AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted...

23
May 15-17, 2016 AGA Financial Forum

Transcript of AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted...

Page 1: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

May 15-17, 2016AGA Financial Forum

Page 2: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements in this presentation speak only as of today, and we assume no duty to update them. Forward-looking statements are typically identified by words such as, but not limited to: “estimates,” “expects,” “anticipates,” “intends,” and similar expressions. Although our forward-looking statements are based on reasonable assumptions, various uncertainties and risk factors may cause future performance or results to be different than those anticipated. For a more complete description of these uncertainties and risk factors, see our Form 10-K for the fiscal year ended September 30, 2015 and our Form 10-Q for the quarter ended March 31, 2016, both filed with the Securities and Exchange Commission (SEC).

This presentation also includes “net economic earnings,” “net economic earnings per share,” “operating margin,” “EBITDA,” and “adjusted long-term capitalization” non-GAAP measures used internally by management when evaluating the Company’s performance and results of operations. Net economic earnings exclude from net income the after-tax impacts of fair-value accounting and timing adjustments associated with energy-related transactions, as well as the after-tax impacts related to acquisition, divestiture, and restructuring activities, including costs related to the acquisition and integration of Missouri Gas Energy (MGE) and Alabama Gas Corporation (Alagasco). Operating margin adjusts operating income to include only those costs that are directly passed on to customers and collected through revenues, which are the wholesale cost of natural gas and propane, andgross receipts taxes. These internal non-GAAP operating metrics should not be considered as an alternative to, or more meaningful than, GAAP measures such as operating income or net income. EBITDA is earnings before interest, taxes, depreciation and amortization. A reconciliation of net income to net economic earnings is contained in the Company’s SEC filings, and a summary reconciliation is contained in the Appendix to this presentation. A reconciliation of EBITDA to net income and of operating margin to operating income can be found in the Appendix to this presentation. A reconciliation of capitalization per balance sheet to adjusted long-term capitalization is contained in the Appendix to this presentation.

Note: Years shown in this presentation are fiscal years ended September 30, unless otherwise indicated.

Investor Relations Contact

Scott W. Dudley Jr.Managing Director, Investor [email protected]

Forward-looking statements and use of non-GAAP measures

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Page 3: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

• Spire better reflects the growing company we have become

• Will unite our natural gas companies under one name in 2017

• We are about:‒ Bringing people and energy together

‒ Championing people by delivering energy that inspires

• We have been on a transformational journey, guided by a well-articulated growth strategy

• Over the last three years we have:‒ Significantly increased our scale

‒ Expanded our geographic footprint

‒ Quadrupled our enterprise value

We are Spire

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Page 4: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Successfully executing on our growth strategy

Growing our gas utility business

Acquiring and integrating gas utilities

Modernizing our gas assets

Investing in innovation

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Investing in prudent infrastructure upgrades

Successful organic growth initiatives

Growing commercial and industrial load

Added 1 million customers

MGE (2013)

Alagasco (2014)

Mobile Gas and Willmut Gas (pending)

Positioned Gas Marketing for continued success

Improving supply diversity, reliability and resiliency

Spire St. Louis Pipeline (pending)

Spire natural gas fueling stations

• Lambert-St. Louis Int’l Airport

• Greer, SC

Mainstay partnership

Page 5: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

• Five gas utilities1 across three states

• Largest gas company in Missouriand Alabama

• Focus on safe and reliable service, community development and growth

We are a gas company at our core

1Gives effect to the pending acquisition.

1

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Page 6: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Growing ourgas utility business

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Page 7: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

99194 212 215 220 225 22572

96 98 110 110 110 11010

40 4095

$0

$100

$200

$300

$400

2014 2015 2016E 2017E 2018E 2019E 2020E

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1ISRS is Infrastructure System Replacement Surcharge in Missouri. Spire St. Louis Pipeline

Other Utility and Non-Utility Utility, with Minimal Lag

$335

$430$370$365

$320$290

$171

5-year forecast: $1.8B+(In Millions)

$129.5 $121.8

$0

$50

$100

$150

1st Half FY15 1st Half FY16

(In Millions)

