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Innergex Renewable Energy’s (INGXF) CEO Michel Letellier on Q3 2015 Results – Earnings Call Transcript

Executives Marie-Josée Privyk – Director, Communications and Sustainable Development Michel Letellier – President and Chief Executive Officer Jean Perron – Chief Financial Officer Analysts Rupert Merer – National Bank Financial Sean Steuart – TD Securities Nelson Ng – RBC Capital Markets Ben Pham – BMO Capital Markets Jeremy Rosenfield – Industrial Alliance Securities Innergex Renewable Energy Inc. ( OTC:INGXF ) Q3 2015 Earnings Conference Call November 10, 2015 4:00 PM ET Operator Good day, ladies and gentlemen. Thank you for standing by. Welcome to Innergex Renewable Energy’s Conference Call for the Third Quarter 2015 Results. [Foreign Language] [Operator Instructions] I would like to remind everyone that this conference call is being recorded today, Tuesday, November 10, 2015 at 4 p.m. Eastern Time. I will now turn the conference over to Marie-Josée Privyk, Director, Communications and Sustainable Development. Please go ahead. Marie-Josée Privyk Thank you. [Foreign Language] Good afternoon, ladies and gentlemen. I am here today with Mr. Michel Letellier, President and CEO of Innergex and Mr. Jean Perron, Chief Financial Officer. Please note that the presentations will be in English. However, you are welcomed to address your questions either in French or English. [Foreign Language] I would also like to point out that journalists are invited to call us afterwards if they wish to address any questions. In a minute, Mr. Perron will provide some details on our financial results for the third quarter ended September 30, 2015. Mr. Letellier will then provide an overview of our operating activities and outlook and we will then open the Q&A session. The financial statements and the MD&A have been filed on SEDAR and are readily accessible via the Internet. You may also access the press release, financial statements and the MD&A on the Innergex website in the Investors action. During this presentation, we will refer to financial measures such as adjusted EBITDA, free cash flow and payout ratio that are not recognized measures according to IFRS as they do not have a standardized meaning. Please be advised that this conference call will contain forward-looking information that reflects the corporation’s expectations with respect to future results or developments. For explanations concerning the principal assumptions used by the corporation to derive this forward-looking information and the principal risks and uncertainties that could cause actual results to differ materially from those anticipated, I invite you to consult the first pages of the company’s MD&A as well as its Annual Information Form. I now turn the conference to Mr. Perron. Jean Perron Thank you, Marie-Josée. Good afternoon. The quarterly results for Q3 2015 show production of 91% of the long-term average due mainly to below average water flows at the six 50% owned facilities of the Harrison Hydro entered partnership in British Columbia. Production for the first nine months stands at 99% of long-term average. Revenues for the quarter were $3.7 million lower than in 2014 due to the BC facilities. Revenues for the nine months were $17 million higher than last year. The increase is due to higher water flows in Québec and BC, higher wind regimes and to the acquisition of SM-1 in June 2014. Adjusted EBITDA was $3.2 million lower compared to Q3 2014. Adjusted EBITDA for year-to-date was $14.1 million higher than in 2014. The increase is mainly due to the higher production since the beginning of the year. Finance cost for the quarter were similar to Q3 2014 while since the beginning of the year, they are down $2.8 million compared to last year due to the lower inflation compensation interest. During the quarter, the $27 million loss was realized on derivatives financial instruments resulting from the settlement of the MU bond forwards contracts upon closing of $311 million financing of the project. Similar loss were incurred in the previous quarters for the Big Silver, Boulder Creek and Upper Lillooet River bond forwards upon closing the financing of the projects. The realized losses are a result of the decrease in benchmark interest rates between the date the bond forwards were entered into in late 2013 and the settlement dates. It will be compensated by lower restricted fixed interest rates ranging from 2.41% to 4.76% for up to 40 years term loans compared to higher interest rates set at the time of the hedges. These losses were funded with proceeds from the project financings and do not impact the free cash flows. The corporation recognized unrealized gains on derivative financial instruments of $24 million due mainly to the reversal of the unrealized loss accrued upon settlement of bond forward contract of MU. Together with the settlement of the Big Silver, Boulder Creek and Upper Lillooet River, bond forwards in previous quarters resulted in a $79 million unrealized gain since the beginning of the year. The $311 million MU financing was closed in September and was the last one for all of our projects on the construction. In March of this year, we closed the Boulder Creek and Upper Lillooet River $491 million financings and in June, we closed the Big Silver $197 million financing. In August, we issued a new convertible debenture for $100 million bearing interest rate of 4.25%. We used $42 million of the proceeds to repurchase the former convertible debenture bearing an interest rate of 5.75% while $38 million of debenture was converted into 3.7 million common shares. As a result, a total of $1.1 billion of financing was completed since the beginning of the year. We do not need any additional liquidity to complete the construction of our firefight projects. An amount of $160 million remains unused and available on our revolving corporate credit margin of $425 million. We also bought back 700,000 shares as of September 30 and an additional number of 460,000 since then. Overall, the slightly below average quarter combined with a very strong first quarter allowed us to basically be on target since the beginning of the year. As a result and combined with a very good fourth quarter in 2014, our trailing 12 months free cash flow ending on September 30 reached $84 million compared to $51 million for the same period last year and our payout ratio improved to 74% from 113%. Since the beginning of Q4 2014, our production has been somewhat below the long-term average, mainly at our hydroelectric facility in Québec. We remain confident in our ability to reach our long-term average production figures year-over-year. This concludes my review the results. I would be happy to answer your questions later on during the call and I will now turn it back to Michel. Michel Letellier Good afternoon. Thank you, Jean. So, as you learn we have been busy doing our project finance, but we are also quite busy in continuing the construction activities. Very glad to report as of yesterday, we released a press release that Tretheway Creek in BC has been commissioned in the date of the October 27, which we were just waiting for the BC Hydro confirmation and they did that last Friday, so quite happy and also very happy to report that we managed to build it on time and this time under budget. We are basically $7 million under budget. So, that’s about 6%. So, very glad, and I am very proud of the team that managed to do that in BC. On the – still in BC, Upper Lillooet and Boulder, as you remember, we have had the fire this summer. So, we have been quite busy restarting the construction in September. We are engaging with the insurance company to make sure that we are covered for the losses, both material and also some possible delay. So, we are still working the schedule to catch up the loss of time that we had experienced this summer. We wrote in the MD&A that we may slip a few months. Upper Lillooet and Boulder were supposed to be put in COD late in the fourth quarter of next year. So, we may slip a few months either on Upper or Boulder, but we are working very hard in trying to catch up. So, we don’t have a definitive date. And mind you that we are covered for the losses resulting of the fire. So, we don’t think we will have any material financial aspect for any delay. The construction has resumed and is doing fine. We are basically working hard on the tunnel. This is the tunnel or I guess the critical date to finish the projects. Powerhouse in the line, are going very well. Mechanics are being delivered. So all-in-all, the project is going very well, just the silly fire was slowing down – have slowed down the construction during the summer time. Still in BC, we have Big Silver Creek as well. We have been very active this summer in the last few months. A matter of fact, more than 90% of the civil work is done in Big Silver. Tunnel is done, penstock is done. Powerhouse is done at almost 90%. Intake bypass is done as well. All in all, we are quite in advance in terms of civil works, but we still have to receive the mechanics pieces and also finishing the transmission line during winter and spring. So Big Silver looks very good in terms of schedule and also in terms of capital costs along budget. And the project, the MU project, the – if we come back in wind in Quebec, the Gaspé Peninsula the 150 megawatt wind farm is doing very well as well. We have completed all the base, all the road and we have advanced also on the collector system. So everything we had planned to do this year has been done and the contractor will finalize some work during the next few weeks. But then, we will leave the site for the winter and we will reconvene next spring in order to start the installation of towers and blades and obviously focusing on putting the date for December next year. We have also completed the financing of MU as Jean has spoken and we are very proud of that financing. It helped and we did get a little bit