We are Spire
Investor Presentation
February 2017
We are Spire Investor Presentation February 2017 Forward-looking - - PowerPoint PPT Presentation
We are Spire Investor Presentation February 2017 Forward-looking statements and use of non-GAAP measures This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our
Investor Presentation
February 2017
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-Q for the quarter ended December 31, 2016 filed with the Securities and Exchange Commission. 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 in the fiscal year in which they occur, including costs, financing impacts and operating results in fiscal 2016 related to the acquisition of EnergySouth, as well as overall integration
through revenues, which are the wholesale cost of natural gas and propane, and gross 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 our SEC filings, and a summary reconciliation is contained in the Appendix to this presentation. Reconciliations of EBITDA to net income, of operating margin to operating income, and of capitalization per balance sheet to adjusted long-term capitalization are contained in the Appendix. 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 Relations 314.342.0878 Scott.Dudley@SpireEnergy.com
Spire | Investor Presentation – February 2017 2
to better reflect the growing company we have become
driven by successful execution
– Growing our gas utility business – Acquiring and integrating gas utilities – Modernizing our gas assets – Investing in innovation
Spire | Investor Presentation - February 2017 3
through the strength of our energy
Alabama and Mississippi serving nearly 1.7 million homes and businesses
– Customers increased by 1.1 million – EV more than quadrupled to $5.4 billion – Market Cap. more than tripled to $2.9 billion
Spire | Investor Presentation - February 2017 4
For Fiscal 2017
guidance of $3.50 - $3.60 per share
5-year plan of $2.0+ billion
spend in line with full-year targets
and EnergySouth
For Fiscal 2016
Spire | Investor Presentation - February 2017 5
1See Net economic earnings (non-GAAP) reconciliation in Appendix.
Rolling 12-month average gas utility customers for all utilities for Spire’s period
– Growing customers and improving retention – Increasing penetration – Achieving operating efficiencies
– Pursuing line extensions in Missouri – Developing other products and services – Evaluating municipal utility acquisitions
– Increased customers for second straight year across all of our utilities – Increased commercial and industrial load
Spire | Investor Presentation - February 2017 6
.63 1.12 1.55 1.57 1.68 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2012 2013 2014 2015 2016
(Millions)
Total utility customers
Spire | Investor Presentation – February 2017 7
– $21 million increase at the Missouri Utilities and Alagasco driven by
– $3 million for EnergySouth – $3 million for Spire STL Pipeline
– $370 million for Gas Utility; > 70% recoverable with minimal regulatory lag – $35 million for Spire STL Pipeline
99 194 223 275 280 295 305 72 96 68 95 90 90 90 35 65 95
$0 $100 $200 $300 $400 2014 2015 2016 2017E 2018E 2019E 2020E
$171 $485 $440 $290 $400 $293 $410 Utility, with Minimal Lag Other Utility
(Millions)
5-year forecast: $2.0B +
Spire STL Pipeline Non-Utility
Capital expenditures forecast
(Millions)
$62 $89 $0 $25 $50 $75 $100 Q1 FY16 Q1FY17
Capital expenditures – First quarter
‒ New rates were effective December 1 ‒ Based on 2017 budget and authorized ROEs (10.8% for Mobile Gas; 10.85% for Alagasco)
Utilities effective Jan. 28
‒ +$4.5 million for Laclede Gas ‒ +$3.2 million for MGE ‒ Annualized run-rate now $43.0 million
Laclede Gas and MGE rate cases in Missouri in April 2017
Spire | Investor Presentation – February 2017 8
SS
Republican majority in House and Senate
strengthen state, improve efficiency
recommended legislation be filed to improve utility regulatory process
‒ Enable more timely and efficient rate-setting with better matching of revenues and costs (reduce regulatory lag) ‒ Encourage infrastructure investment ‒ Establish performance-based ratemaking with accountability and incentives to produce mutual benefit
for positive change in Missouri
Spire | Investor Presentation – February 2017 9
SS
to improve reliability and resiliency
‒ ~70-mile pipeline with capacity of 400 MMcf/d ‒ Connects to Rockies Express pipeline to access lower-cost shale gas
agreement to be foundation shipper (350 MMcf/d)
‒ Investment of $190 million - $210 million ‒ Expect fiscal 2019 in-service date
Spire | Investor Presentation - February 2017 10
diverse, sophisticated customer base
transportation and storage contracts
– Operated on 30 interstate and intrastate pipelines in FY16 – 5.4 Bcf of leased storage
Spire | Investor Presentation - February 2017 11
1See Net economic earnings (non-GAAP) reconciliation in Appendix.
