eventually lead to more OSUs. Michael Epstein We have such a bit image in the close stock market, why don’t we change our name to on-site utilities, and try and get a different image possibly and reserve in split, do some investor relations PR, so people understand that the model that recovering assets of now – potentially it seems to be lost along way when the stock decline precipitously decline, we lost all our following. What is the management’s thoughts on that? John Hatsopoulos Uptil now we have tried to avoid hiring and IR team in our company.IR firms, I have found as you know, our at turbo electron as the CFO for over 45 years. And I drew the conclusion that IR did not have an IR. You need to have build employees the bob and we understand into upsurge, a lot of failures in the thermal electron, we ended up getting people like [indiscernible] who is right now running the IR electron. We have Gabriel, I am doing interviews so right now people that we will put as employees of our company to help us who they are. Now as far as the name, it’s very interesting and I am going to bring it up to the next board meeting, lot of our best investors are great, so I don’t mean to share anything bad about anybody else. It suggests that we removed the name and energy from American DG and I am going to bring it up to our board meeting for a very simple reason, he thought is that people think of us as an oil company or a gas company and the oil energy is a negative. One of our people, employees of ADG remain with Christine and we received around various interviews, Christine check and maybe ADG, without the name energy is available. When we start as a company, owned by somebody and we recoup those – that’s why we added the word energy. So we are – I am going to propose or suggest that we have a discussion with our board about removing the word energy. I am not going to tell you who suggested that to me but it’s one of the people that are on the question and answer session today. Michael Epstein Few questions. One, you have Gabriel and Ben, they seem articulated and they would actively give a very good image of the company if we use them on certain basis for investor relationships and investor relationships. Just taking the name energy out, doesn’t really transform you that much. On-site utilities is more descriptive, it’s a great image and it really tells when you’re working, what you really do, you’re putting a facility – you’re putting on equipment on their facility and savings are savings. It seems to be that we can’t seem to close deals. I haven’t heard of any real significant deals closed when your prior president was where you had like how you just proposed and how many are out for contract. We don’t seem to have that anymore. Why is that? Ben Locke Again, Michael, this is Ben. My overall team in turning the company around is to demonstrate performance, demonstrate the fast units margins that we expect to make demonstrates that the model work, and only then start replicating that accepting new projects. As I mentioned before, I can close 10 deals tomorrow if I wanted to. I could sign 10 OSUs tomorrow if I wanted. But I know they are not going to be really good margin, solid projects, I am holding out for the few handful of projects which as I mentioned before, I know the names, we are about to close them, and they are the ones that are going to be cash flow positive. Those are the ones that are going to have good margins and revenues and we’re going to build the business on. And I just want to mention one more thing to you that I didn’t mention earlier. EuroSite actually does have a relationship with Dong [ph] Energy in terms of natural gas, so that’s certainly a high up on the radar of Paul Hamblyn from the EuroSite side. John Hatsopoulos Mike, having said all this, on our board meeting, I have mentioned a suggestion, we have a powerful group of directors and Charles Maxwell is one of them who is our Chairman, the other one is John Rowe and so forth, so the other one is Dr. Samaras and so forth, we will have a discussion on it and he has agreed and I will give you both. Operator And our next question comes from Thomas Orr, a private investor. Unidentified Analyst My first question was kind of asked by the last caller, it had to do with the contract you announced yesterday. It wasn’t an evaluation but I was curious if you can talk about what the rough value to ADG would be of that contract if you can, can you do that or no? Ben Locke Tom, unfortunately our agreement with this hotel management chain precludes us from mentioning the actual contract value and as I said these are people who are really trying to get good gracious with. So we are abiding by their wishes. Unidentified Analyst I understand the value to doing that is, is the level of profitability to gross margin on a turnkey piece of business like this equivalent to the overall operating margins the 34%, 35% that you just saw for last quarter, is it less than that? Ben Locke Yes, I think it’s safe to say yes, it is possibly even a little bit higher. Unidentified Analyst Next question, I just want to make sure I understand on the cash flow positive scenario that you mentioned. You said you had the 10 roughly – 10 orders or potential orders identified that – so can you fill those out of existing backlog or are you incorporating into that projection of 10 prospects that you have that aren’t quite signage orders but that you believe you are going to sign those orders in the near future? Ben Locke In addition to fulfilling our backlog, these are projects that we will be signing new OSUs with that you will hopefully be hearing about soon. Those are the projects. Unidentified Analyst So they are projects that you think you are close to closing, so effectively you have those 10 identified, part backlog, part new orders. So you have to say that your visibility – I mean the time could be plus or minus a quarter two but effectively you are very highly confident then once you get those 10 in place and operating, you are cash flow positive and you think we stay cash flow positive then or more or less after that, and just build on it, is that – Ben Locke