better terms and quite happy with our partner on the financing of MU. If we look towards the post 2016 date, if we look into the international market, I don’t know if you have read our press release, but we are happy to report that we have had a letter of intent with the CFE, which is the federal electricity commission of Mexico. That letter of intent is very interesting in terms of future potential with CFE and trying to develop small hydro. When we say small hydro, the letter mentioned a project 200 megawatt. Again, I think that I have been saying in the past that we have an angle there in Mexico that focused on small hydro. We think it’s interesting because there is not that many player that are present in Mexico for hydro development. So hence, the letter of intent with CFE is a good proxy on what we can try to do in Mexico. Obviously, it’s still a lot of work before having any project done with CFE, but I am quite happy to have been able to sign such a letter. It shows the – I guess, the commitment towards developing hydro from CFE, which is a good thing. We are definitely looking into other possibility in Mexico. We have been traveling quite a bit. We have been meeting with quite a bit of potential partner in Mexico. So we are confident that Mexico will be a good turf for us to develop both hydro and maybe wind as well and solar, so very enthusiastic about Mexico. We are waiting also to learn from the government in the next few weeks what type of RFP there will be coming up. I think one RFP is coming very soon. So we will be watching and we will be trying to take advantage of future RFP definitely in Mexico for 2017. We have been busy also in France mainly, trying to develop contacts and future partnership with local developer. There too, I think we have been successful in meeting with a good potential, still a little bit of work to do in France for us. The market seems to be positive there for the wind development. So our focus will be mainly internationally, again Mexico and France. We are not changing our priority in terms of market. And I guess, giving the project finance that we have done and as Jean has mentioned, we don’t need more equity. We are maintaining the forecast for 2017 of $105 million worth of cash flow. I think that we feel very comfortable with our development progress and construction. It’s important to – for us to deliver those, but they are very advanced. So we feel very comfortable now to focus on the growth and being very active in terms of international development. So on that note, I will take any question. Marie-Josée Privyk Thank you, Michel. So this completes our presentation. We now invite you to ask your questions. Question-and-Answer Session Operator Thank you. Ladies and gentlemen, we will now conduct a question-and-answer session. [Operator Instructions] Your first question comes from Rupert Merer with National Bank Financial. Your line is now open. Rupert Merer Good afternoon everyone. Michel Letellier Hello Rupert. Rupert Merer Can we have a little more color on Mexico and the CFE, how many sites do you think you will analyze with them initially and how long do you think that process would take to come up with a site and if you do come up with a site or some interesting sites, how long do you think it will be before you could have some under construction or even reaching COD? Michel Letellier Well as you know, hydro development project, either in BC or in Mexico takes more time than hydro, a little bit quicker, I guess in Mexico. Development period and then permitting can take let’s say, 18 months to 3 years in Mexico. And construction depending on the complexity of the construction, if we have to make tunnels and anything between 2 years and 3 years is usually how long it takes to build. So if you had those plus a few months to study and so forth, it would be difficult to think that we would have anything in operation in less than 5 years from now. So it’s a long game, but once you have built hydro, I guess you have been for a long time. The nice thing about Mexico is that many places you can own the land. So you then own the facility for eternity. So it’s something we like to have in our portfolio, this type of project, private project versus land, rent. To answer your question how many, there is – it is not limited by I would say, the amount of good potential there. So a lot of hydro potential in Mexico, but we have to focus on project that will be competitive. Hydro, as you know is becoming a little bit more expensive or the reverse being more positive. I guess that wind is becoming more competitive and less costly. So in order to be successful in hydro, we have to be creative. We have to find good sites and also we have to find sites with some potential capacity in terms of pounding or small reservoir. So we are focusing on those. And obviously, that limits the amount of project that we can focus, but there is a lot of potential in Mexico in terms of hydro, certainly enough for us to be happy and grow. But I guess that we have to focus on a few and the perfect size for us is anywhere between 30 to 100 to 125 megawatts. Those are the sweet spot, especially if we can find a little bit of head pond or reservoir. Those would be perfect target for us. Rupert Merer And this first, this stage of the process of your LOI, where you are looking at sites, how long do you think that first stage of the process takes before you are successful in identifying a location? Michel Letellier Well, CFE has already some kind of a list of project that they would like to prioritize. They have shared with us a few watersheds that they think are of, I would say, a best interest. So, we are right now in the process of I guess studying those. It can easily take 6 to 8 months to do a good job in trying to establish priorities and do a little bit of engineering. Rupert Merer Okay, excellent. I will get back into queue. Thank you. Operator Your next question comes from Sean Steuart with TD Securities. Please go ahead. Sean Steuart Thanks. Good afternoon, everyone. Michel Letellier Hi, Sean. Sean Steuart A follow-up question on Mexico, I am wondering if you can just go into a bit more detail on the procurement framework there. I gather it will be competitive RFPs. Are you anticipating these will be hydro-specific procurements or is it more of a general renewable procurement, of which you will submit hydro projects? Maybe just a bit more detail on the procurement framework. Michel Letellier It will be quite, I would say, extensive, the type of possibilities. One will be CFE coming up with RFPs, specifically for what they could describe as clean energy and high efficient combined cycle will probably be accepted in those definition of clean energy but there will be a minimum amount of renewable energy in those call. So, we will know soon how much, but that will be meaningful what I am gathered. So, this is the first, I guess, wave. There will still be the ability for developer to make venture with big customer, local industrial that wants to secure their long-term supply of electricity. We will still be able to go and invest or co-invest or sign the collateral EPA with developers. So, that’s another possibility. And of course, there will be the wholesale market with a system, where you will have green credit attached to the renewable energy component, which is a little bit more difficult to forecast, because the rules are not completely clear yet, but those will be basically the three what is to participate in the Mexican market. Sean Steuart Okay, understood. And as recently as I think a couple of quarters ago, you had mentioned Peru as a country of potential interest. I gather that’s off the table now. Is that the correct assumption? Michel Letellier For the time being, we want to consider more Mexico and France. It doesn’t mean that we wouldn’t come back to Peru, but Peru is a smaller market, has some very good feature of having EPA with – in U.S. dollar, but – and having active small RFP going on. But what we have been doing in Mexico has been proven to so far being I would say of a better interest for the time being. Sean Steuart Okay, thanks for the detail. That’s all I have. Operator [Operator Instructions] Your next question comes from Nelson Ng with RBC Capital Markets. Please go ahead. Nelson Ng Great, thanks. Just one follow-up question on the Mexico opportunities, so can you just clarify is the Mexico potential RFP completely separate from the letter of intent with the CFE or after you identify like attractive hydro sites, would those sites get RFPed or do you have an exclusive arrangement with the CFE to kind of develop and own those assets without a competitive process? Michel Letellier Twofold. One doesn’t preclude the other meaning that CFE could, theoretically, bid its own project into an RFP or could decide to develop in – I mean in a joint venture for their own needs, because CFE will still be the prime, I guess, supplier for mainly the small industrial individual and small commercials. So, CFE will eventually need its own production as well. So, both, they can supply in – they can submit project together with us in future RFP or they can decide to develop their own project and joint venture to supply their demand for themselves in terms of utility as well, so both can be done, Nelson. Nelson Ng Okay. So, just to clarify, with this letter of intent, you are kind of working with the CFE to assess various sites and then after you determine that those sites are attractive, I guess hydro development opportunities, what you are saying is they might do it on their own or they might work with… Michel Letellier No, meaning that – no, if we work together, we can decide to either submit the project together into an RFP or that the project will be dedicated for CFE own delivery of kilowatts, because CFE has a portfolio that is basically aging and they have all diesel plant that are – will be decommissioned soon. So, they will have to replenish that