Spire Inc. (SR) Q4 2013 Earnings Report, Transcript and Summary

Good day, and welcome to today's webcast entitled "The Laclede Group Fiscal 2013 Earnings Conference Call". My name is Todd, and I will be your web events specialist today. [Operator Instructions] It is now my pleasure to turn the webcast over to Scott Dudley, Director of Investor Relations. Scott, the floor is yours.

Thank you. Good morning, and welcome to our earnings conference call for fiscal 2013. We issued a news release this morning announcing our financial results, and you can access that the release on our website at thelacledegroup.com and that's under the News Releases tab. Today's call is scheduled for up to an 1 hour and will include discussion of our results and a question-and-answer session at the end. Prior to opening up the call for questions, the operator will provide instructions on how to join the queue. On the call today are Suzanne Sitherwood, President and CEO; and Steve Rasche, Senior Vice President and CFO. Also in the room with us are Steve Lindsey, Executive Vice President and Chief Operating Officer of Distribution Operations; and Mike Spotanski, Senior Vice President and Chief Integration and Innovation Officer. Before we begin, let me cover our Safe Harbor statement and use of non-GAAP earnings measures. Today's earnings conference call, including responses during the Q&A session, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements speak only as of today, and we assume no duty to update them. 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. A description of the uncertainties and risks factors can be found in our annual report on Form 10-K, which will be filed later today. In our comments, we will be discussing financial results in terms of net economic earnings, a non-GAAP measure used by management when evaluating the company's performance. 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 impacts related to the MGE acquisition. A full explanation of the adjustments and a reconciliation of net income to net economic earnings are contained in the news release we issued this morning. So with that, I will turn the call over to Suzanne.