Absolutely, once we get cash flow positive, I mean these OSU agreements are going to keep going and as I mentioned earlier in the call is as some of our OSU agreements are ending, we are rebooting them, and approaching the customer and say look, the OSU agreement is over, but we could do the following work and get it going, get more savings for you. So absolutely, once we get cleared that hurdle, the revenues are going to be recurring. And I just want to mention one more thing, again these projects that I know of that we are hopefully going to be closing, as I can reiterate enough, we are spending a lot of time doing M&V making sure that they are solid, and also validating our construction estimates, making sure that we already have bids from contractors so that we absolutely know what the cost is going to be, to get these projects going and assure Gabriel here that we have enough money in the bank right now to pay for them. So we don’t need to go for more funds to get these projects going. Unidentified Analyst One last question, on the last call I believe there was some discussion about borrowing and lines of credit and some other thing, Elias mentioned on the EuroSite call, prior to this, the fact that EuroSite was possibly in a better position now to tap that market or some other financing mechanisms that were cash flow positive. Have we moved that any further along and are we closer to actually signing a letter of credit or having a credit facility formally in place going forward now? Ben Locke Well, I will start to answer the question and then I will pass it on to Gabriel or John for more color. But my initial answer to that is my goal is first to get cash flow positive because you are getting it in much better terms in any type of debt facility when you are profitable and showing money. So I am trying to avoid that right now. But once we clear that hurdle, any number of opportunities open up to us in terms of looking at credit financing. Gabriel? Gabriel Parmese That’s correct. I mean we’ve had two term offers, they weren’t good enough. Our gross margin is rising, so the risk premiums coming out of the future deals, so we want to continue to drive that initially, in the end we get the best deal. And we could get financing today but I think it’s best to wait. The other end is, we want to get really good at design, engineering and getting these things up quick and then we will make more money and we want to be able to borrow the money for the least period of time and pay the lender off quickly. So all this has got to come together, we are working on it hard, and when it comes together, these projects, the turnover will be quicker and then the profitability will come sooner. Unidentified Analyst So we are comfortable then as a company waiting say two or three or possibly four more quarters maybe into the second, even third quarter of next year before we actually – John Hatsopoulos John Hatsopoulos, we have started [ph] doing that up everybody. I am in London right now. We have just finished talking to two banks that they have approached us at very reasonable rates for loaning money – lines of credit to EuroSite of a substantial amount of money, at less than 7% interest. I can’t give you numbers because we are negotiating and talking about. So if we do that with EuroSite, it’s obvious to me that we will be able to do the same thing with American DG. But it’s amazing they are calling us rather than us calling them. That’s why I am in London right now. Unidentified Analyst Look, to me I see significant operational improvements, stronger management, much more cogen indication, might be this concern, it isn’t just always liquidity, do we have to go back and borrow, I just want to make sure, so we are comfortable then John, you feel we have more than ample cash now to carry us forward, what, over the next year before we have to borrow any money or easily a year, six quarters? John Hatsopoulos First, let me tell you, that EuroSite as you know I loaned them some money at a very low – the only interest they pay me is what I pay the IRS. And we should get over the next – before the end of the year a line of credit which is better than money because line of credit you don’t pay interest, if we use the money, for EuroSite and I can tell you that we have enough money till the end of next year for a very simple reason, if Ben gets most of the jobs that he has, then we will need some money but by then if we can get it in for EuroSite, we should be able to get from the same banks, which also have branches in the United States, same or better terms and it pushed them to some, I am there too. So and as you know, raising money has not been a problem, we just raised $5 million for Tecogen with no bank, I did it myself, I am bragging, and I apologize, we gave no warrants, and it’s a group, it’s a family group that I know that they were willing to give us more, and we only took $5 million for Tecogen. That is public information. So I am not giving you any inside information. I am here in Europe with the same family member that gave us the $5 million because they are also very intrigued with everything else we are doing. End of Q&A Operator And this concludes our question and answer session. I would like to turn the call back over to management for closing remarks. Ben Locke Well, this is Ben Locke again. Thank you all again for joining us for the call. As always, as John indicated, we are happy to answer any more questions if you want to reach out to myself, or John or Gabriel for that matter. Thank you again. Operator The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.

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.

UIL Holdings’ (UIL) CEO Jim Torgerson on Q2 2015 Results – Earnings Call Transcript