as well. So, they will do it by RFP and also by own – their own supply. Nelson Ng Okay, got it. And then just moving on to France, I guess, could you just elaborate on the strategy there? I guess, given that some of the wind farms in France are pretty small like how are you going to get critical mass? And I was just thinking if you are successful on one or two wind facilities in France, they might not kind of hit your critical mass if you only own like one or two sites? Michel Letellier Yes, that’s a good point. What we said in the beginning is that we want a foothold there and probably an attractive acquisition for us of some size would be probably the best strategy to enter the market and then after that trying to take advantage of small developer to help develop the market in terms of joint venture. We have seen few interesting proposals. There is an active M&A market in France, which like I said could range from 50 megawatt to 150 megawatt type of volume, where you would have 5, 6 or 7 small 10, 15, 20-megawatt projects. And those are attracting obviously some attention, but not necessarily a huge attention from all the big players that – or the type of attraction we have seen in North America, especially with the yieldco in the U.S. Now, it might change, mind you, but I don’t want to say too much, but we have been active and we have been missing couple of opportunity, but not by far. So, we are adjusting our aim and I think that we will be busy in France. There is project that seems to make sense in terms of acquisition to be accretive for us and to basically provide us with a minimum foothold that would make sense from us to start from there. Nelson Ng I see. And then just in terms of your balance sheet, can you give us an idea of I guess what size of acquisition or development you can potentially do without having to go to the market with equity? Michel Letellier Well, Jean just mentioned that we have a little bit more than let’s say $150 million worth of free margin in our credit line and mind you that soon in 2017, we will have anywhere between $35 million and $40 million so worth of free cash flow from our operation. So I mean, we definitely we cannot do a huge acquisition, but we can certainly start a small acquisition or contribute to commit to you construction project. As we mentioned if we start the construction in Mexico in hydro, we won’t have to put all the money upfront, it’s going to take a few years to build up. So just with our free cash flow from 2017, we can invest the seed money and the early equity money in project development. So unless we find a bigger acquisition, we don’t intend or we don’t have to go to that right away. Nelson Ng Okay, thanks. Just one last question, in terms of MU wind, the project cost is $340 million, does that include the amount that would be refunded from Hydro Quebec? Jean Perron Well, it is net of this amount. Nelson Ng Sorry. It’s net of the amount. Okay, thanks. Operator Your next question comes from Rupert Merer with National Bank. Please go ahead. Rupert Merer Hi. So looking now to 2017, you talked about $35 million to $40 million of free cash flow and that can help support your growth, can you talk us through your current dividend policy and what we can expect to see for target payout ratios for next few years and how are you going to balance between your future investment needs, your dividend policy and maybe your NCIB as well? Michel Letellier Yes. It’s always same question and trying to answer the same way all the time. It’s – I said we have initiated an increase in the dividend in the last 2 years. I am hoping that we can maintain a growth in the dividend. I don’t think that jumping the dividend to a big amount in 1 year would create a trend and would be rewarded right away by the market. But I think that if we can find home for our equity in the development and creating value for our shareholders, my view is trying to raise the dividend on a steady course and increase it over the years, always by providing accretive development to our shareholders. But obviously, by – it’s something that we never had in the recent years. We will have a payout ratio. We will have room in 2017 to take those decisions. Obviously, if we don’t find good home for that equity, we will reward our shareholder by raising the dividend. But I think that if we can find a good growth that creates value for our shareholders, we will balance that. We said that a long-term payout ratio of 80% is maybe a good ratio. How fast are we getting to that 80%? Obviously by 2017, without giving you the right – the exact amount of payout ratio, you guys can calculate it fairly well. We are saying that we are going to have $105 million of free cash flow. And right now, we are paying a little bit over $63 million – let’s say, $63 million of dividend, so quite easy to make the calculation. I think it’s a good problem to have and it’s a – I guess it’s a strategy that we are discussing at the Board all the time. But definitely growing the dividend is very important to us. We understand that for shareholders, it’s important as well. The important thing for us is to grow and to have it sustainable and to show the growth that will be also sustainable. So we have been prudent in the last few years even though our payout ratio was still fairly tight. We have increased the dividend twice by $0.02. Hopefully, we will try to do the same thing going forward and maybe increasing the rate of dividend. But I am still very positive about future outcome. Like I said, we have been focusing in the last few years on delivering our growth portfolio. And I think we have done a good job in doing it. We finalized all the project finance. So $1 billion, a little bit more than $1 billion of financing last year and project finance was taking quite a bit of our internal time. So that once this is done, I think that we will focus and I cannot promise, but we are definitely focused on delivering growth for 2017. Rupert Merer Great. Thanks for the color. Operator Your next question comes from Ben Pham with BMO Capital Markets. Please go ahead. Ben Pham Thank you. And I have a couple of cleanup questions for me. On the payout ratio the last 12 months, pretty low number that you reported, are you expecting to be below 100% for this year? Michel Letellier Yes. On the forecast, yes. Ben Pham Yes. Jean Perron Yes. But I think we need to remember that Q4 2014 was something really above average for production. So the effect, that’s the reason why the payout ratio was so low for now because we are including this next quarter, we are going to be using this Q4 2014 results. Ben Pham Okay. That’s what I was really trying to ask indirectly. The – and I was wondering your buyback program, how should we think about that, is that more to mitigate the DRIP dilution? Michel Letellier Well, the DRIP dilution is a lot less. If you remember, we killed the discount in last quarter. So now the DRIP participation is less than 5% roughly. No, I think it’s – given the fact that we had done the debenture and the conversion and the price was fairly weak, so we thought that it was a good timing to buy some shares. Ben Pham Okay. And I am just wondering you had some early comments about the Mexican hydro strategy in terms of the timing being maybe 3 years to 5 years and that really potentially gives you some visibility in the 2020 timeframe. So I am just wondering what are you guys thinking about ‘17, ‘18, ’19, you have got a lot of cash generation coming up. I mean is that – are you guys banking on a French wind acquisition near-term to really get some growth in that period? Michel Letellier That can certainly be of interest, Ben. But I answered the question for brand new hydro with CFE, meaning that no development whatsoever have – would have been made. But there is some possibility of being partner in Mexico or somewhere else where project have been advanced and maybe it’s only construction periods, so maybe 3 years. So you end up being maybe in 2019 or even in 2018 if we are talking about wind somewhere else. So I mean, it’s a mix of that. But definitely existing facility in France with a decent accretion for us could be of an interesting strategy to fill up 2017 growth, Ben Pham Okay, I appreciate the answers. Thank you. Operator Your next question comes from Jeremy Rosenfield with Industrial Alliance Securities. Please go ahead. Jeremy Rosenfield Thanks. Good afternoon guys, just there is a lot of focus I think, on the interim period as Ben was just alluding to the 2017, ‘18, ‘19. What about the possibility of potentially consolidating some ownership interest, where you own maybe 50% or so of an asset, is there an opportunity or do you think that you could look at that type of strategy with maybe more, I would say aggressiveness than you might have looked at in the past? Michel Letellier There is couple of projects as we definitely have a potential partner. Upper Lillooet and Boulder are owned by Creek Power. Our partner is Ledcor. We have options once those projects are ensued the need to buy them back. So, this could be a possibility. Our First Nation partner, we don’t want to buy them back. Well, if they wish to we are always welcome to try to help them, but we strongly believe that having the First Nation on long-term basis is important, especially with the community-based projects. So, the other big partner is Trans-Canada in Québec, who knows if Trans-Canada wants to sell some part of those assets would be welcome – will be certainly interested, but there is plenty, plenty of M&A around small project here and there. And we are seeing all kinds of things. And I think that last year was very difficult for M&A, especially in the U.S. with the yieldco, and it’s difficult to see and to predict how the yieldco will behave, but we certainly saw some reaction right away with some developer that thought that they had a deal and then suddenly the deal is disappearing and they are kind of reaching out. So, I