Thank you, Scott. Let me add my welcome to those who've joined us, and we wish each of you a joyous holiday season and a happy Thanksgiving. This morning, I'd like to take this opportunity to recap 2013, which, by most measures, was a transformational year for The Laclede Group. Steve Rasche will follow me and cover our financial results and other financial matters in more detail in a moment. As we began our fiscal year, we made a continued commitment to pursue our strategic imperative. One of the first things we did was to ramp up communications and engagement with stakeholders; our customers, employees, regulators and the financial community. Our goal was to build an understanding of our strategy and specific plans for growth. It was a year ago, at this time, that we conducted our first earnings conference call and webcast as part of launching a formal Investor Relations program. Since then, it has been my pleasure to meet or speak with many of you to discuss the performance and upward trajectory of our company. It is my pleasure again, today. And my message to shareholders in last year's annual report, I described the company's position and growth prospects this way, "The Laclede Group is a financially strong, operationally solid company with the strategic structure and resources to grow " and grow we did as exhibited by our performance and achievements in fiscal 2013. In terms of strategy, we have consistently communicated our imperatives for achieving growth. The Laclede Group is committed to pursuing growth by first, developing and investing in emerging technologies with an initial emphasis on fueling for natural gas fleet vehicles. Second, investment in infrastructure with the focus on capital spend to upgrade our infrastructure and other pipeline expansions. Third, acquiring businesses to which we can apply our operating model, particularly LDCs and fourth, leveraging our current business unit competencies developed from more than 150 years in the natural gas industry. These clearly defined strategic imperatives drove our every action culminating in a transformative year for The Laclede Group. Taken individually, our accomplishments toward achieving growth over the past year are significant and comprehensive. And they highlight our commitment to focused execution across every measure as a means to deliver on our strategic imperatives. Taken collectively, our accomplishments reflect something more, how a finely maintained management team can use disciplined strategic execution of a solid plan to push a company to the next level, to reach even higher, to grow, achieve and believe. Our employees at all levels demonstrated hard work and commitment to serving our customers well and achieving our objectives to bring about shareholder value. I believe that the steps we took to build employee engagement and accountability through enhanced communication and incentive compensation was a big part of getting everyone on the team growing in the same direction with a high level of energy and effort. Throughout the year, senior leaders completed a robust schedule of meetings to keep employees across the organization updated about our industry and our company and in particular, about our plans and progress as we pursued our initiatives. The Team Laclede meetings have become a part of our culture, and we have already added MGE employees to the schedule. With a solid strategy and supporting structure in place, the other key elements we leverage to achieve success worked with our resources. To support the expansion, our organizational structures shared services model, provides corporate services to the business unit and allows for synergies. We also named 2 new seasoned executives to the leadership team. Gas industry veterans, Steve Lindsey, of course, now heads Laclede Gas company and Steve Rasche is now Chief Financial Officer. We also recently named Ron Crow [ph], a seasoned MGE employee, to the position of VP, Customer Experience. With customers on both side of the states, it's important to having named the executive whose job everyday is to focus on the customer experience. And with industry knowledge and expertise, access to and understanding of the gas supply and distribution infrastructure and a strong financial profile supported by excellent capital market access, our strategies are a natural fit. And looking back on our accomplishments this year, the acquisition of Missouri Gas Energy was clearly the marquee achievement. We have characterized the purchase of MGE as transformational to our company. It doubled our size and solidified our position as the largest natural gas local distribution company in Missouri and the fourth largest publicly traded gas utility. At the offset, we undertook a disciplined approach and elevated this opportunity using specific criteria around strategic fit, returns and value creation. Our objective is not, and will never be, growth for growth's stake. Rather, we focus on seizing opportunities that leverage our core competencies and natural gas industry expertise. MGE allowed us to do just that and in a significant way. Due in part to our strong financial position, we were able to complete successful and cost-effective equity and debt offerings to finance the transaction. And raising the need of capital, we benefited from both strong demand for our securities, thanks to having a compelling story, a compelling transaction and favorable market conditions. With the support of outside partners, we completed careful due diligence and detailed integration planning that has enabled us to hit the ground running and bringing Laclede Gas and MGE together to deliver efficiencies, service quality and overall solid performance. We worked effectively with regulators in Missouri to get approval and close on the purchase within the aggressive schedule we set when we announced the transaction. During the same time period, we achieved a constructive settlement in our Laclede Gas rate case and other open regulatory matters in a way that enabled us to continue to earn a solid return. Steve will discuss the cost involved in integration and the related synergies. But I would just note that we're well on our way and the process is proceeding according to plan. The other major accomplishments relating to the growth of our core gas utility business, was a significant investment we made in our infrastructure. Steve will cover capital expenditures in more detail, but I would highlight that we completed the replacement of 68 miles of distribution pipeline in fiscal 2013. That's up by 2/3 compared to 2012 and in line with the increased level of investment we plan to make. I would remind you that these investments are recoverable under ISRS, the Infrastructure System Replacement Surcharge mechanism. ISRS supports earnings growth for the Gas Utility, the timely return of and return on investments in pipeline replacement between general rate cases. These investments not only enhance the safety and reliability of our distribution system, they also reduce maintenance costs going forward. We also completed our 3-year information technology initiative called newBlue to upgrade our key IT platforms, as well as integrate them. These new IT systems are already improving efficiency and customer service by providing a scalable enterprise system that supports our growth, including the acquisition and integration of other gas companies like MGE. Another element of our growth strategy that we executed on was developing and investing in emerging technologies. Last January, we launched Spire, an initiative, under which Laclede is teaming with Siemens to provide tailored end-to-end fueling solutions for natural gas vehicles. Our first project and flagship, a fueling station at Lambert St. Louis International Airport is nearing completion and is expected to be in commercial operation in just a few weeks. We are in an advanced discussions with a number of other potential customers. Operators of heavy-duty trucks, transits, waste hauler, and municipal vehicle fleet about potential projects nationally. Our strategic imperatives are all tied to growth. I'm pleased to note and have announced in our news release this morning, The Laclede Group reported that net economic earnings for fiscal year 2013 grew 3.8% to $65 million or $2.87 per share. We reported strong earnings improvement for our Gas Utility segment, thanks largely to colder weather and higher ISRS revenues despite some higher costs. Our Gas Marketing segment continued to contribute to our earnings, albeit, at a lower level. The decline in performance was in line with the expectations we shared with you previously and reflects the continuing difficult conditions in the natural gas marketplace. Let me now turn the call over to Steve for a more detailed discussion of our operating results and financial position.