UIL Holdings Corporation (NYSE: UIL ) Q2 2015 Earnings Conference Call August 06, 2015 10:00 AM ET Executives Susan Allen – Vice President, Investor Relations Jim Torgerson – President and Chief Executive Officer Rich Nicholas – Executive Vice President and Chief Financial Officer Analysts Andy Levy – Avon Capital Caroline Bone – Deutsche Bank Eric Guo – Gabelli & Company Andrew Weisel – Macquarie Capital Paul Patterson – Glenrock Associates Andy Levy – Avon Capital Operator Good morning. My name is Bobby Jane. I will be your conference operator for today’s call. At this time, I would like to welcome everyone to the UIL Holdings Second Quarter 2015 Earnings Conference 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 Susan Allen. Susan Allen Thank you, Bobby Jane and good morning everyone. Thank you for joining us to discuss UIL Holdings second quarter 2015 earnings results. I’m Susan Allen, Vice President of Investor Relations. Participating on the call is Jim Torgerson, UIL’s President, Chief Executive Officer and Rich Nicholas, UIL’s Executive Vice President and Chief Financial Officer. If you do not have a copy of our press release or presentation for today’s call, they are on our website at www.uil.com. During today’s call, we will make various forward-looking statements within the meaning of the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Significant factors that could cause results to differ from those anticipated are described in our earnings release and filings with the SEC. With that said, I’ll turn the call over to Jim Torgerson. Jim Torgerson Thanks Susan. Good morning everybody. Second quarter turned out to be pretty good for us as we have seen from our earnings release, the net income was 15.8 million or $0.28 per diluted share that was compared to the 9.3 or $0.16 diluted share in ’14. Year-to-date, for the first six months, we had net income of 73.4 million, which was $1.28 per diluted share and that was compare to the 64.8 million or $1.13 a share in the first half of ’14. There were a number of one-time or non-recurring items during both 2015 and 2014 merger-related expenses with our pending merger with you Iberdrola had an impact and slight impact in the first– in the quarter, but mainly more year-to-date. And then again in 2014, we have the now terminated proposed acquisition of the Philadelphia Gas Works, which have which had an impact in 2014. We also recognize the reserves related to the transmission, return equity related to the proceedings at FERC and we had booked some charges mainly in the first quarter of 2015, but also found in the 2014 and there was a minor adjustment in this most recent quarter. We also had which is not shown as a non-recurring item and we did have an IRS tax audit adjustments negative about $0.02 a share which Rich will explain, but with all that said after these non-recurring items, not including the tax adjustment, the quarter was actually up $0.03 or about 12% and year-to-date for the first six months were $0.05 a share about 4%. Turning to page six, I’m going to talk about the Iberdrola, USA and UIL merger here are the some of the timelines and what’s been happening. We received a Hart-Scott-Rodino process that was completed, pretty quickly after we filed back in the end of March and on that one. The Federal Communications Commission, we got approval there. FERC approved in early part of June. The Committee on Foreign Investments, the review was completed and early on, so those have all been completed. Connecticut Public Utility Regulatory Authority has aimed you all aware in their draft final order graph decision, denied the request. And so we actually hold the request and terminated that proceeding and then filed a new application on July 31. Now, that is still subjected to the 120-day time frame in order for the PURA to give us a decision. So we would expect a decision in late November. Massachusetts DPU, we filed in the end of March, the DPU really it’s kind of I say suspended the filing that we will be making supplemental testimony that will be filed very shortly that will reflect what we filed in Connecticut, but really on our prorated basis more or less with what we have in Connecticut, reflecting the size of our assets of Berkshire Gas, which is about 5% of total in Massachusetts. We also filed our EBITDA filed the S4 and then our preliminary proxy which is a combined document on July 17. We are waiting comments from the SEC on that pulmonary filing– pulmonary proxy. Once we get through the SEC filings and everything is approved and we can schedule the shareholder vote. I want to go over a few things about this but the new application entailed and some of it in the commitments we made. The start, we have a rate credit. We will be providing the customers that would be $20 million and we are putting three options for the surbs decide on because we didn’t get feedback of their living for long-term benefit. So one of the options is closure, just provider rate credit upfront for customers, second one was to do it all ten years which nominally would be $26 million but the present value is $20 million and also a third option which would be to mimic what would be a reduction in rates something they’ve talked about, amortize that over like a 30 year timeframe. It still comes back to a net present value of $19 million to $20 million. But the rate credit would be like $1.5 million a year over the 30-year time frame. Further value is still the same, but it allows for a little longer term look at and benefits that could be provided to customers. We also put in for suggested distribution base rate freeze be till January 1, 2018 and will be to go into effect for the two gas companies in Connecticut, Southern Connecticut Gas and Connecticut Natural Gas. And for United Illuminating, our electric distribution business, new rates couldn’t go into effect until January 1, 2017. We would make a contribution to the clean energy fund, that would be $2 million a year for over three years of $6 million, and then a contribution to disaster relief of $1 dollar. And we left that up to appear to decide what the entity or agency that could go to, but we did make some suggestions. We also would accelerate our investment in electric distribution system resiliency, and the plan there was to provide [indiscernible] within six months of our closing the transaction. The opportunities we have for investments in realized and resiliency, and these things such as rising of our [indiscernible] period on to flooding and walls are to again prevent flooding, also some things