think that there will be a little bit more opportunity in M&A or when we see M&A, small developer that wants to have a partner to start with their construction, because for some reason, they don’t necessarily have all the equity. And I think we have a good reputation to be a good partner in many ways. So, I am not worried about being in 2017 or ‘18. We will find a way. It’s just – maybe that message and it’s still I guess that you guys are concerned that we don’t have anything in the pipeline in those years, but we have been focusing so much on delivering and making sure that the project were online and on time. I think that Innergex is a different company now in terms of cash flow and its ability and I guess our ability now to take a little bit more focused on getting outside Canada will payout soon. We have been very successful in Canada in the past. We have shown that we have been able to compete with many other competitors. So, I don’t see why we cannot compete somewhere else especially that we have a philosophy of being open book with partners. And so far the first contact we had in Mexico and in France have been very, very positive in this way. And we have been very – we have been welcomed in Mexico and France. So, I am very positive about finding the ways and I am not concerned about filling the gap. We are focused, but we are not concerned. Jeremy Rosenfield Okay, good. That’s my only question. Operator And Ms. Privyk, there are no questions at this time. Marie-Josée Privyk Thank you. Thank you everyone. We appreciate this opportunity to provide an update on our company and please don’t hesitate to contact us if you have any other questions. [Foreign Language] Operator Thank you. Ladies and gentlemen, that concludes our conference call. Please note that a replay of the conference call will be available on the Innergex website. The press release, financial statements and the management’s discussions and analysis are also available on the Innergex website at www.innergex.com in the Investors section. Thank you. You may now disconnect your lines.

US Geothermal’s (HTM) CEO Dennis Gilles on Q3 2015 Results – Earnings Call Transcript

US Geothermal Inc. (NYSEMKT: HTM ) Q3 2015 Results Earnings Conference Call November 10, 2015, 01:00 PM ET Executives Dennis Gilles – CEO Kerry Hawkley – CFO Doug Glaspey – President and COO Analysts Jim McIlree – Chardan Capital Markets Peter Rabover – Artko Capital Bryan Lee – Private Management Group Operator Greetings, and welcome to the U.S. Geothermal’s 2015 Third Quarter Earnings Results Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. With no further ado I would like to turn the conference over to our CEO, Dennis Gilles. Thank you Mr. Gilles, you may begin. Dennis Gilles Thank you, Tim and thank you everybody for joining. Today we want to thank you for joining the call and for your continuing interest in U.S. Geothermal. My name as Tim said is Dennis Gilles, and I am the Chief Executive Officer of U.S. Geothermal. And joining me on today’s call is Kerry Hawkley, our Chief Financial Officer and Doug Glaspey, our President and Chief Operating Officer. We’re pleased with our performance as we reached the end of this third quarter of 2015. Our plans continue to outperform industry standards for operational availability and we continue to focus on our next phase of growth. I would now like Kerry Hawkley our CFO to provide you with the summary of our financial results for this first nine months of the year. Kerry? Kerry Hawkley Thank you, Dennis and good morning to our listeners on this call. Before beginning, we would like to remind you that the information provided during this call may contain forward-looking statements relating to current expectation, estimates, forecasts and projections about future events that are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company’s plans, objectives and expectations for future operations and are based on management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. During the call, we will present non-GAAP financial measures such as EBITDA, adjusted EBITDA, and adjusted net income. Reconciliation to the most directly comparable GAAP measures and management’s reason for presenting such information is set forth in the press release that was issued last night. Because these measures are not calculated in accordance with U.S. GAAP, it should not be considered in isolation from our financial statements prepared in accordance with GAAP. I will now discuss the financial statements of US Geothermal for the nine months ended September 30, 2015. You will note that the company is now filing our financial statements and MD&A in a condensed format, which should be read in conjunction with our audited financial statements and 10K filings for the year ended December 31, 2014. On our balance sheet as of September 30, 2015, we have total assets of $228.1 million. Our cash and cash equivalents are $11.2 million with our restricted cash and bond reserves up $21.0 million for total cash assets of $32.2 million. Our total liabilities are $97.8 million, our non-controlling interest has been reduced to $44.0 million and our net stockholders equity has increased $86.3 million. On our statement of operations we’re very pleased with our results for the past nine months. Revenues for the first nine months were $21.3 million, up $180,000 from 2014. Our planned production expenses were $12.0 million, up $238,000 over the same period in 2014. Salaries and wages and stock-based compensation cost were down $268,000 from 2014 levels due primarily to cost applicable to our development projects. US Geothermal no longer has a tax valuation allowance as existed in 2014 due to recording a deferred tax asset in December 2014. In 2015 we recognized an income tax expense of $473,000 for GAAP purposes and reduced the deferred tax asset by the same amount. Please note that US Geothermal has no tax liability until the deferred tax asset is fully depleted. Income tax amount represent cash on US Geothermal’s share of net income only. Our net income for the first nine months of 2015 was $1.8 million. If we eliminate the income tax to just a comparable number to the 2014, our adjusted net income would be $2.3 million in 2015 as compared to $1.9 million for the same period last year. Our net income attributable to non-controlling interests is down $637,000 in due to lower revenues at increased payroll and maintenance costs at our Raft River project. Net income attributable to US Geothermal was $781,000 in 2015 compared to $268,000 in 2014. Earnings at our San Emidio plant increased $547,000 net of tax 2015 compared to 2014 due to increased plant revenues and decreased maintenance costs. San Emidio has owned 100% by US Geothermal. For comparison purposes, if we had not recorded the deferred tax asset in December 2014, net income attributable to US Geothermal as adjusted would have been $1.25 million in 2015 compared to $268,000 in 2014. On our statement of cash flow, we began the year with cash and cash equivalents of $13.0 million. Nine months cash generated by operations was $9.1 million. No payments reduced our total debt by $4.0 million. Payments to our non-controlling interests were $3.5 million. Capitalized development cost at the Geysers, San Emidio 2, El Ceibillo and Crescent Valley totaled $4.5 million. Funds released from restrictions and funds raised via option exercises were $1.1 million for the nine months. We ended the quarter with cash and cash equivalents of $11.2 million. On our statement of changes in stockholders equity, we added net income attributable to US Geothermal of $781,000 during the first nine months. Our accumulated deficit net of tax is now $18.5 million. Shares of common stock issued upon exercise of stock options were 155,000 for the first six months another 428,000 shares were issued with a one year restriction. Cash of $3.5 million was distributed to our non-controlling interest and net income of $1.0 million were allocated to the non-controlling interest. Our shares of common stock issued and outstanding at September 30, 2015, totaled 107.6 million shares. We’re very sensitive to the complexity of our disclosure caused by our partnership agreements. The company continues to evaluate opportunities to simply this process. Please see the disclosure on Page 42 of the MD&A regarding the net income attributable to the non-controlling interest and the net income attributable to US Geothermal and its shareholders. For the first six months, you will see that Neal Hot Springs contributed $2.1 million. San Emidio contributed $752,000 and Raft River contributed $125,000 for a total net income attributable to US Geothermal and its shareholders of $3.0 million. From that, exploration activities and corporate overhead cost $2.2 million. All of these figures are net of tax. Costs in this last category includes the company’s cost of existence including being listed on two stock exchanges, legal accounting professional fees, filings with government agencies, stock-based compensation and the cost of evaluating and developing new projects. These costs represent an investment in the future growth of our company, but are 100% US Geothermal cost and reduce the net income attributable to US Geothermal. As we continue to grow the company by adding new income generating projects in the future, this last category should not increase significantly from current levels allowing the net income from any new projects to increase the bottom line almost dollar for dollar. Thank you for your continued interest in US Geothermal. I’ll turn the call back over to Dennis. Dennis Gilles Thanks Gary. Doug Glaspey, our President and Chief Operating Officer is now going to provide you highlights of our operation performance and our development activities for the last nine months. Doug? Doug Glaspey Thank you, Dennis and good day to everybody. We’ll start with operations. Generation during the third quarter from all three plants was 68,371 