Brent Bilsland
Analyst · Texas Capital
Thank you, Sean, and good afternoon. Before we get into the details, there are 3 points from the quarter I want to highlight. First, Merom generated more than 1.4 million megawatt hours with 1 unit maintenance outage for part of the quarter. Second, we made our third large Merom sale of the year with record capacity pricing. The capacity and energy pricing combined is over $80 per megawatt hour and about 95% of Merom's accredited capacity is now sold through 2035 to investment-grade utilities. Third, we are working towards a final investment decision on Turtle Creek before the end of the year. Over the next 24 months, we'll seek to roughly double an $800 million project into $1.6 billion of value, which we'll walk you through further during the call. With those highlights in mind, we'll cover 5 topics this afternoon: how Merom is running, how we're contracting it, where Turtle Creek stands, what comes next, how, where and when we expect to create value and how we intend to finance the remainder of Turtle Creek project. Todd will take you through the numbers. First, operations. Merom's uptime improved significantly during the quarter. As previously discussed, we took a major scheduled outage on one of the units at Merom in the second quarter. As planned, the outage ran into July. And when the unit came back, there were some teething issues as you'd expect after one of the largest maintenance outages we have ever performed. Once those resolved, both units ran well through the rest of the quarter. All said, Merom generated more than 1.4 million megawatt hours in the quarter with 1 unit in scheduled outage for part of it. For reference, our forward sales table assumes 5.2 million megawatt hours of annual generation. Energy prices are up roughly 20% this year, and the forward energy curve is up as well for the next several years. At those prices, the market is calling for Merom to run nearly all the time. So the question at Merom is a simple one. How many hours each year are the units available? The market is valuing Merom's operation at a high price, and we are focused on investing in the plant to make it run as much as possible. At Merom, we focus on 3 things: people, plant and process. Starting with people, we were fortunate to add several very talented operators to key management positions this year. Good operators want to work at a plant with a future, and Merom has one. Long-term contracts and an owner putting money into the machine and its reliability. When it comes to the second quarter, the planned maintenance outage was a big item on the list and is complete. We will keep investing in the plant's mechanical systems so the units are available more hours each year. On process, we're introducing AI tools to help our people see problems coming and find solutions sooner. This includes an operational AI tool that integrates real-time data to interpret and anticipate problems within the plant and provide proactive solutions that help reduce downtime. Our second topic is contracting. This year, we have had great success contracting Merom's output. We made large sales in March, May and October, each priced higher than the one before, and the forward sales book now sits at about $3 billion, including $0.5 billion of intercompany coal sales. The details are in the forward sales table in the October release and again in this afternoon's earnings release. About 95% of Merom's accredited capacity is under contract through 2035 and roughly 2/3 through 2040. Taking capacity and energy together, we're selling at $46 a megawatt hour for the rest of this year, $59 next year, $70 in '29 and $75 from '31 through '35. That position provides revenue visibility subject to unit contingencies, volume options and other terms described in our filings. These are the blended per megawatt hour figures in the forward sales table, which use the tables generation assumptions and include our estimates of energy revenue. The majority of those sales are with investment-grade utilities or carry a parent guarantee from one. Historically, these are very reliable agreements. We believe the credit risk in our book is low. Our revenue, therefore, largely depends on what we can control, keeping Merom available to run. As demand for electricity has grown, the prices we have contracted have risen with each sale, and we believe that gives us a good line of sight to development opportunities such as Turtle Creek. We are proud of this book, strong margins, investment-grade customers and high-quality long-term contracts, all of which we believe are key differentiators for our company. We generally target selling about half of our output as unit contingent energy, 1/4 is firm and 1/4 is merchant. Unit contingent means that the unit is down, we don't have to bid it into the day-ahead market. It also means we can take a unit down for maintenance without owning the market for power we aren't making. The exposure that remains is a unit that trips after we have committed it for the day, in which case, we cover the balance of that day. That happened a few times this year and partially offset our results in the third quarter. And