Capital expenditures

• FY16 capital target of $320 million– Now includes Spire St. Louis Pipeline

– 2/3 of FY16 utility spend recoverable with minimal regulatory lag

• 5-year forecast raised to $1.8 billion from $1.6 billion

• Latest ISRS1 update– Increase of $9.0 million has been

recommended by MoPSC staff

– If approved by the Commission, annual run rate would increase to $35.3 million

• Additional upside from Mobile Gas and Willmut Gas upon closing– Run rate capital spend of ~$17 million

– Opportunity to increase investment in prudent infrastructure upgrades

Higher capital investment

Page 8: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

• Increasing revenues and margins – Growing customers and improving retention

– Increasing penetration

– Leveraging technology, communications and process improvement to achieve efficiencies

• Seizing market opportunities – Building commercial/industrial load

– Line extensions in Missouri service areas

– Developing other products and services

– Acquiring municipal gas utilities

• Realizing early successes– ~1% customer growth across all three utilities

– Converted several large industrial customers

– Economic development partnerships in AL

Growing organically

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Page 9: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

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Acquiring andintegrating gasutilities

Page 10: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Mobile Gas and Willmut Gas

• A strategic acquisition: ‒ Grows our gas utility business

‒ Delivers on customer and community benefits

‒ Expands existing Southern footprint

‒ Adds to earnings and cash flow

• Adds 104,000 customers‒ 85,000 served by Mobile Gas (AL)

‒ 19,000 served by Willmut Gas (MS)

• $344 million price represents 11.3 times LTM adjusted EBITDA

• Targeting close in 2016, subject to customary closing conditions and regulatory approvals

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Page 11: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

1NEE is net economic earnings (non-GAAP).

Grows ourGas Utility Business

• Supports gas utility growth through capital investment and organic growth

• Increases scale of regulated business

• Adds growing commercial and industrial customer load

Delivers on Customer and Community Benefits

• Continues our focus on safe, reliable and efficient service

• Builds on shared values of active civic engagement and community support

• Mobile and Willmut to remain active corporate citizens in communities served

Expands Existing Southern Footprint

• Builds on Alagasco’s success and working relationships in Alabama

• Expands within a highly rated regulatory environment to serve ~60% of all natural gas customers in Alabama

• Adds Mississippi, another state with a highly rated regulatory environment

Adds to Earnings and Cash Flow

• Accretive to NEE1 per share in fiscal 2018 (neutral in fiscal 2017)

• Supports long-term annual NEE per share growth target of 4% - 6%

• Cash flow supports investment, shareholder value and growing dividends

Acquisition of Mobile Gas and Willmut Gas

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Page 12: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Modernizing our gas assets

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Page 13: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Spire St. Louis Pipeline

• Supports gas asset modernization:‒ Achieve more diverse supply portfolio

‒ Improve reliability and resiliency

• Gives our eastern Missouri system access to lower cost shale gas from Marcellus and Utica – 100% Spire ownership

– FERC regulated

– Laclede Gas: expected foundation shipper

• 60-mile pipeline• Capacity of 400 MMcf/d• Project cost $170 - $200 million• 30-36 months from open season

to in-service date

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Rockies Express

Spire St. Louis Pipeline

Marcellus/Utica

MISSOURI

Page 14: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Gas Marketing

1See net economic earnings (non-GAAP) reconciliation in Appendix.

• Provides wholesale natural gas services to diverse, sophisticated customer base

• Operates primarily in the Midwest• Leverages market expertise and risk

management protocols and skills• Optimizes portfolio of commodity,

transportation and storage contracts – Operated on 17 interstate and intrastate

pipelines in FY15

– 4.75 Bcf of leased storage

• 1st half FY16 NEE1 of $2.7 million

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Page 15: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Investing in innovation

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Page 16: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Spire station in Greer, South Carolina

• Focused on customer-led strategy‒ End-to-end solutions for return to base fleets

‒ Large market for Class 8 tractor trailers

‒ Design, construct, own, and operate public stations with anchor customer contracts

• Developing market and customer relationships via Mainstay partnership

• Two stations in operation‒ Lambert-St. Louis International Airport

‒ Greer, SC near I-85 and Highway 101

• Good demand despite smaller price advantage compared to diesel

Natural gas fueling solutions

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Page 17: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Delivering shareholder value

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Page 18: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

1.632.10 2.14

2.512.83

3.14 3.38 3.500.70

0.40 0.55 0.39

0.31 0.10 0.06 0.07

$0.00

$0.75

$1.50

$2.25

$3.00

$3.75

2010 2011 2012 2013 2014 2015 1st Half 2015 1st Half 20161See net economic earnings (non-GAAP) reconciliation in Appendix. 2Negative amounts not shown: ($0.03) in 2013, ($0.09) in 2014, and ($0.05) for 2015 (reflects the inclusion of Alagasco-related interest in Gas Utility), ($0.13) in 1st half 2015, and ($0.16) in 1st half 2016. 3Interest expense associated with Alagasco acquisition totaling $14.2 million ($0.33 per share) included in Gas Utility; normally reported in Other.