Thanks, Suzanne, and good morning, everybody, and thank you for joining us on our call this morning. Let me review our fiscal year and fourth quarter operating results announced earlier today, and also provide a few updates on current initiatives, and some 2014 considerations. As a reminder, we'll focus on net economic earnings, which is just net income for fair value accounting, the impact of the MGE acquisition and its operating results for the month of September. Essentially, we set MGE off to the side for 2013 to provide the best comparability to prior year results and to provide a solid baseline upon which to evaluate our future performance. Our news release has a detailed reconciliation between net economic earnings and net income. As you would expect, we will include the full operating results of MGE going forward in 2014, including the impacts of financing required to close the deal. Net economic earnings will continue to exclude all onetime integration costs to provide a clearer view of our true run rate earnings. Let's take a look at our full year operating results. Operating revenues at just over $1 billion were down 9.6% over the prior year, as a 12% improvement in Gas Utility revenues were more than offset by declines in Gas Marketing. However, Gas Marketing volumes were actually higher by 10%, and the revenue decline reflects a change in accounting for that volume with $394 million more being recorded on a net basis, offsetting revenues and cost of revenues versus recording memos gross revenues and gross costs. A better measure of growth and scale is operating margin, or revenues less cost of revenues, essentially gas cost and gross receipts tasks. For 2013, the consolidated margin increased to $370 million from $344 million, driven by an improvement at the Gas Utility, partially offset by lower Gas Marketing results. Looking at our expenses. Reported Gas Utility operating and maintenance expenses were higher by $13 million with most of that increase due to the cost associated with MGE. Stripping those costs out, O&M costs were up only $2.6 million or 1.6% as we continue to see our cost trends flatten. The year-on-year increase reflected higher compensation and benefit costs and slightly higher professional fees, offset by lower bad debt costs. Depreciation and amortization was also higher due to our increased capital investments in pipeline replacement and IT upgrades. Interest expense was higher year-over-year, reflecting the higher borrowing to support the MGE transaction. Sorting through it all, it's interesting to note that our average interest rate on long-term debt at the end of the year was 4.35%, and it was down 212 basis points or over 2 full percentage points from the same level in 2012. Looking at incomes taxes on a full year basis, our effective GAAP income tax rate was 25% and is just under 28% if viewed on a net economic earnings basis, on track with where we expected it to be for the full year. The resulting GAAP net income and earnings per share for the year showed a large decline over 2012. However, these results include significant costs associated with the closing and early integration of MGE, including $17 million in cost we incurred to close the transaction, $3.4 million of early integration activities, offset by deferral of half that amount or $1.7 million. The dilutive impact of the common shares we issued to support the transaction, offset in part by $1.3 million benefit from the MGE earnings for the month of September, net of the interest cost incurred to finance the deal. A full reconciliation of these amounts is included in our earnings release and in the Form 10-K that we will file later today. Excluding those costs and impacts, the net resulting -- net economic earnings for the year of $65 million or $2.87 per fully diluted share were up 3.8% from our 2012 earnings of $62.6 million or $2.79 per share. This earnings growth was driven by a significant improvement in our Gas Utility earnings, again, offset by lower Gas Marketing results. Looking specifically at Gas Utility results, net economic earnings for the year improved to $56.7 million, up $8.6 million or almost 18% over the prior year. Earnings benefited from higher margins as weather returned to a more normal pattern as compared to 2012's record warmth. In addition, earnings were up due to higher ISRS revenues. These increases were offset, in part, by the higher O&M expenses and depreciation that I noted a moment ago. Turning to Gas Marketing, full year earnings were $8.9 million or $0.39 per share, down from $12.3 million a year ago but near the top of the range we guided to you last quarter. While LER remains profitable, its margins trended lower due to the continuing market pressure on basis differentials and low natural gas price volatility. And as we have discussed in past quarters, margins were also impacted by the expiration of a favorable long-term gas supply contract in December 2012. The impact of this expiration was offset, in part, by lower fixed costs, including Pipeline Transportation charges. The last of the supply contracts LAR negotiated during much more favorable market conditions expired in October of 2013 and that will impact our fiscal '14. While we have largely repriced the volumes from these 2 contracts, the new pricing reflects the lower margins of today's market. Let me touch briefly on the fourth quarter results. Stripping away the $8.9 million or $0.17 per share of MGE impacts, we posted a Q4 loss of $3.9 million or $0.17 per share, which compares to earnings of $0.02 per share in 2012. Keeping this in perspective, the fourth quarter is our seasonally lowest due to weaker customer demand during the summer months and our average loss during the fourth quarter, over the last 5 years has been approximately $0.12 per share. The loss this quarter was a bit higher due to 2 different opportunities we took to position ourselves for the future. First, we ramped up internal resources in preparation for the MGE deal approval in order to best position us for a successful day 1. And secondly, we incurred higher costs associated with our planned activities around the July go live of our work management and customer care and billing systems that, in effect, pushed some maintenance and distribution cost into this quarter and increased our depreciation and amortization. In addition to these 2 factors, we also saw our investment income come down from the unusually high levels of Q4 of last year. And Gas Marketing recorded earnings that were down $0.05 a share from the prior year, driven by the factors I've mentioned earlier. On balance, we are