Spire | Investor Presentation - February 2017 12
gas utilities
capital structure and liquidity
2.10 2.14 2.51 2.83 3.14 3.33 0.40 0.55 0.39 0.31 0.10 0.15 $0.00 $1.00 $2.00 $3.00 $4.00 2011 2012 2013 2014 2015 2016
3 3
– Organic growth initiatives and investment in infrastructure upgrades – Acquisitions and effective integration
$3.42 $3.19 $3.05 $2.87 $2.79 $2.79
Gas Utility Gas Marketing Other2
Net economic earnings per share1
1See Net economic earnings (non-GAAP) reconciliation in Appendix. 2Negative amounts not shown: ($0.03) in 2013, ($0.09) in 2014, ($0.05) in 2015 (reflects the inclusion of acquisition-related interest in Gas Utility), and ($0.08) in 2016 (reflects
the inclusion of acquisition-related interest in Gas Utility).
3Interest expense associated with the Alagasco and EnergySouth acquisitions (normally reported in Other) is included in Gas Utility. That interest expense totaled $14.2 million
($0.33 per share) in 2015 and $14.7 million ($0.34 per share) in 2016.
Spire | Investor Presentation - February 2017 13
$122 $127 $0 $50 $100 $150 Q1 FY16 Q1 FY17
Spire revolving credit facility
‒ Provides working capital financing for Spire, Laclede Gas and Alagasco ‒ Launched Spire’s commercial paper program
‒ Remarket $144 million junior subordinated notes (Equity Unit host security) ‒ Convert Equity Units and issue 2.5 million common shares3 (April 2017) ‒ Call and retire a portion of $250 million floating-rate note (matures August 2017)
EBITDA1
(Millions)
50.2% 49.8% Equity Debt
Long-term capitalization2
(at December 31, 2016)
1EBITDA is Earnings before interest, income taxes, and depreciation and amortization.
See EBITDA (non-GAAP) reconciliation in Appendix.
2See Adjusted long-term capitalization reconciliation in Appendix. 3The number of shares issued is based on the 20-day average volume-weighted price
number of shares issued will range from 2.5 million to 3.1 million.
Spire | Investor Presentation - February 2017 14
$1.66 $1.70 $1.76 $1.84 $1.96 $2.101 $1.20 $1.40 $1.60 $1.80 $2.00 $2.20 2012 2013 2014 2015 2016 2017
Annualized dividends per share
1Quarterly dividend of $0.525 per share effective January 4, 2017, annualized. 2Based on $2.10 per share dividend and SR average closing stock price of $64.74 for month of January 2017.
Dividend Yield 3.2%2
+2.4% +3.5% +4.5% +6.5% +7.1%
Spire | Investor Presentation - February 2017 15
$3.50 - $3.60
‒ Earnings mix to remain 96% - 97% gas utility ‒ Execution of our capital spending and integration plans ‒ Planned capital market activity
growth target 4% - 6%
– EnergySouth neutral to FY17 NEE per share, contributes beginning FY18 – Spire STL Pipeline AFUDC contribution ramps up to FY19 in-service date
Spire | Investor Presentation - February 2017 16
Net economic earnings per share
$3.42
$2.60 $2.80 $3.00 $3.20 $3.40 $3.60 $3.80 $4.00 $4.20 $4.40 2016A 2017 2018 2019 2020
4% - 6% long-term growth
1NEE average share count assumes 2.5 million shares issued mid-2017
(with a 50% or 1.25 million share impact in the 2017 average) and 0.3 million shares annually for equity compensation and other activity.
43.5 47.0 48.4 Average Share Count1 (Millions) $3.50 $3.60
Spire | Investor Presentation – February 2017 17
Spire | Investor Presentation – February 2017 19
Spire | Investor Presentation - February 2017 20
Senior Vice President, Commercial Operations
Senior Vice President, Strategy and Corporate Development
Senior Vice President, General Counsel and Chief Compliance Officer
Executive Vice President, Chief Financial Officer
President and Chief Executive Officer
Executive Vice President and Chief Operating Officer, Distribution Operations President & CEO, Laclede Gas CEO, Alagasco A B C D E F
1Year-end capitalization for Rate Stabilization and Equalization (RSE) purposes as of 9/30/16 for Alagasco and Mobile Gas. RSE uses capitalization rather than rate base for
ratemaking purposes.
2As filed, Laclede Gas (Case No. GR-2013-0171) and MGE (Case No. GR-2014-0007). Willmut net assets less def. taxes for Rate Stabilization Adjustment (RSA) purposes as of 6/30/16. 3Includes 5 basis-point incentive for achievement of customer satisfaction ratings. 4MGE pre-tax rate of return and Laclede Gas ROE for ISRS filing purposes only.
