Hello. My name is Cynthia, and I will be your conference facilitator. At this time, I would like to welcome everyone to the MDU Resources Group 2023 Third Quarter Conference Call. All lines have been placed on mute to prevent background noise. After the speakers remarks there will be a question and answer period. [Operator Instructions]. The webcast can be accessed at www.mdu.com under the Investor Relations heading. Select Events and Presentations and click Q3 2023 Earnings Conference Call. After the conclusion of the webcast, a replay will be available at the same location. I would now like to turn the conference over to Jason Vollmer, Vice President, Chief Financial Officer and Treasurer of MDU Resources Group. Thank you. Mr. Vollmer, you may begin your conference.

Thank you, Cynthia, and welcome, everyone, to our third quarter 2023 earnings conference call. You can find our earnings release and supplemental materials for this call on our website at www.mdu.com under the Investor Relations tab. Leading today's discussion along with me will be Dave Goodin, President and CEO of MDU Resources. Also with us today to answer questions following our prepared remarks are Stephanie Barth, Vice President, Chief Accounting Officer and Controller of MDU Resources; Nicole Kivisto, President and CEO of our Utility Group; Rob Johnson, President of WBI Energy; and Jeff Thiede, President and CEO of MDU Construction Services Group. During our call, we will make certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Although the company believes that its expectations and beliefs are based on reasonable assumptions, actual results may differ materially. For more information about the risks and uncertainties that could cause our results to vary from any forward-looking statements, please refer to our most recent SEC filings. We may also refer to certain non-GAAP information. A reconciliation of any non-GAAP information to the appropriate GAAP measure, please reference our earnings news release. Along with our earnings release this morning, we announced in a separate news release that our Board of Directors approved a plan to spin off our Construction Services business to the shareholders of MDU Resources, which will result in 2 independent publicly traded companies. The spin-off is expected to be tax-free to MDU Resources and its shareholders and be complete in late 2024. You can also find this release on our website at www.mdu.com. Dave will provide additional information on the spin-off later during the call. Prior to handing the call over to Dave for his formal comments and his forward look, I will provide…

Thank you, Jason, and thank you, everyone, for spending time with us today and for your continued interest in MDU Resources. Today is an exciting day for our company, as we announced our plan to spin off Construction Services business from MDU Resources. Back on November 3 of last year, we announced the undertaking of a strategic review of this business and completed that review with the subsequent announcement on July 10 this year that we would pursue a tax advantage separation of the business. At that time, we mentioned our focus was determine the best method and timeline to effectuate a separation, which we are excited to announce today. We expect this spin-off to significantly enhance the value within our businesses and achieved our stated goal of transforming MDU Resources into a pure-play regulated energy delivery business. I'd like to start by discussing our third quarter results and outlook at each of our businesses before providing an overview of the spin-off announcement. Our strong third quarter results continue the trend we have seen throughout 2023 of outstanding performance from all of our companies. We have had an active regulatory schedule in 2023 for our regulated energy delivery businesses and have seen the benefits of new rate implementations at our Electric, Natural Gas and Pipeline businesses. Our Construction Service business continues to report record results and has a strong backlog moving into the end of the year. And all of our businesses have exciting opportunities as we look to the future. At our Utility business, electric retail sales volumes for the third quarter were 36.6% higher than last year, and year-to-date are 23% higher than this time in 2022. This quarterly increase is largely from serving a data center customer that was brought online here in the second quarter of…

[Operator Instructions]. Your first question comes from the line of Dariusz Lozny with Bank of America. Please go ahead.

Dave, maybe just on the spin that was announced today. Just -- I know you guys considered a range of, I think, what you referred to as tax advantage strategies, can you talk a little bit more now that the announcement is out there just sort of about the -- how that process went, maybe other avenues that you considered before finally landing on this one? And also to the extent that you can, are there any dissynergies that you anticipate from the spin-off, such as possibly higher public company costs for what will relatively small stand-alone CSG?