confident with our investments, and we believe they position us well as we fully integrate MGE and head into 2014. Turning next to the balance sheet at September 30, what a difference a quarter makes. In early August, we issued $450 million in long-term debt. Effective the end of that month, we closed on the $975 million purchase of the assets and liabilities of MGE. As a result, our balance sheet shows some fairly significant movement from last quarter and the prior year and here are some of the highlights to focus upon. Our year end balance sheet reflects the nearly final MGE purchase price allocation. There's still a couple of items outstanding, such as finalizing the net asset adjustment as provided for in the purchase and sale agreement and refining a couple of estimates. We anticipate completing those activities in the upcoming quarter. As a result, our assets, liabilities and regulatory accounts now fully reflect MGE and the excess of our purchase price over net asset value of $247 million has been reported as goodwill. That amount is at the very low end of the range that we guided at the outset, and we anticipate that this number will decrease a bit further as we resolve the open points. Capitalization section of the balance sheet also reflects our issuance of just over 10 million shares of Laclede Group common stock in late May and our successful offering of 5, 10 and 30-year first mortgage bonds with an all-in interest rate of approximately 3.2% in August. That rate also reflects the benefit of the interest rate hedges we put in place earlier this year, which resulted in a cash gain of approximately $21 million when those hedges were settled in August. That gain will be amortized over the life of the underlying debt, and this is a great outcome for us and for our customers. Taking a step back for a second, we were able to offer just under 40% of our shareholder equity and to double our long-term debt and do it in a way that secured outstanding pricing and demand in the marketplace. We increased our analyst coverage, deepen our pool of institutional investors and materially increased our equity flow. And our resulting post-deal capital structure remains very strong with a long-term capitalization of over 53% equity. In addition, we renewed our credit facilities for a full 5 years and expanded them a total of $600 million with the effective date of the MGE deal closing, giving us significant headroom to support our working capital and investment needs going forward. At quarter end, our borrowing supported by those facilities were modest $74 million. We also continued to generate strong levels of cash flow. For the year, net cash provided by operating activities was $164 million, up from $128 million a year before. This increase is primarily due to the timing of gas cost recoveries under our Purchased Gas Adjustment Clause and lower cash payments for pension funding and income taxes. This cash flow supported our capital spending, which totaled nearly $131 million for the year, up from $109 million in 2012. That amount includes approximately $5.5 million of capital spend at MGE in the month of September, and as Suzanne noted earlier, the remaining increase was driven by a higher year-over-year ISRS-related investments in our pipeline replacement and higher IT spend as we largely completed our 3-year upgrade of our technology platforms that we can now use to scale and support MGE. Bringing this important IT project to a successful conclusion required dedication and a lot of hard work by our employees and our integration partners. Thanks for your efforts and congratulations on a job well done. As we turn to fiscal 2014 and beyond, let me update you on a couple of key initiatives. We are now implementing our MGE integration plan. Our goal remains to achieve net synergies of between $25 million and $34 million annually by fiscal 2016, year 3 post-close, with those net synergies ramping up during the next 2 years as we fully integrate MGE. Between now and then, we will also incur significant onetime integration costs and as we mentioned last quarter, we are allowed to defer 50% of those costs for recovery over a 5-year amortization period, beginning with the effective date of the next Laclede and MGE general rate case filed after October 1, 2015. In 2013, we deferred $1.7 million of such costs. As Suzanne mentioned, MGE initiated a general rate case on September 16, 2013. The filing was required in order to retain our ISRS recovery going forward. And it seeks a total increase of $23.4 million or more importantly, a net increase of $17.1 million after taking into account the $6.3 million we are currently recovering through ISRS. MGE settled its last general rate case in February 2010. Lastly, let me provide a couple thoughts on how the new Laclede Group will look post-acquisition. First, we continue to see our 2014 consolidated net economic earnings per share remaining equal to 2013 results. This reflects the ramp up in the net synergies throughout the first year of the MGE integration, essentially offsetting both the cost of the capital supporting the deal and the anticipated decline in Gas Marketing earnings. We expect to see consolidated earnings accretion in fiscal years 2015 and 2016 as net synergies ramp up. Second, we expect the earnings mix to change dramatically, not due just to the larger scale of the company and the higher share count, but in terms of a much higher concentration of Gas Utility earnings due to the accretion resulting from the addition of MGE. Given the challenging environment in Gas Marketing, we now expect nonregulated earnings to be no more than 5% of the overall earnings mix in 2014. Looking at income taxes, we anticipate our effective tax rate to move up to the low 30% range in 2014, reflecting both the change in the mix of pretax earnings and recognizing the fact that MGE has historically had an effective tax rate closer to the full margin rate. And finally, looking at capital spend, we expect our full year fiscal 2014 CapEx to be approximately $185 million, as the decline in IT spend is replaced by ISRS qualified pipeline replacement at MGE and higher spend supporting our integration plan. In fact, almost 60% of our planned 2014 spend is ISRS capital. So in summary, it's been a busy and eventful quarter and year. Laclede is in a strong position with the team focused on meeting or exceeding our commitments to our investors, our customers, our regulators and our team. We thank you for your confidence in us, and we look forward to sharing our success as we progress through 2014. Let me turn it back over to you, Suzanne.