Alagasco Laclede Gas MGE Mobile Gas Willmut Gas Founded 1852 1857 1867 1836 1933 Primary Office Birmingham
Kansas City Mobile Hattiesburg Employees 909 1,614 555 219 45 Customers 420,500 647,000 508,000 84,500 18,500 Pipeline Miles ~23,000 ~16,000 ~14,000 ~4,300 ~1,200 Rate Base (In Millions) $7901 $9442 $5512 $1501 $212 ROE 10.85%3 9.70%4 9.75%4 10.80% 9.23%
Spire | Investor Presentation - February 2017 21
1 See Net economic earnings (non-GAAP) reconciliation later in this Appendix. 2 Excludes $8.8 million from addition of EnergySouth. 3 See EBITDA (non-GAAP) reconciliation later in this Appendix.
‒ Gas Utility: NEE $51.8 million up from $50.0 million
2 down $1.0 million reflecting lower employee-related expenses and
integration costs
‒ Gas Marketing: NEE $1.4 million up from ($0.3) million, on higher volumes and increase in trading and storage optimization ‒ Other expenses up $1.1 million reflecting higher interest costs from addition
3 of $127 million up 4% from prior year
Spire | Investor Presentation - February 2017 22
1See Net economic earnings (non-GAAP) reconciliation later in this Appendix. 2See EBITDA (non-GAAP) reconciliation later in this Appendix.
Spire | Investor Presentation - February 2017 23 (Millions, except earnings per share)
Earnings by Segment Gas Utility
$ 51.8 $ 50.0
Gas Marketing
1.4 (0.3)
Other
(5.7) (4.6)
Net Economic Earnings (non-GAAP)1
$ 47.5 $ 45.1
Net Economic Earnings Per Share (non-GAAP)1
$ 1.04 $ 1.04
Other Key Metrics EBITDA2
$ 127.4 $ 122.1
Cash Flow from Operating Activities
10.3 33.5
Capital Expenditures
89.3 62.4
Long-Term Debt (incl. current)
2,071.3 1,838.9
Short-Term Debt
506.4 377.1
Average Shares Outstanding - Diluted
45.7 43.4 FY17 FY16
Mobile RSE Review Missouri ISRS filing 2017 RSE: Alagasco & Mobile Gas
‒ Rates effective December 1 ‒ Based on FY17 budgeted revenue, operating expenses and capital spending
‒ Requested $3.3 million for Laclede Gas and $2.9 million for MGE ‒ If approved, combined annual run-rate becomes $49.2 million
‒ Laclede Gas, MGE anticipate filing concurrent rate cases in April 2017 ‒ Can extend up to 11 months, pointing to a mid-year FY18 effective date for any rate changes
Spire | Investor Presentation - February 2017 24
Oct. Nov. Dec.
Feb. Mar. Apr. May Jun. Jul. Aug. Sept.
Missouri general rate cases
‒ Cost-of-service, rate base and capital structure determined using historical test year ‒ Both utilities have weather mitigated rate designs and mechanisms to address purchased
gas costs, pensions and energy efficiency investments
‒ Enables accelerated cost recovery of infrastructure investment with minimal regulatory lag ‒ In effect since 2003
(also appoints the Chairman)
‒ Daniel Y. Hall (D), Chairman
– Maida Coleman (D)
‒ Stephen M. Stoll (D)
– Scott T. Rupp (R)
‒ William P. Kenney (R)
Spire | Investor Presentation - February 2017 25
1RRA is Regulatory Research Associates.
‒ Annual rate-setting process with quarterly reviews for potential rate reductions ‒ Rates set based on retained shareholders’ equity
‒ Includes current recovery on planned capital spend
‒ Incentive to manage O&M costs relative to target benchmark ‒ Sharing with customers outside of band
‒ Gas costs, weather normalization and certain other non-recurring costs ‒ Opportunity for enhanced return on certain infrastructure investments at Mobile Gas
‒ Twinkle Andress Cavanaugh, President (R) – 2020 – Chris “Chip” Beeker (R) – 2018 ‒ Jeremy H. Oden (R) – 2018
Spire | Investor Presentation - February 2017 26
‒ Filing by September 15th with rates effective November 1st (June 30th test year) ‒ Provides for annual rate performance reviews rather than periodic rate cases
‒ 50% of the amount over the allowed return going to a rate reduction, or ‒ 75% of the deficiency toward a rate increase
‒ 3-year pilot put into place December 2015 for up to $5 million in investment ‒ Qualified industrial development projects earn a 10-year supplemental return at 12.00% ROE
‒ Brandon Presley, Chairman (D) – 2020 (Northern District) ‒ Cecil Brown, Vice Chair (D) – 2020 (Central District) ‒ Sam Britton (R) – 2020 (Southern District)
Spire | Investor Presentation - February 2017 27
‒ $50 face value per unit consisting of:
‒ 6.75% cash coupon: 2.00% interest on notes, 4.75% contract payment
‒ Conversion based on stock price (average for 20 days prior to settlement date)
‒ Present value of forward contract payments recorded as liability, offset to shareholder equity
‒ Interest expense receives normal financial statement and tax treatment ‒ Remarketed at year 3 for the remainder of original term
Spire | Investor Presentation - February 2017 28
Income tax effect of adjustments is calculated by applying federal, state, and local income tax rates applicable to ordinary income to the amounts of pre-tax reconciling
exclude the impact of the equity offerings to fund the acquisitions of MGE, Alagasco, and EnergySouth in fiscal years 2013, 2014, and 2016, respectively. The weighted average shares used in the NEE per share calculation and the GAAP diluted EPS calculation were 22.5 million and 26.0 million, respectively, for FY13; 32.7 million and 35.9 million, respectively, for FY14; and 43.5 million and 44.3 million, respectively, for FY16.