with microgrids, and some cabling that we could replace to help resiliency. What we would contemplate is the first $15 million of this distribution investments, we would not get the equity return on until the projects are complete, which is expected to be around 2019, and then the subsequent rate case would pick that up. In the meantime, we would request to get the debt recovery and the depreciation. We also suggested that we would accelerate the cast iron and bare steel replacement program for selling Southern Connecticut Gas, doubling it from $11 million to $22 million over the three-year subsequent to the closing. And this will provide a benefit to customers by accelerating that. We would then not get that in the rates until we actually filed that rate case that would be talking about, which would not have rates into effect until these January 1, 2018. Those would provide benefits just because of the present value of not recovering from the cost immediately of about $7 million to customers. Then we’re negotiating a consent order with DEEP to remediate English Station. Our English Station is a plant that we sold back in 2000. It’s in New Haven, and there are PCBs at the site or negotiating with DEEP on the consent order, and the Attorney General, the estimates from DEEP as far as the clean-up costs is about $30 million, we would then undertake that. But again, that’s subject to negotiating our consent order. We also agreed to maintain our high levels of safety and reliability, but also improved customer service metrics now for the customer service metrics. Those would be for the average speed of answer abandon calls and appointments captain the agreement would be that we’ve been approved by 5% over the next three years. Also then we wouldn’t want to maintain the safety leak response in the third party damage leak response third party obviously for gas, it’s the high level that we have today and maintain those levels. From a local management commitment and if you read the PURAs draft decision they want to make sure that there was going to be a focus on local management. We would appoint an individual as President of the Connecticut operations who would come from the existing management team of UIL or one of the UIL utilities and then that individual would be headquartered in Connecticut and at the UIL companies would be head quartered there for at least seven years. We said we would not change the day-to-day management operations of any of the Utilities in Connecticut and there we would had no involuntary terminations of employees except obviously for cause of performance for at least three years following closing. We also said we would hire 150 employees or contractors over three years in Connecticut. This will allow us to do a lot of projects that we have on our plate to begin with mainly transmission project that we’re going to need contractors for and we can fill some our existing positions and looking at those attrition occurs. So the 150 employees are contractors we think it’s good for the stay. Ring-fencing protections that we would implement mainly to of provisions to avoid bankruptcy or adverse conditions that could occur in any of the affiliates, other than the UIL companies that would have — could have an impact on the UIL Utilities and this would involve the creation of a special purpose entity with at least one independent director and implementation of an independent, non-economic interest and the special purpose entity they call it Golden Share. What it really allows is that that individual holding that share would have what amount to be if there was going to be a voluntary bankruptcy of any of the UIL Utilities. And then we also would committed to maintain separate corporate existence and the provision against forming with the funds and some dividend restrictions in the event that any of the utility of drop below investment grade which we don’t anticipate. So as you can see we’ve put forth a lot to the peer of and at big proportionate when we do actually filed within it’s our supplement to make sure that we’re addressing all of the concerns that they raised in the draft decision, which again was pulled. Now, moving on to things that are going on with the UIL, as many of you know, we did acquire 2.5% equity interest in the Kinder Morgan proposed Northeast Energy Direct gas pipeline project. This really commits us to an initial capital investment of up to 80 million and again, it depends on the final pipeline configuration and design. It also committed UIL to taking 70,000 dekatherms a day, which actually, we could reduce that under certain circumstances as others come in and want the capacity on the pipeline and we can release that directly to them and reduce our commitment. We also have an option to acquire an additional up to 12.5% of equity under some limited circumstances and the limited circumstances really relates, if we can’t reduce that 70,000 dekatherms by the time the pipeline goes into operation or even later than that, a couple years after that. Then also, if the electric distribution companies, there is a project that they would get capacity on the pipeline, which then they could release to electric generation projects that you’ve heard about the Nesco proposal that was done. These are things that are going on in New England, mainly in Massachusetts and Connecticut and Rhode Island. But as these projects can come on, we’re — the electric distribution companies get capacity, we can then increase our equity interest in the pipeline as the pipeline within the more capacity to serve these needs. The project, obviously, is going to supply the needs to growing residential, commercial and industrial demand for gas, but also for— it could be a very reliable supplier fuel for the power generation, and this would be again probably under that EDC proposal. And it does provide direct access to the Marcellus and the [Utica] shale. The pipeline will extend about 180 miles, which will be new pipeline from New York through Massachusetts and then into New Hampshire. They will be making a filing with FERC at some point and Kinder Morgan can probably give you a little more details on