Thank you, Steve. So to summarize, we've accomplished a great deal in 2013. We successfully executed on our growth strategy completing a significant acquisition, investing in our core Gas Utility business and launching an initiative to provide natural gas fueling solutions. We grew our net economic earnings overall with an increased contribution from our Gas Utility segment and produced strong cash flow. We ended the year in a strong financial position with a solid balance sheet and significant liquidity. And we delivered value to our shareholders through stock price appreciation and dividends. As announced last week, the board declared a 3.5% increase in the dividend effective with the January 2 payment, making the 11th consecutive year that the dividend has been increased. Looking forward to 2014, we will continue to build on the momentum from 2013, and our expectation continues to be that we will successfully integrate MGE and achieve the synergies we are targeting. And we expect The Laclede Group's portfolio of businesses to ultimately achieve higher net economic earnings per share from the Gas Utility segment, offset somewhat by the market-driven expected decline from Gas Marketing. We are now ready to take your questions. Thank you so much.

[Operator Instructions] And your first question comes from Chris Turnure. Christopher Turnure - JP Morgan Chase & Co, Research Division: Could you give us a little bit more color on the cost drivers next year. You said you were pulling some costs forward into 2013 that you otherwise might have spent related to the acquisition on those specifically, and how they relate to the overall drivers into next year? Were they included in onetime costs that were excluded from net economic earnings? And how should we overall think about 2014?