megawatt hours, compared to 68,987 megawatt hours in the third quarter of 2014. Generation for the first nine months of the year totaled 237,244 megawatt hours, compared to 242,255 megawatt hours during the same period in 2014. Warmer than average temperatures have been experienced through the first three quarters of the year, but they have moderated now in the third quarter and we’re hoping for more normal temperatures in the fourth. For the year, we’re 4 degrees above the 10-year average temperature at all three facilities. At Neal Hot Springs, our generation for the third quarter was 33,498 megawatt hours and for the first nine months of the year was 124,229 megawatt hours. This compares to 128,922 megawatt hours for the first nine months of 2014. The facility averaged 15.4 net megawatts per hour of operation and achieved 98.5% availability for the third quarter. As we previously announced a settlement was reached with Turbine Air Systems under the terms of our equipment supply agreement in five of their key equipment suppliers. The settlement provided a cash payment of the company, which is project company USG Oregon LLC and a commitment from the five suppliers to repair a specific equipment deficiencies and to provide extended warranty for equipment that is repaired or replaced. We did take a 2.5 day maintenance outage during the quarter on Unit 3 and that was to replace the higher pressure feed pump or the new pump and that part of this EFA settlement. At San Emidio generation was 18,924 megawatt hours for the quarter and for the first nine months of the year, it was 59,170 megawatt hours. This compares to 55,149 megawatt hours for the first nine months from 2014. San Emidio averaged 8.7 net megawatt per hour of operation and achieved a 98.9% availability for the quarter. They’re doing a really great job down there. At Raft River generation was 15,950 megawatt hours for the third quarter and for the first nine months of the year generation was 53,845 megawatt hours. This compares to 58,184 megawatt hours for the nine months in 2014/ Raft River averaged 8.7 net megawatt per hour of operation for the quarter and operated at 82.7% availability. During the third quarter, we did take a 12.5 day maintenance outage that was taken in August to replace variance that we’re failing on both servers. That we restarted, it’s operated smoothly and there is no indication of any further issues. Overall we’re pleased with the continued high performance of all three plants so far this year and we expect to finish out 2015 with a strong fourth quarter. On the development front, at our at our WGP Geysers project, we did run an extended flow test program on the three largest production wells in June and that confirmed that the wells on the project are still open and ready for production. The wells have been maintained successfully with the pressurized nitrogen charge in the well bore for over six years now. So we feel very solid that this is a good way to keep these wells up and make sure they stay open and ready for production. Data from the flow test was used by GeothermEx to determine the capacity of the existing wells and the reservoir. The four existing wells are capable of initially delivering 458,000 pounds of steam per hour, which has delivered 28.1 megawatts growth or 25.4 megawatts net. These estimates are based on the steam conversion rates from a detailed plant design for a 28.8 megawatts net power plant with hybrid cooling. GeothermEx further estimates that the for the long term operation of the plant we will need an additional two to three production wells over time. Our plan is to reopen historic wells located on the site to provide additional steam at a much lower cost compared to drilling new wells. And generating non conversion of the power plant design is continuing and the hybrid plant design it incorporates both water and air cooling and on capital reduction. This design saves and recycles the maximum amount of water possible for reinjection back into the reservoir. Experience in the Geysers steel that’s shows that if you have 60% or greater water injection that the steam production can be stabilized over the long term, which is extremely important for power generation and it’s one of the key reasons past ever has developed this project were not successful. On the permitting front, our interconnection study, which will allow us to connect to the transmission grid completed the first phase report or the interconnection system impact and facilities study on October 8. The outcome of the study concluded that it is feasible for the project to interconnect into the transmission grid and that the estimated cost is about $1.9 million for the upgrades required at our delivery substation. While this amount won’t be our full cost of interconnection, we expect that the savings of $1 million to $2 million will be achieved compared to past cost estimates. The Sonoma County conditional use permit process is proceeding in parallel and till date has not identified any significant issues. We’re continuing to focus now on securing a power purchase agreement, building a new power plant and selling electricity. The State of California plan to launch this fall and requires 50% of their power to come from renewable energy by 2030. That’s an increase from their current 33%. We believe that this action combined with other new regulations aimed at significant reduction in carbon emissions will spur renewed interest in our project. At El Ceibillo in Guatemala, the modified development schedule was formally approved and signed by the Minster of Energy and Mines in July and that modified schedule was officially incorporated into our profession agreement and signed on October 13. Drilling began on the project with well EC-2, which was halted due to drilling difficulties and was followed up by well EC-2A. The target was the high temperature anomaly defined by the 2014 temperature grading drilling program. EC-2A successfully intersected the zone of high permeability at a depth of 1300 feet or 396 meters. Low counting indicates that the commercial resource has been discovered with the flowing temperature of 398 degrees Fahrenheit or 198.5C. Based on the discovery at EC-2A, two additional wells have been cited to further extend the resource area and to test the deeper horizon in the system. Drilling began on well EC-3 on October 29. So depending upon the results of the two additional wells, combined with EC-2A we will then select the location for our production size well to fully test the resource and determine its size and production characteristics. Now that the modified schedule has been included in our concession agreement and we’ve signed a commercial resource, we will begin the process of identifying and meeting with potential purchasers for our project. That includes of course going back to the group that we previously had an agreement with. The Country of Guatemala has been considering the issuance of a 200 megawatt geothermal RFP sometime during 2016, which of course we fully support. At San Emidio Phase 2, we received our permits for five temperature gradient locations in June and we started drilling in July. Five 1,000 foot temperature gradient wells were completed and all of the wells encountered high bottom hole temperatures and anomalously high temperature gradients. These wells were guided by both seismic data that showed a false control offset at depth and 1970 is vintage shallow temperature gradient holes. The temperature is measured at the bottom of the wells range from 224 degrees Fahrenheit to 274 degrees Fahrenheit. So the temperature gradients in four of the well range from 12.4 degrees Fahrenheit for 108 14.9 degrees Fahrenheit per hundred feet/ In the geothermal world these are very good results and they indicate that an active geothermal system could be in close proximity to these wells. Our second phase of this drilling program that we hope to get done yet this year is to deepen the two most prospective wells. That activity only is currently being permitted with the U.S. Bureau of Land Management. Drilling in this area is weather dependent however. So once we get approval, we’ll have to see when we can mobilize the drill. We have not yet defined the extent of this new anomaly, so we will also be permitting additional temperature gradient wells in the future. Again as San Emidio the second phase interconnection study called the Facility Study was completed in June pending a decision by MD Energy on funding certain upgrades of their transmission system. MD Energy ultimately decided not to fund the upgrades and completed the interconnection system impact restudy on September 28. The restudy determined that the interconnection is feasible, but included an increasing estimated cost due to a change in cost allocation by MD Energy. A median with MD Energy transmission group to discuss these results and anticipated cost took place in late October and a reduction in those costs has already been indicted. The interconnection process will continue with the next phase study to be started within the next month. At our Neal Hot Springs Water cooling project, we did drill a second water supply well during the quarter and flow tested it for a period of six weeks and that achieved a steady state production of about 170 gallons per minute. Recall that the first well we drilled also at found water, but unfortunately that well could not be used under State of Oregon laws as it’s communicated directly with surface water. The minimum amount of water needed for our hybrid cooling system is approximately 200 to 300 gallons per minute for each unit. So that’s our target. Several new drilling targets have been selected and we will continue exploring for our water source that will support the hybrid cooling system. It’s also possible that we could purchase water or get a long term lease of existing surface water or ground water. So we’re looking into that as well. Power Engineers Incorporated