Yes, yes, certainly. So specific to the spend areas, certainly, this has been a strategic review focus of ours really for the last year, and as we updated the market back in mid-July as to our look to a tax-advantaged separation of the business. Clearly, today, we're more clearly defining that as to a tax-free spin of the business. We have looked to effectuate in -- by late 2024. And so I would say we looked at the broad range of possibilities there. Ultimately, along with our Board, we decided that we believe for the -- optimize the value, likely create the most value for this business. We look to do what we just really did with Knife River. Essentially, we've created some institutional knowledge there as well. But ultimately, we do believe a tax-free separation via spend is look to optimize the value of the business.

And I can jump in on the dissynergies question, Dariusz. This is Jason. As we look at this, you're correct. As we think about separating and standing up a separate public company here, there would be some additional public company costs. CSG pays a portion of those today as a segment of the MDU Resources companies here, but I have a full load of that, you could say on a stand-alone basis. What I would say is that we will provide more updates on that as we put together our Form-10 and get ready to show the pro forma financial information. But in addition, I think that was a piece of the decision-making process that we look through here as well. And we really feel the benefits of a stand-alone business here and separating these businesses by far, all weigh any dis-synergy type expenses that we would see in the valuation of the business.

Maybe just one more around that transaction. As far as RemainCo, MDU, I know you guys will give more fulsome updates in the future. But I mean, it'll probably look in terms of business mix, risk profile, probably similar to some publicly traded peers. Do you anticipate a similar capital structure and financing mix as some of your publicly traded mostly regulated peers.

Yes, Dariusz, this is Jason again. I think you're correct. We're looking at a pure-play regulated entity on a go-forward basis. And I think the capital structure and the financing and as Dave mentioned, one of the benefits of these separations as we look at separating the services business via spin office to really give each of these companies a distinct capital structure that really makes them competitive within the industries that they participate.

If I could sneak in one more. And this is just yes, this is on the CSG results that were reported, it seems like a bit of a tick down in the revenue and gross margin contribution from your industrial customers. I was wondering if that's maybe a timing or just a quirk of the backlog or if there's anything -- any kind of trend that you're recognizing there?

Thanks for that question, Dariusz. Jeff's on the line, I'll have him dig into that detail.

You hit it right on the head, Dariusz with the semiconductor work that we have completed is going to be followed by additional work in this area. We've got great people and historical success with the relationship from a number of our customers. We are in more geographic locations, not just in the Pacific Northwest, but also in the Southwest, and also in the Ohio area, where we expect continued workloads and available work packages, and we do have the resources to be able to accomplish that work and we'll look forward to rebuilding that. But yes, that was just a point in time.

Dariusz, if I could maybe just add a little bit. I think your point about one segment having a certain type of quarter, certainly offset by other segments in that business as we think kind of top line in that business at CSG, again, the record quarter, the record EBITDA and the year-to-date results, we feel very confident in that as we think about the rest of the year. Any other questions or follow-up, Dariusz?

No, not at this time. I'll let others in the queue ask. I'll just say congratulations to Dave and also to Nicole on the appointment. Thank you very much.

Thank you, Dariusz.

Your next question comes from the line of Chris Ellinghaus with Siebert Williams Shank.

Congratulations to Nicole and to Dave, and thanks so much for all the good conversations over the years, Dave. I appreciate it. Can you talk about -- you had an Analyst Day scheduled, what's changed in terms of your thought process that made you want to change when you give your update.

Chris, appreciate the commentary earlier. I appreciate working with you over the years here as well. So we just felt given today's announcement and the timing of this clarity, if you will, on how we're looking to separate the Construction Services business and the timing of that slated for late 2024 that we just felt probably first quarter '24 would just be a more appropriate timing to give a more fulsome update into the marketplace, more kind of what the RemainCo story looks like and how that can kind of build on itself along with greater clarity on Construction Services. And there's a number of end markets there to be describing. And I think in our opinion, there'd be enhanced investor interest as knowing the separation being a separate publicly traded company, which is our target. We just thought there was probably a more appropriate timing.

When you get to that late first quarter meeting, do you anticipate having greater clarity on the form that the transaction might take?

That's certainly part of this as we work through this, and we would expect to have participants -- all the principles of those business units, certainly Nicole leading the group, but the electric and gas business, the pipeline business is the RemainCo story. And then obviously, Jeff, as part of the -- and his team as part of the CSG SpinCo story.