$3.41$3.31$3.19$3.05

$2.87$2.79$2.79$2.52

Gas Utility Gas Marketing Other2

• 5-year growth in Gas Utility earnings of 14% driven by:– Investment in infrastructure upgrades

– Organic growth

– Acquisitions and effective integration

• Smaller contribution from Gas Marketing reflecting market conditions

Earnings growth driven by gas utilities

Net economic earnings per share1

3

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Page 19: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Growing cash flow andample liquidity

• YTD EBITDA1 of $325 million up 4%, more than sufficient to meet capital investment and dividend needs

• Significant liquidity from credit facilities with nearly $500 million of unused capacity

(In Millions) Credit FacilitiesLaclede Gas $450

Alagasco $150

Spire $150

Total facilities $750

• Strong, investment grade creditratings

1EBITDA is earnings before interest, taxes, and depreciation and amortization.See EBITDA (non-GAAP) reconciliation in Appendix.

SpireUnsecured

Debt

Laclede Gas

FMBsLaclede Gas CP

AlagascoUnsecured

Debt

S&P BBB+ A A-2 A-

Moody’s Baa2 A1 P-2 A2

Fitch BBB+ A F2 A-

Debt ratings

$311.8 $324.5

$0

$100

$200

$300

1st Half FY15 1st Half FY16

(In Millions)

EBITDA1

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Page 20: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

1Quarterly dividend of $0.49 per share, annualized. 2Based on $1.96 per share dividend and SR average closing stock price of $66.00 for month of April 2016.

• Increase accelerated to 6.5 percent in 2016 based on our growing earnings• 13 years of consecutive increases; 71 years of continuous payment• Conservative payout ratio within 55% - 65% targeted range

$1.62$1.66

$1.70$1.76

$1.84

$1.961

$1.40

$1.60

$1.80

$2.00

2011 2012 2013 2014 2015 2016

Dividend Yield 3.0%2

Annualized dividends per share

Strong dividend track record

+2.5%+3.5%

+4.5%

+6.5%

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Page 21: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

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1As of March 31, 2016 and September 30, 2015, respectively; see adjusted long-term capitalization (non-GAAP) reconciliation in the Appendix. 2As of March 31, 2016.

May 12 equity issuance• 2.2 million shares including greenshoe

• Gross proceeds of $138 million

• Closing expected on May 17

51.7% 48.3%

Equity

Debt

Adjusted long-term capitalization2

• Adjusted long-term capitalization ~52% equity, up from ~50% at fiscal year end1

• Opportunity to de-lever with strong cash flow and equity unit conversion in 2017

• Ready access to capital markets to fund Mobile Gas and Willmut Gas acquisition ($323 million cash)– New equity: $130 - $150 million

– New long-term debt: $150 - $170 million

– Corporate cash or existing credit facilities

– $275 million bridge commitment expected to be retired with permanent financing later in 2016

Strong capital structure

Page 22: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

1Consistent with past practice, expenses and financing impacts will be excluded from NEEPS prior to closing the acquisition.

• NEEPS target remains $3.34 - $3.44, a growth of 5% - 8% over 2015– On track through 1st half FY16

– Excludes impact of Mobile Gas andWillmut Gas acquisition1

• Capital spend raised to $320 million including Spire St. Louis Pipeline

• Mobile and Willmut anticipatedto add to NEEPS in fiscal 2018

• Spire St. Louis Pipeline targetedfor 2019 in-service date

• Long-term annual NEEPS growth target remains 4% - 6%

Outlook for growth

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Page 23: AGA Financial Forum...presentation. A reconciliation of capitalization per balance sheet to adjusted long -term capitalization is contained in the Appe ndix to this presentation. Note:

Energy exists to help people. To enrich their lives, grow their businesses, advance their communities. It’s a simple idea,but one that’s at the heart of our business.

23 Spire | AGA Financial Forum – May 15-17, 2016