when that will be, but we understand it should be in late fall or maybe even at the fourth quarter of this year. And then commercial operation is expected by the fourth quarter of 2018. Getting to our gas heating customer additions [indiscernible] we had just under 3,900 through the end of June. We believe we’re still on track and to meet the 12,000, we said we’d get this year. Current home heating prices obviously lower than what they had been and the margin that we customers can get as it has often quite a bit but natural gas is still more cost effective and has more benefits, so we are still seeing a number of conversions and we are confident that we’ll have the 12,000 for the year. Turning to page 11 the transmission ROE proceeding is a lot on this chart. Basically you know that comments— the complaints have been ongoing. We have the three complaint periods with different time frames for a refund periods. We’ve been through this before, but basically the 10.57 base ROE is still being challenged in the subsequent complaints and the timing right now is the hearings were held, the end of June and early July. The Administrative Law Judge decision is expected by the end of 2015 so the FERC decision isn’t expected till end of 2016. The one point here in mid-July, the New England transmission are actually filed a petition with the U.S. Court of Appeals for review of the second and third complaint, challenging their first decisions allow hearings on the merits of the second and third compliance. So that will go along with the petition we had to challenge the first complaint. But there was lot of legal activity going on with ROE for FERC. I will turn it over to Rich Nicholas is going to run through the financial results. Rich Nicholas Thank you, Jim and good morning everyone, Thanks for joining us today. On slide 12, we have the tabular results by business segment break out the non-recurring merger and all we reserve it. Jim mentioned earlier and beginning on slide 13 then is the narrative that goes through the various business segments. So looking at Slide 13 and focusing first on the electric distribution, second quarter ’15 earnings kept as compared to the second quarter ’14, it were down about $700,000, but that does include the $1.1 million charge from the IRS audit. By the audit did cover four years from 2009 to 2012, it was a routine audit and those periods are now close and resolved, but it was a of a $0.02 charge in the second quarter as a result from looking year-to-date. Again on electric distribution, a decrease from $25.2 million in ’14 to $21.8 million in 2015 again, which includes the $1.1 million charge from the IRS audit. But higher employee-related expenses depreciation and amortization as a rate base grows and some other operating taxes for things like property taxes, it was offset in part by a rate increase that took place in August of last year was the second year of a two year rate plan for UIL and we so do see some benefit from that. GenConn was up slightly quarter-over-quarter primarily due to billing adjustment, so up above 400,000 quarter-over-quarter. The 12 months rolling at distribution return on equity came in at 9.09% and that compares to our allowed of 9.15%. Turning to the electric transmission segment, earnings there were down as well, both in the quarter and year-to-date. We did recorded additional reserves in the first quarter of this year. To reflect the order run we are hearing from FERC in the first complaint, clarified that the ROE cap was at the project level not at the company level. So on slide 14, you can see the results with or without the reserve adjustments that have been made that’s been the primary driver both in the quarter and year-to-date. Both the reserve and lower ROE now going forward, the 10.57% that came out of the first complete order. Overall excluding the reserves to transmission ROE came in at 11.35% and if you were to include the reserves into 10.98%. Now looking at our gas distribution business, earnings for the quarter $1.4 million compared to a loss of $2.2 million last year and the increase in earnings is primarily due to and we’ve seen lower uncollectible expenses slightly lower corporate charges last year. We had recorded earnings sharing at CNG and we’re not in that position at this point this year. It was offset somewhat by higher O&M expense in the second quarter that we saw, we benefited on the revenue side from the cold weather but as the ground began to thaw and [indiscernible] begin to move we did have additional O&M expense to address leaks in the second quarter and that cost was about to $0.025 a share for the higher O&M. Moving to slide 15, year-to-date for gas distribution increased in earnings certainly benefited by the cold weather in the first quarter. Year-to-date we are almost 13% colder than normal, and almost 3% colder than last year, it was warmer in the second quarter of this year compared to last year, but not big heating degree day loans in the second quarter. So it was actually 16% warmer than normal, didn’t feel like it, but that was the actual data. So the impact of weather, normalized use per customer, customer growth, you can see we’re still benefiting significantly from our customer growth almost $1 million in margin quarter-over-quarter, $3 million year-over-year. Normalized use per customer is pretty stable, actually, a positive 200,000 in the quarter. And you’ll note, particularly on the year-to-date column, there the decoupling adjustment for C&G only with the cold weather in the first quarter, we do have a liability for a refund to customers resulting from that. So the results of all of that on slide 16. Our 12-month average return on equities at the gas companies, Southern Connecticut gas are about 97% to 98% as compared to the allowed 936, and at C&G 945 to 965 as compared to the allowed 918. On a weather adjusted basis, there is no weather adjustment at C&G since we have decoupling, but SCG, as you can see 8.86 to 9.06. The corporate segment where we retained certain corporate costs for interest on Holding company debt, as well as the merger related charges, both from Philadelphia, last year, and for