Yes, there are number moving parts in O&M and let's set all about the transaction costs, et cetera off to the side. Clearly, we will have onetime costs or integration costs in 2014, and we'll call those out every quarter. I mean, yes, in the GAAP statements, they'll show up in O&M costs and a few other lines, but we'll do a good job of calling those out. And just walk with us as we walk down the path on that piece. It will largely be associated with the things you would expect as we integrate MGE into Laclede Gas. What we incurred during the fourth quarter was really expected as we entered the fourth quarter and it was the early integration costs, a lot of it was professional fees as we were doing our planning on the integration. And then, as you can expect once we closed the deal at the beginning of September, that gave us the first month to take care of some things and there were some early employee-related costs that hit during that month, and we would expect more of those as we go into 2014. But again, all of those one-offs things, we will put off to the side. We made some decisions as we entered July about how we wanted to position ourselves for success and they really revolves around 2 different initiatives. One of them is the newBlue implementation and the work management system and really the customer care and billing system, which is always the biggest system in a gas utility. It is certainly -- it was our biggest of the phases that we did. We were very planful in how we worked our way through operationally to make sure that we were positioned for success and that the customers, because this is a customer-facing system, would be impacted the least or actually they see the benefit the best. So we clearly made some decisions there, and I'll turn it over to Steve Lindsey to talk a little bit more about that. Secondly, we certainly geared up for the MGE approval. We had a fairly good forward visibility that we were confident we were going to close the deal during the quarter and essentially during the back half of our fiscal year, we've been ramping up our internal resources, including some staff because there were some areas that we needed to be thumps up so that we could hit the ground running on day 1, and we were really focused on making sure we had a great impact on day 1 and month 1 of the integration, and we were very successful in doing that, but that meant that we were going to absorb some costs early on that we think are going to pay benefits as we go into '14. So, those are really broadly -- those are the 2 areas where we saw the cost move up in '14 or in '13, and I think that just positions us well to make share we can meet our obligations in '14. Steve, you want to talk a bit more about the operational side?

Sure. I think with what Steve mentioned, we did make some conscious decisions around how we prepared for the rollout. So some of that involved a lot of training that in essence took people, whether it's off the call-center floor or off the operational system for a period time. So we made those decisions to have the training done properly. So we incurred some of those costs in the fourth quarter and additionally, we accelerated some of our normal maintenance and compliance work that would come due in the fourth quarter of the calendar year into this year, and I think that was in preparation again for the integration to make sure that we're ready. So, I think these were all planned things. Again, another element that we changed was our collection process in the fourth quarter. So this is really a timing thing. We'll experience some of that in the fourth quarter -- calendar year and those collections go against an offset for O&M. So I think all these pieces together added up a plan that we executed on and delivered on. Christopher Turnure - JP Morgan Chase & Co, Research Division: Okay. So it sounds like most of that stuff is related to the transaction that you either pulled forward are some of the pressures that you're going to be experiencing in 2014?

Yes. I would say there is a little bit of timing too. If you look at the full year operating and maintenance expenses for the Gas Utility because that's really where the dollars are, the full year increase of 1.6% was in line with where we expected to drive the business for the year. Now, a chunk of that came in the fourth quarter and that was due to the timing issues we just talked about. But our goal is clearly to continue to bend down the cost curve especially in that line because that really represents the discretionary spend that we can most actively control as we move through the year. Christopher Turnure - JP Morgan Chase & Co, Research Division: And then my second question is on synergies. You mentioned that you continue to expect to hit your kind of high end of the 6% to 12% range of the $25 million to $34 million over the entire time period over a 2-year ramp. Has there been any thing within that number that changed or any thing unexpected that you've experienced in the first couple of months of the integration?

No, Chris. This is Mike Spotanski. Really, the estimates have held pretty true up to this point.