completed an initial engineering evaluation of various hybrid cooling methods, which confirm the positive economic impact of hybrid cooling for the project. Our goal is to increase the annual average generation of the plant from the design rate of 22 megawatts up to the PPA contract limit of 25 annual average megawatts and the results of the study support this plan. Last but not least, we recently announced I guess yesterday morning that we’ve completed or we are in the process of completing a purchase of some equipment. We announced yesterday that we signed a purchase agreement for major long lead equipment required to build three binary cycle power plant modules. This equipment represents approximately 70% of the equipment needed for a full power plant and is essentially identical to the equivalent used in our Neal Hot Springs facility. Often how quickly you can build a power plant is determined by how fast specific large pieces of equipment can be built by the manufacture. These are the long lead items that control a construction schedule. By owning this equipment, we will not only reduce our capital cost significantly but we can cut months of the constructions schedule, which is also very important to control cost. Fortunately for us, binary cycle equipment is flexible within a range of resource temperatures and flows. So these equipment packages give us a significant pricing and delivery advantage on our new projects going forward. And that’s my report for operations and development, Dennis? Dennis Gilles Thank you, Doug. Summarizing the notable highlights for the first nine months of 2015, on the financial performance side though all of our facilities experienced warmer than normal seasonal temperatures the entire first nine months of the year, which negatively impacted our generation and with our first major overhaul in over six years at our Raft River project and then having to remove the plant again from service following that overhaul to replace damage bearings we still finished the first nine months with excellent results. Looking at our financial performance, on a consolidated basis our revenues for the first nine months of $21.26 million were slightly up compared to $21.08 the prior year. Adjusted EBITDA for the first nine months of $10.91 million was slightly up compared to $10.86 million the prior year. Our net income as adjusted for the first nine months was $2.28 million and that was slightly up compared to $1.93 million in the prior year or an 18% increase over the prior year. Our cash flow from operations for the first nine months were $9.14 million compared to $7.8 million in the prior year or a 17% increase. We reduced total liabilities since the end of last year by $4.2 million and we ended the first nine months as Kerry had said with cash and cash equivalents of $11.2 million. Looking at the financial performance attributable to US Geothermal only after eliminating our minority interest, which represent our partner’s share of the project at Neal Hot Springs and at Raft River, our net income as adjusted attributable to US Geothermal for the first nine months was $1.25 million compared to $270,000 during the prior year which reflected a 363% increase. The primary source of that increase was roughly $600,000 of increase in net income at San Emidio both due to increased generation and reduced cost and San Emidio is 100% owned by US Geothermal. Looking at taking that same comparison that we got on a net income as adjusted basis for US Geothermal and looking at it on a consolidated basis, the gain in net income from San Emidio was offset by a loss at Raft River of roughly $640,000, but I want to point out that the way our partnership is structured 99% of Raft River profits and losses are attributable to our partner on that project. So that 99% of that $640,000 impact was lost — was represented in the consolidation, but was not represented in US Geothermal’s net income. And I also want to point out that the major overhaul that we had at Raft River is one that occurs once in seven years. On the growth side, at our El Ceibillo project in Guatemala we received a signed modified concession agreement from the Guatemala Ministry of Energy and Mines. We are very pleased to have this resolved this longstanding issue finally resolved. We completed drilling of EC-2A confirming the discovery of the commercial Geothermal resource as Doug said and are currently drilling well EC-3. Our San Emidio 2 project we drilled five 1000 temperature radiant wells are waiting permits from the BLM and two of those wells will be deepened into the identified hit anomaly to confirm the underlying resource in that Southwest Zone. Our WGP Geysers project we received the independent engineers report summarizing the results of the well flow testing which indicated the resource could support the proposed 30 megawatt power plant for up to 54 years. At our Neal Hot Springs project we drilled and tested the first and second water supply wells to support the potential hybrid cooling, it appears we currently have sufficient water to support one of the three units so far. And yesterday we announced that we signed an agreement to acquire three refinery power plant modules at roughly 5% of what that equipment would have cost us to buy it new. The equipment purchase is nearly identical to that installed at our Neal Hot Springs project except newer, this equipment is projected to meet approximately 70% of the major and long lead equipment requirements for the construction of our San Emidio and our Crescent Valley power plants development projects. This purchase will also allow us to lower our cost and shorten our construction time. We continue our evaluation of a number of other potential acquisitions that could contribute to our growth both in the near and long term. Our guidance for 2015, we updated and narrowed and it doesn’t include the projection of revenue that maybe provided by any acquisitions we’re considering. The guidance for 2015 is as follows, for revenue we’re projecting between $30 million and $33 million. For adjusted EBITDA between $15 million and $18 million. Our EBITDA between $15 million and $17 million and our net income between $4 million and $6 million and I do wish to point out all of those are on a consolidated basis. In summary, our cash position continues to be solid with strong cash flows from operations. We continue to have adequate cash on hand to support both our ongoing operations and our early stage development efforts and we continue to add cash to our balance sheet in preparation for our next construction project for acquisition. In acquisition of our three new binary power plant modules, which we announced yesterday will decrease our project cost, improve our project competitiveness and shorten the construction duration for both our San Emidio and present projects. Earlier this quarter, we announced that our Board of Directors had authorized a share buyback over the next year of up to $2 million. We have not had any purchases to date of our stock under that repurchase program. Possessing inside non-publicly disclosed information of a material nature restricts us from making such purchases. Also this quarter we had announced that our Board of Directors had engaged Marathon Capital to act its financial advisor to evaluate opportunities to potentially unlock value of the company for the shareholders. That process has been initiated. In closing the current low energy, excuse me, the current low oil and gas prices that we’re seeing have no impact on our current power plant revenues since those all three plants are fully contracted. We have now had 12 consecutive quarters of positive EBITDA and cash flow from operations. Our fleet of power plants continues to perform well. We’re pleased with the performance of our resources and we’re excited and optimistic about the growth opportunities we’re currently evaluating. Thank you for your continuing support and operator I would like to now open the call for questions. Question-and-Answer Session Operator At this time, we will be conducting a question-and-answer session/ [Operator Instructions] Our first question comes from the line of Jim McIlree of Chardan Capital. Please proceed with your question. Jim McIlree Thank you. I guess good morning, to you. Dennis Gilles Yes it is. Jim McIlree And are the cost — is the cost of flooring the equipment that you purchased is that significant or meaningful? Dennis Gilles No Jim, the cost that we will incur is relocation of equipment from where it’s currently stored to our San Emidio facility. At the San Emidio facility we have both internal and external storage to adequately house that equipment. So on an ongoing basis after the equipment is relocated, we won’t have any storage cost per se. Jim McIlree And are relocation cost, is that a significant amount? Dennis Gilles Relative to the price that we paid for the equipment it is. If it’s $7 million it will be somewhere between probably $0.5 million and three quarters of a million to relocate all the equipment. Jim McIlree And so is that something that will be expensed or do you get the capital right there? Dennis Gilles I am looking at our CFO. Kerry Hawkley I’ll get back with you on that one. Jim McIlree Okay. Great. And then as far as Q4 goes, are there any special outages, maintenance, any issues that we should — that you can remind me of just in case I don’t want to be too aggressive or pessimistic on that? Dennis Gilles Q4 is our high money quarter and we keep all the units running and generate the maximum generation that we can. There are no outages planned during the quarter. Jim McIlree Great. Great. And then similar question for next year, do you have any planned major or semi-major maintenance for any plant? Dennis Gilles No major outages planned at any of the plants. We do have our screen outage that we take all the facilities down and do kind of our… Doug Glaspey Five to six days usually Jim on our spring outage reach unit. Jim