Iberdrola this year are included in the corporate segment. If you were to exclude those merger related expenses, the quarter was essentially flat year-over-year, and year-to-date, we’re actually have $0.03 less of a loss at corporate, primarily due to increased returns on share to capitalize that are held at the Holding company for the benefit of all those subsidiaries. As we look forward now, to the rest of the year, on Slide 17, our earnings guidance, we did reduce the top end of the guidance by $0.05, effectively, reducing the midpoint then by 2.5, primarily result from the higher [indiscernible] then was expected as the gas companies, resulting from the leak repairs due to the cold weather in the first quarter. So if you exclude the non-recurring items, our current guidance is $2.30 to $2.45. And that compares to previously it was 2.30 to 2.50. We did reduce the gas guidance by $0.03 on the upper end. So that it’s now $0.95 to $1.02 versus previously it was $0.95 to $1.05. So with that, I will now hand it back to our operator Bobby Jane for the question-and-answer session. Question-and-Answer Session Operator Thank you very much, sir. [Operator Instructions] We do have one question coming to queue from Andy Levy, Avon Capital. Your line is live. Andy Levy Just a quick question on the merger on the S4, I noticed that you gave 16 guidance and you also gave 2019, I believe our record growth rate out to 19 but I remember if I’m not mistaken that on the original announcement of the merger, you also have 17 guidance as well, but I want to make sure that your reaffirming 17 as well as we did 16 on S4? Jim Torgerson Yes, there’s been no change there. Andy Levy Okay. So it’s 17 is still at 2.59-2.75? Jim Torgerson I don’t have the document from me, but there’s been no change. Andy Levy Okay and then why that was left out of the S4? Jim Torgerson We provided the information that demonstrates the growth rate through the planning period. Andy Levy Okay, thank you and then the other question I had was, just on the makeup of the Board, under the new company. How will that be? Jim Torgerson The event through USA Board there will be two people from the current UIL Board going onto that Board along with me as of CEO and they will retain the people that are there today on the EBITDA USA Board. Andy Levy Was there any change in that when you made your filing, your revised filing in Connecticut is up to same? Jim Torgerson That’s what still it had assets in the agreement. That’s still the same. Andy Levy Okay, got it. Thank you very much. Jim Torgerson Yes, the work Board is the one where we’re going to add one Connecticut person, that’s not the EBITDA US Board though. Andy Levy Okay, I understand. Thank you very much sir. Operator Okay and then our next question comes from line of Caroline Bone, Deutsche Bank. Your line is live. Caroline Bone It’s Deutsche bank but thank you. So I guess I’m wondering if you could talk to bit more about what makes you so confident that you’ll hit that 12,000 customer gas conversion target for the full year. It just seems like you guys are tracking pretty well behind right now. Jim Torgerson Yes, we were looks like July was doing a little bit— quite a bit better. We didn’t release that number yet, but it’s looking better. So think what if we have then we’re having a good enough number of leads going on and a lot of interest in the commercial and industrial, mainly commercial not that not much industrial. Commercial aspects then the main expansions we’ve been doing are moving into other towns that actually we hadn’t even served before like Essex and couple others that [would be] doing some extensive pipeline expansions main expansions that are going to pick up some new customers [indiscernible] one of them. These are all small towns. But we’re hitting some major loads that we can then pick up and pick up some more customers along the way. Mostly commercial, so we’re pretty confident about the 12,000 I mean it’s going to be high, but because of the prices heating on it but our folks seemed very confident right now and I do too. So we had a much better month in July and now we’re getting to the point in the season where people will be looking to convert when they start thinking about their heating for the next winter. Caroline Bone So didn’t have anything to do with that I guess guidance reduction at gas? Jim Torgerson No, the guidance reduction of gas was as Rick said we had to do some maintenance as a result, of the very cold winter. And things spot out we had a bunch, number of gas leaks obviously you have to fixed right away. And that was the charge the other part of the reduction in the guidance was not for gas, but was just really when we look at the $0.02 we had from the federal income tax adjustments. So the other two items. Caroline Bone And I guess just selling gas. I mean I know that utilities in New York City are seeing an uptick in volume of units, people reporting potential gas leak system just in the wake of the Harlem explosion, a year ago and the most recent East village incident and I’m just wondering if you guys are seeing similar trend in your territory? Jim Torgerson We’re not hearing of any more people reporting gas leaks. Obviously, we jump on those as soon as we hear or people call and say that they can smell gas, so that we send people out immediately and we are pretty happy with our results for that we get out there, 98% of the time. We’re there within. You know the minute’s requirement at least 45 minutes in the state. And so we get on that pretty quickly and then we fix all the Class 1 leaks those the ones we have to fix immediately and the Class 2 lakes were getting on those pretty quickly in out too. So we’re not hearing more people calling about it that not than more usual. Caroline Bone Okay that’s good to hear. And then just a minor one on the DC Circuit Court, with regards that they appeal there on the ROE case, when do you guys expect them to rule on that? Jim Torgerson Caroline, I really don’t know. Caroline Bone Okay. Jim Torgerson I wish I did. It still be a while. Caroline Bone Okay. All right, just curious. Well, thanks very much. Jim Torgerson