Spire | Investor Presentation - February 2017 29
2011 2012 2013 2014 2015 2016 Total Spire Diluted Earnings per Share (GAAP) $ 2.86 $ 2.79 $ 2.02 $ 2.35 $ 3.16 $ 3.24 Adjustments, pre-tax: Unrealized (gain) loss on energy-related derivatives (0.11) (0.02) 0.04 (0.04) (0.07)
(0.03) 0.01 0.01 Realized (gain) loss on economic hedges prior to the sale of the physical commodity
0.06 (0.04) Acquisition, divestiture and restructuring activities
0.67 0.82 0.23 0.21 Gain on sale of property
0.04
(0.31) (0.02) (0.06) Weighted average shares adjustment
0.27
Net Economic Earnings Per Share (Non-GAAP) $ 2.79 $ 2.79 $ 2.87 $ 3.05 $ 3.19 $ 3.42 Fiscal Years Ended September 30,
1Income taxes are calculated by applying federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items. 2Net economic earnings per share is generally calculated by replacing consolidated net income with consolidated net economic earnings in the GAAP diluted EPS calculation.
(Millions, except per share amounts)
Gas Utility Gas Marketing Other Total Per Diluted Share2 Three Months Ended December 31, 2016 Net Income (Loss) (GAAP) 51.7 $ (0.8) $ (5.7) $ 45.2 $ 0.99 $ Adjustments, pre-tax: Unrealized loss on energy-related derivatives
0.08 Lower of cost or market inventory adjustments
physical commodity
0.1
(0.03) Net Economic Earnings (Loss) (Non-GAAP) 51.8 $ 1.4 $ (5.7) $ 47.5 $ 1.04 $ Diluted EPS (GAAP) 1.13 $ (0.02) $ (0.12) $ 0.99 $ Net Economic EPS (Non-GAAP)2 1.13 $ 0.03 $ (0.12) $ 1.04 $ Three Months Ended December 31, 2015 Net Income (Loss) (GAAP) 49.3 $ 2.3 $ (4.7) $ 46.9 $ 1.08 $ Adjustments, pre-tax: Unrealized gain on energy-related derivatives (0.1) (4.8)
(0.11) Lower of cost or market inventory adjustments
0.01 Realized gain on economic hedges prior to the sale of the physical commodity
1.2
1.3 0.03 Income tax effect of adjustments1 (0.4) 1.7
0.03 Net Economic Earnings (Loss) (Non-GAAP) 50.0 $ (0.3) $ (4.6) $ 45.1 $ 1.04 $ Diluted EPS (GAAP) 1.14 $ 0.05 $ (0.11) $ 1.08 $ Net Economic EPS (Non-GAAP)2 1.15 $
(0.11) $ 1.04 $ Spire | Investor Presentation - February 2017 30
1EBITDA is earnings before interest, income taxes, and depreciation and amortization.
(Millions)
2016 2015 Net Income 45.2 $ 46.9 $ Add back: Interest Charges 22.1 19.0 Income Tax Expense 22.3 22.5 Depreciation & Amortization 37.8 33.7 EBITDA 127.4 $ 122.1 $ First Quarter Ended December 31
(Millions)
Equity Debt Total Equity Debt Total
Capitalization Per Balance Sheet $ 1,796.7 $ 1,821.3 $ 3,618.0 $ 1,768.2 $ 1,820.7 $ 3,588.9 Current Portion of Long-Term Debt
250.0
250.0 Reclassify Equity Units 143.8 (143.8)
(143.8)
$ 1,940.5 $ 1,927.5 $ 3,868.0 $ 1,912.0 $ 1,926.9 $ 3,838.9 % of Total 50.2% 49.8% 100.0% 49.8% 50.2% 100.0%
As of December 31, 2016 As of September 30, 2016
Spire | Investor Presentation - February 2017 31