it's one more reason we're focused on increasing the reliability of Merom's hours. Unit contingent is lower risk than a firm sale, and it prices roughly at a 15% discount to firm energy. Let me describe the October agreement in some detail because it shows what we mean by quality. The deal is about $700 million of capacity and energy over 6 years beginning in 2029 at the highest capacity price we have contracted to date, more than 20% above the pricing we reported in March. Roughly $420 million of the $700 million is our estimate of unit contingent energy revenue rather than a fixed commitment. Capacity and energy together, the price is over $80 per megawatt hour, the highest number on our forward sales table. I want to be very clear about one point. We sold to an investment-grade utility, not a data center. Data centers may be driving nearly all the growth in utility load, but our counterparty is an investment-grade utility that serves its whole territory, and it pays us whether any particular data center gets built or not. The energy sale is unit contingent and the utility may only reduce its purchases to 0 for up to 90 days per contract year. The price carries a fuel floor and recovers excess fuel cost. So the customer, not Hallador, carries fuel risk for the life of the contract. The agreement took effect on signing and required no regulatory approval, and there are no margin calls. We can see some economics to reduce our risk, and the contract is structured to protect our margins over a long period of time. All of these factors combined point to the value of Merom. The financing trouble that has made headlines in the AI industry recently involves the Neo cloud. Companies that buy computing hardware with borrowed money and rent it out with little revenue from anything else. The hyperscalers borrow too, but they borrow against investment-grade balance sheets and hundreds of billions of dollars of operating cash flow from businesses that have little to do with AI. We understand why the credit market is nervous about the Neo clouds, but they are not our customers, and they are not our credit risk. Nearly all of our contracts are with investment-grade utilities and cooperatives will carry a parent guarantee from the utility. And the utilities customers are the ratepayers of Indiana and the hyperscalers, which have deep access to capital. We believe demand for accredited capacity in our market will keep rising in the near term and the long term. The AI race is really about which companies can get enough power, and we are in that race as the supplier to the utilities. A few weeks ago, a utility in Northern Indiana announced a 20-year agreement to serve a hyperscaler's data center campus, requiring about 1.1 gigawatts of new resources starting in 2028. And the hyperscalers have signaled larger capital budgets for 2027 versus this year. The supply side moves slowly. MISO's traditional interconnection process is backlog for years. The grid moves far more slowly than Silicon Valley because it's regulated and it needs permits. Turtle Creek is gaining access to the grid through MISO's expedited program, and I'll say more about that in a moment. The equipment to build power plants is sold out through 2030 and beyond. And buyers are hunting for gas turbines on the secondary market, which is where we bought the Turtle Creek turbines. The new gas plants announced in Indiana won't arrive until 2029 and later. So our project has a cost advantage and a speed-to-market advantage. The data center build-out faces headwinds in this country. States such as Texas and Virginia and others have slowed or paused their data center build-outs. But roadblocks elsewhere route projects to Indiana. Indiana is open for business. Put it together, demand is rising here, supply can't answer for years and data center projects are arriving from elsewhere. We believe demand is likely to keep outstripping supply in our market for some time. That is what the pricing and our own contracts has been telling us. Against that backdrop, we are pursuing additional long-term contracts for both Turtle Creek and Merom. Our third topic is Turtle Creek. The turbines and generators have been exported from the Philippines. Title has transferred to Hallador, and we expect the equipment to arrive in the United States later this year. The turbines and generators have never been operated. We have filed the air permit application. And since we last spoke, MISO has notified us that the interconnection study, which ran through MISO's expedited resource addition study program is complete. We are now finalizing the interconnection agreement, which has not yet been executed. Our goal is a final investment decision on Turtle Creek before the end of the year, which remains subject to Board approval. We are finalizing the engineering and construction agreement and the bids and purchase orders for the balance of the equipment. Commercial operation is targeted for the second half of 2028 as announced earlier this year. Some have asked why we would make a final investment decision without signed offtake agreements. The answer comes down to scarcity. Turbines are scarce, and we own