And one last question for Jeff. Jeff, has the sort of improvement in your outlook for margins this year, throughout the year, giving you any insights into what your outlook for next year might look like?

I'm really confident in our ability to continue to perform at a high level -- on a record level with our company. Part of our margin improvement has been due to getting our MSAs and also our jobs that we are in preconstruction in, getting pricing updates to be able to update the labor increases, fuel increases, equipment costs that we've had. In addition to that, the ability to execute in the field, that's crucial to our business. And we've gotten better through our prefabrication initiatives. We've got better through our planning. And of course, our field personnel and the management staff that supports them have all stepped up. And that's put us in a good platform and a good position to be able to spin go forward and continue to provide exceptional shareholder value.

Your next question comes from the line of Ryan Levine with Citi. Please go ahead.

I guess to start off, in terms of the time line, so you highlighted that the intention to do the spin by the end of next year. What are the key milestones that really need to be achieved to hit that deadline. And in the disclosed material, there was reference to private letter rulings and other contingent items. What's the challenge there? What's the confidence level that you're going to be able to achieve the targeted time line?

Ryan, I'm going to ask Jason Vollmer to lead off there. Jason really led from an internal perspective, our Knife River spin and all the activities associated with that. And coincidentally, I've asked him to lead this effort. So I'll ask Jason because he can talk with detail there, but I think you're looking kind of for the high-level work streams here.

Yes, absolutely. I can dive into a few of those. So you're right, there are some major items that we see, whether it's potential for a private letter ruling, looking at the Form-10 process, getting through the SEC comment process, we look to stand this up carving out financial statements and making sure we have everything audited and separated at the right level and developing that investor story and forecasting here. Those are all things that I think -- the nice thing is we've got a lot of experience with this. We just came out of a Knife River transaction, where we were able to get this done. And what we thought was a pretty timely manner and certainly work through that and set up a successful stand-alone company there. We've used a lot of lessons learned, I think, throughout that process to look at the CSG process here and say what we think is a aggressive but achievable time goal to be able to get this where we need to be. So we've got a high level of confidence in the team's ability to be able to move through this and get this done in a timely manner. And we really feel like that time frame gives us a great opportunity to be able to do the diligence we need on this project and get this set up as a very successful public company.

And I guess recognizing that some of the final capital structure is to be determined, but maybe moving to the fundamental business for CSG on a go-forward basis. Can you speak to where you think the backlog mix will be within the next year in terms of different customer types or industries that you're targeting?

Yes, Ryan, I'll ask Jeff Thiede to comment on kind of a future look at backlog and certainly split between T&D and E&M as we think about the major segments to that business. Jeff?

And thanks, Ryan, for your question. Our backlog has always been broad-based. You're currently building some of the most innovative and largest projects in multiple geographic regions and in the markets that we serve. And these projects include but really aren't limited to mission-critical data center work, semiconductor manufacturing, health care, renewables and of course, hospitality gaming projects in the entertainment sector. And there are more of these type of projects on a radar in the future. In our T&D sector, Transmission and Distribution work, including wildfire mitigation, traffic signal work are on our top 10 backlog list. And we are currently underway on 2 significant transportation projects in the Kansas City area in addition to our MSA and substation work for our utility customers. Again, this illustrates our diversification as a company and how we have the ability to capitalize on the current market and then, of course, pivot to expanding markets for continued success I see more of the same type of work. But as markets adjust, we will allocate those resources and that will include, of course, capturing some more of the Infrastructure Investment and Jobs Act and Inflation Reduction Act work. We have the experience in these areas, and we'll continue to positioned for those to be -- adding those projects and those opportunities in our backlog and executing successfully.

And then one follow-up. In terms of that mix, particularly on the on the renewable and utility work. Are you seeing any slippage in time line or delay in projects as you're looking out over the next 12 months?

We're not seeing any project delays over the next 12 months. So that's all positive. We are in preconstruction on more than several projects that are going to add to our backlog going forward. So looking forward to continuing that momentum and building upon our Q3 record performance.