Yes. Chris to add a little color to that, Mike leads the integration as you probably are aware and he spent the last year of his life in terms of validating the due diligence numbers. So creating the integration team where there are, in essence, 100 business cases, if you will, at a micro level that again, validated our due diligence as well given us the right path to the next couple of years on synergies. So we feel pretty confident. And to just add to some more color to that, in terms of the integration team and the build up to the 100 business cases, there was a co-lead by Laclede Gas and MGE because the utilities are not quite the equivalent size. They were close to not, and we really want about our work from a quality perspective and our business cases support the best practice, no matter if it came from MGE or Laclede Gas and that was very important, I think, to all of us because at the end, we've got to deliver safety and a higher quality of service to our customers. So we feel good about the math, but we also feel good about the quality component as well.

Your next question comes from Dan Fidell.

Just a couple of clarifications on my side. I guess, just in terms of the integration costs in the next year, you just talk a little bit about a scale, kind of, the total that you think it could be -- kind of a general range in total additional integration costs in the next year, and how you think they'll flow in? They will be a little bit lumpy with New England Gas finishing off at the end of the year hopefully? And just quarter-by-quarter, how should we'd be thinking about integrating -- integration costs flowing in?

Yes, Dan. We've been pretty planful and not talking about a range of spend and that's because, although as you would expect, we've got a pretty good view of what we're going to spend going forward. I think you've got to trust us that we'll separate it out every quarter. In terms of lumpiness, yes, it will clearly be lumpy. If you think about any integration, the lion's share the costs are incurred in the first 12 to 18 months, and we would expect to see that kind of flow of expenses this year as we incurred quite a bit in the first month after we closed the deal. And I think you'll see the first 2 or 3 quarters of this year be where you'll see a lion's share of the expenses and then they'll start to trail down. And certainly, by the time we get to the end of the second year, I don't think that there'll be much of a mover in our overall GAAP earnings anymore. So, really that's kind of the view that we take. Negasco really doesn't have any impact whatsoever on the onetime cost to achieve. When that deal is closed, and we still do anticipate it to close, the proceeds that we get from that transaction will really serve to reduce the goodwill that we recorded on the books. There really won't be any significant transaction costs that we will incur between now and the time that deal gets closed. Really, that's on Algonquin at this point to make sure that the deal gets buttoned up.

Thank you, very helpful. Turning just quickly to the MGE rate case. Could you just talk a little bit about how the case is going and sort of your expectations for the timing for final order?

Sure Dan. This is Steve Lindsey. First of all, the case was filed, as you know, in September. The cases normally have a life cycle of about 11 months. In this case, we're looking to try to work that a little bit sooner, so that we can get moving forward with integration. We do have a date set for the end of the year, December 31, for the update period to be completed, which is a good thing. It shows that I think progress is being made, and we're working with all the parties to try to work towards a settlement. I would characterize this as a pretty straightforward rate case in terms of the normal components are there. There are some things around depreciation, but otherwise, the main reason we're in there for this rate case, as Steve mentioned in his remarks, is because of the ISRS's requirement and for us to continue to receive those revenues. So, ideally this probably wasn't the best time for a rate case coming right after the integration, but again, as that stipulation required for us to do, we needed to come in to make share we could continue to receive those revenues. So again, we'll work with all parties. This is a new staff in terms of what we're working with. It's a Kansas City staff, and so we're getting to know them a little bit, but I think, it's been moving very pretty again, straightforward up to this point. I think we're going to get a good outcome as we move forward.

Great, thank you. I hope -- just last very quick question for me on CapEx. You mentioned, for fiscal '14, $185 million or so target assuming that includes the MGE piece now in terms of CapEx. So is that -- should we infer that's a pretty good run rate to be using as we model going forward? Or is it a little premature to say that?

Yes. I think that that's a pretty good number to think about going forward. We will clearly ramp up the pipeline replacement program at MGE. So there's a little bit of ramps. So you might see a little bit more helium as you get into year 2 post integration. At the same time, in that number are a piece of, what I'll call, capital integration costs, which will be short-term in nature, and most of those relate to IT spend as we integrate MGE into our IT systems. But I think on balance, as we've shown at Laclede, once we ramp up our pipeline replacement program, we can continue to knock it out of the park. And I think you can view where Laclede is, is a good run rate. We've got lots and lots of years of replacement in our future at Laclede, and we even have a same, if not even a little bigger opportunity MGE going forward.