Sure. Operator Our next question comes from the line of Eric Guo at Gabelli & Company. Go ahead. Eric Guo Hi guys, thanks for taking my call. Jim Torgerson Sure. Eric Guo Just trying to get a better idea of the decision process, regarding NED pipeline investment, was this made exclusively at the UIL level or was this decision made with some input from the [indiscernible] guys? Jim Torgerson Well, based on our merger agreement, we — if we’re going to do something that’s outside of what we gave them, the budget, our capital spending plan, we have to get their consent, which we did so we’ve talked to them about it. After our Board then agreed that it made sense, so we did as if we have the consent, but it wasn’t really done not so in concert with them, because as we can’t, I mean, we believe at the [indiscernible] circumstance for making investments that would be significant. Eric Guo Got you. Okay, thanks. And just a second quick question on, did you guys provide — Can you provide some color regarding the earnings sensitivity related to conversions and how much in incremental 100 conversions with [will metered] for earnings are, something along those lines? Rich Nicholas Unfortunately, the quick answer is, it depends, because of the way the regulators have implemented the comprehensive energy strategy. We actually earn our return on rate base on the conversion, so it depends, if you’re on main or off main, how much capital is invested prior to that, we did say on average $250 to $300 of net income per conversion. But again, it’s a broad average and it depends, in particular, how far the main extension has to be. Eric Guo Okay, got you. Thanks. Operator And our next question comes from the line of Paul Patterson, Glenrock Associates. Your line is live. Paul Patterson your line is live. I’m going to the next question. Next question comes from Andrew Weisel, Macquarie Capital. Your line is live. Andrew Weisel Jim, on this Connecticut application, first is the S4 is it fair for me to assume that the numbers in the S4 for future income reflect all of these concessions that you’ve made in the Connecticut application? Jim Torgerson Not really, because what will probably happened as many other concessions are the things that occur, some of them get booked in 2015. Assuming we get the approval before the end of the year and actually before even close. And some of them will be right at year-end. So I would expect that a lot of those will get booked and shouldn’t have a big impact on the future and if you look at even the stuff. Let’s say they do the credit over the 10 or 30 years. As long as we can estimate it and we know exactly what is going to be and we can book it right up front, which is where we want to do. Some of the other things really get to be smaller items that it just — we’re not really loses anything long-term like other than the contribution of book those right away too. So I don’t think you’ll see much impact on the financials under. Rich do want to? Rich Nicholas Fine, under the accounting guidelines, once it’s profitable and estimatable than we’ll book in our crew if you will, and immediately and even if things in great credit by years and we’ll just pump those up against the reserve as we go forward. Andrew Weisel Okay, that’s very helpful. And then in the S4, those net income number you gave, do that essentially reflects earning you’re allowed ROE for all of those years, have quick think better inverse allowed ROEs? Rich Nicholas We haven’t put some of those specific type of assumptions out there. But those are planning forecast of today. Andrew Weisel Okay, fair enough. Next is another question on the Northeast Energy Direct. Could you elaborate a bit more detail the option to acquire additional equity maybe just dig a little deeper into the circumstances and the timing of when we might know more about that? Rich Nicholas Yes. A lot of this is under our agreement with Kinder Morgan but in broad terms, the one area where yet— for example, because we are taking on an obligation for another 70,000 Dekatherms a day to the extent that doesn’t get really say we can’t. No one else signs off on the Kinder Morgan pipeline and it remains at its current level. Then we would have the ability, once the pipeline into operational to increase our equity percentage should our option, because we couldn’t release the 70,000 to any insure people who want to have capacity that’s one; another areas with the assuming is an EDC process for the electric distribution companies, then take on capacity which are allowed the pipeline to expand then in certain states in Connecticut, I think just about every states expect one we would then have the ability, electric distribution companies take on capacity to gain additional equity interest. Now we have to pay for two but that we’ve could have increased our equity interest based on how much is added in the New England state as a result of that and its there is formulas for each state as to what percentage we can add— of people of— that take on additional capacity. So it’s all formula driven and I don’t think much of that’s has been release on just going to— that’s how it works though. Rich Nicholas Andrew we are just to be fact of re-correct. The forecast are as of the date the [indiscernible] was filed July 17. Andrew Weisel Okay, thank you both for those points there. Then just one last one the increase in O&M at gas due to cold winter is there or would it be fair to think of that as pulling forward future expenses. In other words we might this help next year’s O&M or these kind of incremental cost and in next year’s O&M budget would be unlikely to change? Jim Torgerson Right, but you can view that more is incremental cost. Andrew Weisel Okay, thank you very much. Jim Torgerson Might want to say kind of one-time or two. Operator And your next question comes from Paul Patterson, Glenrock Associates. Your line is live. Paul Patterson Can you hear me? Jim Torgerson Yes. We can hear you Paul. Paul Patterson Okay I don’t what happened last time. But anyway, just really quickly and I apologize for this but kind of got slightly distracted when you guys were talking about the