McIlree But that’s the normal spring outage that you guys have. Dennis Gilles Yeah it’s not like what we experienced on Raft River, those occur one in every seven years and Raft was seven years old. The other two plants started in late 2012 so they’re a long way away from their major outages. Jim McIlree Okay, great. And as far as the stock buyback goes, are you just waiting to get out of a higher period to implement funding or does the Marathon process has to be complete before you can do anything. Dennis Gilles We don’t believe the marathon process currently impacts our ability to purchase the stock. We do have as noted material none publicly disclosed information regarding another transaction that were looking at and that limits our ability to do the stock repurchase once we’re outside of that and that’s behind us then it’s our intent to proceed forward with our stock repurchases. Doug Glaspey But Jim it would be subject to our normal blackout period that we’re restricted I believe three 30-day periods during the year that we can actually purchase. Jim McIlree Right of course, okay and then last one is there an estimated time when you think the Marathon process would be complete? Dennis Gilles I don’t have a projection for you on that. The process has been initiated and as we noted in our press release, we do not intend to comment further regarding the evaluation of the strategic alternatives unless the Board decides to proceed forward with any specific transaction. Jim McIlree Al right. That’s it for me. Thanks a lot. Dennis Gilles Great, thanks Jim. Appreciate your support. Operator Our next question comes from the line of Peter Rabover of Artko Capital. Please proceed with your question. Peter Rabover Hi, guys, can you hear me? Dennis Gilles Yes we can. Peter Rabover Hey, congratulations on the DLA, I really like that, just a couple of questions on that. So would that make your PPA bids more competitive given the low cost I guess low capital investment, is that how you’re looking at it? Dennis Gilles Yes it allows us two things. It either allows us if you we had a PPA to increase the margin on that project, but since we don’t have a PPA it give us the flexibility to dramatically lower our price allowing us to be more competitive in obtaining a PPA. Peter Rabover Okay, that’s great. And maybe you can give an update, given how many projects you have in I guess like ready to be fired up on your financing strategy since what’s happening with conservation with banks what kind of financing partners are you looking at. You do have some cash but it sounds like you’re going to more money than this. So I would love to hear some color on that? Dennis Gilles Well our intent depending on each product is specific, our intent is to project finance each project three of the four projects that we have in our development pipeline qualify for the investment tax credit so our intent would be to bring in a tax equity partner so that we can monetize that tax credit that is 30% investment tax credit. So between the 30% investment tax credit funds being monetized and between the construction fine or the construction to firm financing not recourse financing for the project which were roughly to be 70% to 75% of the project cost between the two of those that will cover the majority of the capital requirements for the project. Peter Rabover Okay, but you’re talking about acquisitions and do you have financing partners lined up for things like that? Dennis Gilles We do not have financing partners lined up, no we don’t. We have some third parties that we have talked to but we do not have partners lined up no. Peter Rabover You have I guess the whole project that does not have credit I assume that the Guatemala project, do you have any thoughts on that the financing there? Dennis Gilles Yes for Guatemala as we previously announced it’s our intent to bring in a in-country partner as our equity partner on the project and we have not pursued that yet because the primary thing was we were waiting resolution of our concession agreements which that was very long process well over two years and then we need to secure our power purchase agreements with those two in hand and with the recent confirmation of the commercial resource then we could then pursue and lock in a equity partner for that project. Peter Rabover Okay. Then just on the deal that you guys made for the equipment purchases that is very interesting are there more things like that out there like or that is just a very unique project or unique purchase? Dennis Gilles In the binary field that’s the only one that we’re aware of that is out there. Peter Rabover Okay. Dennis Gilles New equipment again this is equipment we are extremely familiar with as we noted in our press release the developer had bought equipment for six plants the three that were installed is essentially a replication of our Neal Hot Springs plant, these are Atlas Copco turbines. Atlas Copco is a $10 billion plus company. Very solid company. It’s the turbines that we have, the turbines, the generators and all the other associated equipment’s that we have at our Neal and our San Emidio projects already will familiar with that will familiar with the turbine with the equipment manufacturers so that one for us is a home run. So we are looking at other opportunities out there in order to try to improve our competitiveness and advance our securing power purchase. Peter Rabover Okay, great. Just a couple of more so on the Geysers it sounds like based what the report you guys got it sounds like you are proceeding with the [indiscernible] option? Dennis Gilles That is correct. We’re proceeding with the option of building a new plant. Peter Rabover Okay, great and then just on the Marathon Capital thing, how do you anticipate that putting that out to shareholders is that going to be a report at some point like it is just curious on that? Dennis Gilles That is actually an item I can’t speak to Peter, the our board of directors is the one working with Marathon in this process to with the intent to determine whether or not there is unrealized value for our shareholders that is not the unrealized the way the markets responding to our current share price. So until they complete their process it I am not in a position to say it. Peter Rabover Okay, great. Well hey you guys are doing great, keep up the good work with the deals and I will just get off the line and let somebody ask more questions. Dennis Gilles Thanks Peter. Operator Our next question comes from the line of Bryan Lee of Private Management Group. Mr. Lee Please proceed with your question. Bryan Lee Hey thanks for taking my question. You know couple of months back the State of Ohio put out a ruling that they are going to start taking into account the reliability of the power source when determining purchase price agreements basically putting a premium on that base loads stable production. Do you see that trend stretching on or do you heard any other states echoing those comments would be my first question and then maybe if you can take a little deeper and talk about California and how they are kind of taking into account where your PPA negotiation talks? Doug Glaspey Sure this is Doug Glaspey. It’s a very good question because as you know our chief I guess rivals in the renewable business are wind and solar which are intermittent resources. What we’re seeing certainly is that California is coming to that same conclusion. They have bought tremendous amount of wind. They have a lot of solar and more solar coming and it is giving them some good reliability problems because most of the power plants that are coming off line that need to be replaced are base load power plants. Whether they are nuclear plants, coal plants or once through cooling plants along the coast. So we think there is going to be a little bit of a change especially in the California market. I think because of them going a little too far maybe with wind and solar purchases all the other states are looking to see what happened and they want to make sure that doesn’t happen to them. So we view that very positively, glad to see that Ohio is making that move, it is certainly in talks about it and it has been referenced in the legislation in California not directly specified but certainly referenced that grid stability and base load is an important aspect of the renewable program. Bryan Lee Great, great. And then I don’t know if you can put numbers around this, but on the Geysers project can you just maybe give us directionally where you think that PPA is going to come out maybe compared to one of your existing PPAs? Doug Glaspey Not in a position to give you that Bryan. Bryan Lee Okay. Doug Glaspey I’m sorry. Bryan Lee That is fine. Doug Glaspey Until we have the PPA negotiated I am not in a position to speculate on what the price is going to be. Bryan Lee Okay, great. All right, great quarter. Thank you. Doug Glaspey Thank you. Operator There are no further questions in audio portion of this conference. With no further ado I would like to turn the conference back over to management for closing remarks. Dennis Gilles Well, thank you operator and thank you to everybody on the call. We appreciate your continuing support. We’re excited about the some of the current announcements we are excited about the things that we had in the works that we hope to be able to announce to you in the not too distant future and we’re continuing to work diligently in order to try to increase the value of — the value of your investment and the value of the shares that you hold and the value of our company as a whole. Thank you for your continuing support and we wish you all the best of the upcoming holidays and as we wind out this year. Thank you operator and with that I conclude my comments. Operator This concludes today’s conference. Thank you for your participation. You may disconnect your lines at this time and we ask that you have wonderful rest of your day. Dennis Gilles Thank you.