[Operator Instructions]. Your next question comes from the line of Brian Russo with Sidoti. Please go ahead.

Just a follow-up on the renewables. Just looking at the third quarter revenue, looks like renewables were down on CSG, of course, was down quite significantly. And again, it was down for the 9 months ended September. While I see margins up, I just thought if you could just comment on the revenue trends there. If you're seeing any near-term slowdown or projects being pushed to the right.

Jeff?

We had a large project complete in Las Vegas. We've also picked up additional work in the renewable solar area in Ohio and in the Midwest. We do have several projects on our radar screen in the Midwest and are currently also looking for an increase of our backlog in the renewable solar market in the Las Vegas area, going forward. We did have a completion of 2 very significant projects in the Pacific Northwest, and those projects are completed. And I think that's what is affecting the numbers that we've reported out here. So we have the capabilities on the solar workforce also the EVs, electrical vehicle, we've worked in manufacturing facilities. We've done quite a view of the charging stations. So we've got the experience. We see that this is a good opportunity going forward. We're positioned well for it, and we'll be able to build upon that as those opportunities come forward.

And then switching gears [Audio Gap] in terms of rate cases and what's already completed. The only thing left, right, is the Washington gas case? And given that, correct me if I'm wrong, but that's about 20% to 25% of your overall utility operations. Could you just add more color -- maybe the accumulating rate base looks like or remind us when the test year of the last rate case that concluded was.

I can go ahead and take that. Thanks for the question, Brian. So yes, I'm really proud of the team's work as we think about the overall regulatory activity that we have undertaken, obviously, a lot of that was highlighted in the news release. So you have seen what we've done historically, and certainly, that has added to our ability to improve our ROE over the last trailing 12 months. So really proud of the team's work there. In terms of your question on go ahead, what we're doing in the ensuing year. Yes, the one we've highlighted in the remarks is the Washington multiyear case. So this will be the first year that we'd be using the multiyear case in that state. We recently implemented rates in the state here last year and we'll be filing for the multiyear case here next year. In addition to Washington, though, I would comment that we are looking at 3 other states for filings later in the year next year. So most likely, we would be filing addition to Washington and 3 other gas jurisdictions. With respect to the overall percentage, you've got that approximately right. But keep in mind that we've got Washington and Oregon that operate under the Cascade brand. So Washington would be the larger state of those 2. Did that answer your question?

Yes, it did. And just one quick follow-up. I think in Washington state, is it a 11-month statutory period to conclude rate cases you file in early '24, we can assume that you'll have full rates in effect in 2025.

You are correct. It's an 11-month statutory. So if we file in the first quarter, whatever date we filed 11 months from there would be the assumed implementation date.

And then just switching to the transmission. MISO Tranche 1 projects that you're working on. Any updates on the development there? Is everything on time and on schedule and aligned with your capital forecast?

We have been working with our partner and have hosted several open houses in some of the communities that would be in the line of sight in terms of that project. Everything right now, it's obviously early stages, but everything right now is on time, and we have not changed the overall budget. So as a reminder, a partner on that project. Total project costs are estimated at $440 million, our share of which would be $220 million, and that is included in our forecast and will continue to be included at that rate as we think about a new updated forecast that we would be bringing to the market here later in November.

And Dave, good luck in your future. Appreciate working with you.

Thank you very much, Brian.

[Operator Instructions] The webcast can be accessed at www.mdu.com under the Investor Relations heading, select Events & Presentations and click Q3 2023 Earnings Conference Call. After the conclusion of the webcast, a replay will be available at the same location. At this time, there are no further questions. I would now like to turn the conference back over to management for closing remarks.

Well, thank you all for taking the time to join us here on this third quarter earnings call. We are excited about today's announcement of the planned spin-off of MDU Construction Services Group. And look forward to keeping you updated as we progress through the separation process. We are optimistic about our growth opportunities and future regulated energy delivery projects and excited about the strong demand and performance of our construction service business. We thank you again and appreciate your continued interest in and support of MDU Resources. And with that, I'll turn it back to you, the operator, Cynthia. Thanks again.

This concludes today's MDU Resources Group conference call. Thank you for your participation. You may now disconnect.