settlement process. You mentioned the England station or English station. And I’m just wondering so just to clarify, are you guys in the global settlement discussion right now with the parties in Connecticut and English stations part of that? If you just, if you could, if you don’t mind elaborate a little bit more on that again? Jim Torgerson It’s not really a global settlement discussion. It was, we were having discussions with the, as we said in the application with the Attorney General Department of Energy, Environment Protection in the governor’s office as to looking at things, we could do the application and English station was one area where the city and the state would like to have cleaned up. [indiscernible] we have owned in 15 years and so [indiscernible] said we’ll look at working to get a consent order that would allow the cleanup of that facility and that we were looking at a number of the deep and put out to say that it was that the cleanup was expected, about 30 million that’s really where it went. And then really right now, there are no— we’re not talking about a settlement this point. That was a discussion that we had with the parties before we made the application filing and its really getting some of theirs to what would help gets processed using and get an application that’s hopefully PURA can accept— will accept and [indiscernible]. Paul Patterson And just to sort of understand the new application procedure, you guys have major filing, do we go through the same again or could it be abbreviated, that you can enter into a settlement negotiations, if that’s what you guys intend to do. Sooner than how the normal course of– in other words, there’s a lot of ground you guys have already covered. I would assume that perhaps. And perhaps, inaccurately assumed that maybe you guys could did act faster in terms of working with the other parties in the Connecticut case. This is– how should we think about that? Jim Torgerson Right now, I would assume that it will take the full 120 days that the peer has not decided the case. I think right now, there is no anticipation that it would be accelerated, would hope it would be, because we found a lot of ground already, but– and those parties– and those who have to– they have the right to exercise those and do their investigation and ask questions, and follow their briefs and get their interrogatories in, so I would expect that particularly, the OCC and the consumer council is going to want to go through all that. Paul Patterson Okay, but it means, so I guess, a settlement process if that were to take place, when might that happen? Jim Torgerson Yes, I guess the parties wanted to discuss settlement, and that could happen anytime, but I think in the past, what we’ve seen from the consumer councils, they want to go to all the hearing process and then do their briefs and then talk about it. So it’s not going to– short it, if the units that were to occur, I don’t think it would shorten things very much. [indiscernible] history, Paul. Paul Patterson Well, I appreciate the clarity. Like I said, that’s why I asked the question [indiscernible I was assuming too much that they might — that maybe some of the previous work that’s been done so far might somehow be helpful in making a little bit quicker, but apparently, I’m wrong. Jim Torgerson It might, but I don’t expect that the — even if it’s shortens it, you may be talk in a week or so. So I don’t think, we could count on anything less than 120 days right now. But it will still allow us to have it done before the end of the year. Paul Patterson I got you. And then the supplemental testimony in Massachusetts, that’s going to be filed against relatively soon, and then, after that we’ll get — how much, how long should we expect for interveners respond to them? Jim Torgerson They haven’t put off its full schedule or revised schedule, and so then, really the intervening party is the Attorney General. And there may be a couple of others, but those truly the Attorney but in general in Massachusetts as you know, I would expect that they’ve already given us interrogatories will probably give us more on our supplemental filings. So then the hearing schedule will hearing we were supposed to have hearings this month now is that we pushed off because we are following the supplement. I would guess it’s probably going to be September, October, hopefully we can get an answer shortly after — practically speaking there at all see what happens in Connecticut. And so I would expect to be shortly after that. Paul Patterson Thanks so much. Appreciate the clarity Operator Our next question comes from the line of Andy Levy, Avon Capital. Your line is live. Andy Levy The some fact S4 page 93 of the S4 talks about in preparing the EBITDA U.S.A projections considered by UIL’s management modified the financial forecast by the EBITDA USA management and new kind of know what it does that’s based on like weighted adjustments certain forecast. Could you just describe more the methodology that we use and how that played into coming up with the CapEx numbers that you put out there, particularly main. Jim Torgerson Sure, Andy, this is Rich. Getting forecast on before the long time, food grade agrees of uncertainty that are rounded and so working with our financial advisors. We did make some adjustments to what we thought would be good view of what the future looks like. Andy Levy Okay and have no one have asked about this before but has any of the — I guess it’s really a question for EBITDA, I’m not going to ask you but I guess or just on what’s been identified up with name that’s really question for EBITDA. Jim Torgerson I think that you probably right about that. Andy Levy Thank you. Operator And that was the last question in queue [Operator Instructions]. At this time, there is no further question in queue. Jim Torgerson Okay, well thank you all for participating today. If you do have further questions, please don’t hesitate to contact our Investor Relations people [indiscernible] and thank you all for participating today and have a great day. Good Bye. Operator And this concludes our afternoon teleconference. You may disconnect your line.