NiSource: Unexciting Prospects, Unless…

NiSource is the third largest natural gas distribution company in the US. Unlike some peers, the spin-off of its MLP assets was structured with no residual income or ownership. Share prices seem fully valued unless a potential acquisitioner were to pony up a nice premium. NiSource (NYSE: NI ) is a 100% regulated natural gas and electric utility. After spinning off its natural gas midstream pipelines, the assets remaining are mainly regulated by state-PUC in seven states in the Mid-Atlantic, Northeast and Midwest. Servicing 4 million customers total categorizes NI as a medium tier utilities by customer count and ranks third largest in natural gas distribution. Of this number 3.5 million are natural gas customers and 500,000 electric customers in Indiana. The company’s rate base assets are $5.0 billion in natural gas and $3.0 billion in electricity. While its natural gas interstate pipelines and the vast majority of its storage business was divested last July, NI retained 58,000 miles of distribution pipelines and about 5% of its previous storage facilities. These are reported as part of the natural gas distribution segment. NI also operates a network of four coal-fired plants with 2,540 MW capacity, along with natural and hydro plants generating an additional 745 MW. Management has previously indicated it would consider the possible sale of this business. The service territory is pictured below, from their most recent presentation . (click to enlarge) Management believes its current configuration and its capital expenditure forecast will drive earnings higher by 4% to 6% annually. Over the next 5 years, management forecasts capital investments of $6.9 billion, about evenly spread out at $1.3 billion a year, substantially increasing its rate base. The company recently received approvals for natural gas rate increases in MA and PA totally $60 million, and annual automatic “trackers”, or inclusions in rate base assets, cover about $1 billion a year of current multi-year investment projects. For example, similar to its peers, NI has an ongoing natural gas distribution infrastructure project to upgrade 7,200 miles of bare steel or cast iron pipes with plastic. Management expects to increase its rate base by 6% to 8% a year. Where is the capital for the cap ex budget going to come from? With the divestiture, cap ex needs are reduced from over $2 billion last year, but the reduced cap ex budget is accompanied by lower operating cash flow. Investors should pour over the next 3 quarters operating cash flow reports to evaluate the balance between cash flow and cap ex, with the understanding any shortfall will be made up by either more debt or dilutive equity raises. In early 2011, the company settled with the EPA concerning compliance of its coal plants. NI agreed to spend $850 million between 2011 and 2018 to bring its plants into compliance, and these improvements are part of its rate base calculations. While there is a risk the fight against coal power plants will continue to result in higher emission standards, translating into higher cap ex requirements for its aging fleet, the company should be in compliance with current standards. As with many of its peers, NI mainly uses pass-through natural gas pricing so the utility has very little commodity risk and offers a bit more stability in earnings. In addition, 45% of revenue is volume based while the balance of revenue is not, reflecting a more constant income model. According to the company, operating earnings are split 65% natural gas and 35% electric. Distractors of the company point to its high use of coal to generate electricity, the exit of top management to its MLP spin-off, and the substantial percentage of commercial and industrial customers. The CEO and CFO went with the MLP and while both replacements have extensive experience in the utility industry, they are fresh to their respective responsibilities. Residential gas deliveries accounted for 28% of volume and 55% of revenue, while industrial and commercial customers completed the balance. Some investors believe the company’s higher exposure to industrial volumes makes NI more susceptible to swings in economic growth. Of interest in the spinoff of its MLP is the lack of continuing ownership by NiSource. Many of the recent separations offer the sponsor a potentially lucrative General Partner contract and the sponsor retains a large percentage ownership of the MLP though its publicly traded unit holdings. The sponsor maintains a positive cash flow interest through MLP distributions, GP incentive distribution rights, and management fees. In the case of NI, however, shareholders received 100% ownership of both in a 1 for 1 stock distribution. The business split instills a bit more risk as the utility finds its own footing. With the recent separation and associated one-time fees, financial comparisons are difficult. Ongoing 2015 EPS are expected at slightly less than $1.00, not including the storage and transportation contribution for the first half. For 2016, the company is expected to earn $1.06, and investors may want to use this consensus number for their own due diligence research. There are few ETFs that offer sector comparisons, and the closest is the Hennessy Natural Gas mutual fund (MUTF: GASFX ) as a sector comparison. Using GASFX as a comparison, NI trades at a PE of 19.0 vs 20.6 for the fund; dividend yield of 3.2% for NI vs sector average of 3.82% and a fund yield of 2.46%. It seems at its current price, NI is fairly valued. It should be noted NI is one of only a few new additions GASFX made last quarter, buying an initial position of 1.5 million shares and NI now represents 1.77% of the funds portfolio. Within the longer term consolidation of the utility business and the current appetite for natural gas utilities, NiSource could become an acquisition target. Mario Gabelli offers an insightful quarterly review of sector events in its utility fund Shareholder Commentary report pdf. Using this report as a benchmark, a recent asset purchase by a merchant power producer pegs a ballpark price for 3,200 MW of coal and gas capacity at between $1.4 and 1.6 billion, plus the value of NI’s electric distribution assets. There have been several acquisitions in the natural gas distribution business which could be used for back-of-the-napkin comparisons. Based on customer count acquisition cost for recently acquired New Mexico Gas, Alabama Gas, and municipal utility Philadelphia Gas Works, NI’s 3.5 million natural gas customers could bring in $8 to $10 billion. With a current market capitalization of $6 billion and long-term debt of $6 billion, it would seem share prices are trading at about its value in an acquisition. While there has been a change in management in the corner office, and the other guys were open to merger discussions a year ago, with the then-CEO not directly rebutting conference call questions concerning a potential acquisition by one of the top-tiered utilities, investors should not bank on a repeat performance anytime soon. NiSource offers a steady income potential at slightly higher yields to its natural gas distribution peers, with earnings and dividend growth at industry averages, and a possible acquisition candidate. However, all these attributes are fully discounted in its current share price…Unless an acquirer decides a premium price is warranted. Author’s Note: Please review disclosure in Author’s profile.