ours. Interconnections are scarce, and ours is nearly done. The MISO study is complete, and we are finalizing the agreement. Buyers for the output are not scarce. Turtle Creek is a gas plant, and we have seen interest from roughly 4x as many parties in its output as in Merom's because there are fewer restrictions on who can buy gas. We are targeting to sign long-term contracts for Turtle Creek's output early next year. On fuel, we're contemplating tolling the units where the customers bear the cost of the gas, which is intended to limit our exposure to gas price and fuel availability risk. Our fourth topic is where value comes from. We believe our share price today ascribes little or no value to Turtle Creek. I want to highlight 2 ways to look at it. The first is the steps. Turtle Creek is by our current estimate, roughly an $800 million project, and our goal is to turn it into roughly $1.6 billion of value in about 24 months. We think about value creation in 4 steps: acquisition of the equipment, permitting, commercialization and operation of the plant. Based on our current estimate, we believe each step has the potential to contribute approximately $200 million of value above our cost or about $800 million in total once the project is complete. The first step is largely done. We bought the turbines at a discount because they were located on the other side of the world in the Philippines and had to be disassembled for shipping. They are no longer in the Philippines. Title has transferred, and they are on their way to the United States. And we expect refurbishment by Siemens to begin in the coming months as they bring it up to new spec. The second step, the permits and entitlements is being finalized, the air permit, the land, the water, the pipeline capacity and the interconnection agreement. Once those 2 steps are complete, with the equipment here and the interconnection agreement in hand, we believe the project has the potential to be worth roughly $400 million more than its total cost. The third step is the contracts. We are negotiating them now, and we are targeting early 2027. Long-term contracts can add substantial value and make the balance of the project easier and cheaper to refinance. The fourth step is commercial operation in the second half of 2028. A running contracted plant is worth more than one under construction for obvious reasons. What these steps are ultimately worth depends on 2 things we don't fully control, how much margin is in the contracts we sign and what the market pays for a contracted stream of cash flow when we get there, which moves with interest rates and prevailing market conditions. The second way to look at Turtle Creek is what buyers have actually paid for assets like this. In June, TransAlta paid about $1 billion for 318 megawatts of new fully contracted gas peakers near Denver under tolling agreements of 25 years or more with investment-grade cooperatives. These are different assets with different contracts sold at different times and transaction outcomes can vary materially, but it is a recent public price for gas generation under long-term utility contracts, which is what we are building and an example of what may be achievable in the current market. Obviously, there are many factors that will impact the long-term value of our project, but I want you to understand what we see, a project we believe the market values little today, and we believe can be worth substantially more in roughly 24 months. Our fifth and final topic is financing Turtle Creek. In September, we entered into a $600 million senior secured construction bridge term loan facility with a term out option, of which $550 million was funding at closing. The financing funds a significant portion of the project. We are also finalizing a $75 million revolver. We expect to finance the balance of the capital before Turtle Creek comes online through some combination of debt, project financing, equity or the sale of part of Turtle Creek. Our stated objective has been little or no dilution to our shareholders, and that has not changed. The timing will depend in part on the outcome of our efforts to contract the plant's output. The terms of the loan are in our filings until we refinance excess cash after commercial operations goes to repay the loan and the lenders earn a minimum return. We took that structure because it funded most of the project with debt and no dilution. We may seek to refinance the loan once Turtle Creek is commercialized, meaning somewhere between signing the contracts and shortly after commercial operation. A contracted plant may be able to borrow at longer terms and lower rates than our current construction bridge term loan. Todd will review our interest expense, which includes both cash and paid-in-kind interest. We have many options. We can own Turtle Creek for decades. We could sell all or part of a contracted plan. Our attention right now is on getting Turtle Creek to a final investment decision, contracting the plant, building it and achieving the goals we described on our call today, which we believe will deliver substantial long-term value to our shareholders. With that, I'll turn it over to Todd.