Yes, I think as Suzanne mentioned, we had a 66% increase here to get us to where we were this year at Laclede. And we're looking to very aggressively work towards that with the same ISRS mechanism obviously, it's still in the state of Missouri. Systems are a little bit different, cast-iron versus bare steel, but as Steve mentioned, there's a lot of opportunity there, and we're going to move very aggressively to get that run rate going.

And your next question comes from Selman Akyol. Selman Akyol - Stifel, Nicolaus & Co., Inc., Research Division: Just going back to the CapEx, the $185 million, now that you've gotten into it -- you've been there for 3 months or so. In line with everything, your original expectations? And again, I know you said you had more of an opportunity at MGE, but is it more than you originally thought? Or is everything sort of in line with expectations now that you've been there?

What I would say, actually, the spend is right along expectations. We were -- we knew one of the value drivers and one of the reasons why we were attracted to MGE is the ability to ramp up the pipeline replacement and use the ISRS's recovery mechanism that we've used so successfully here on the side of the state. And so I think, if any thing, we've just been more encouraged by the quality of the MGE team and the willingness they are to move quickly to start getting on the program. Clearly, we knew there were going to be some other costs associated with integration. So I think the CapEx is squarely within the range that we thought. We -- included in the $185 million is a small amount of $10 million for nonregulated investment and that would be to support the Spire venture that Mike and Suzanne have talked about in past calls. And if there's anything that might have some variance would be that if we are successful, and we can ramp it up quicker then certainly we would have the opportunity to spend more, but I would view that as investing in some projects that would have a return that would be significantly higher than the returns that we would see on a Gas Utility investment, and we would clearly make those because we like the business model, and we think there's great opportunities to be ahead. But as it stands right now, we've set aside $10 million as the initial target for that project going in 2014.

Selman, just to give you a little bit more background on that, now we've talked everybody on the phone about this. Going to the due diligence process, yes, there's the findings in that process. But as I've mentioned everybody before, given that we are both natural gas company, utility company in the state. Our operations team knew that operation team fairly well and they had a lot of conversations around pipeline safety or how we're thinking about managing our systems, the type of systems. So I guess, you would call it anecdotal, but we had a pretty good idea about that system. So when those integration teams sat down and went through the engineering design, there were no surprises or sort of aha's on that like Steve Lindsey mentioned there are opposite in terms of cash line and various field in terms of amount, but we knew the systems fairly well, and the operations teams have worked together over the years. And of course, you've seen as ramp up ISRS on the Laclede Gas side. So no big surprises on the MGE side. Selman Akyol - Stifel, Nicolaus & Co., Inc., Research Division: All right. And then just -- as it relates to the dividend increases that you came out, can you talk a just a little bit about how that gets thought about, is there a payout ratio there? Is there just a goal to continue growing it? Any thoughts or color you can share around that?

Sure, I think I can do that. Selman, this is Steve. We announced the increase of our dividend $0.06, yes, that's a move up from where we've been for actually the last 8 years on average. We've increased dividend by $0.04 per share per year. And we felt that as we look at the operating power of the Gas Utility and the fact that it continues to grow as an overall portion of the group earnings, we felt very comfortable since we look to the utilities to fund the dividend that we were still going to stay within our very conservative payout ratio between 55% and 65%, but we can do that with great comfort by moving that dividend, essentially, increasing it by 50% more than we have for the last 10 years. I think it also sends a signal. We feel very bullish about where the company is going and where that growth is going to be in the future because we understand and keenly are aware of the fact that our investors look to the dividend yield for our shares and the fact that it's increasing year-on-year. We now have increased our dividend for 11 years straight. So as you know, when we're looking at a dividend increase in any particular year, we're also looking forward to make sure that we can continue to meet those commitments to the market going forward, and we do that in a fairly planful way. We also took a look at our dividend yield as it relates to our peers and we look at a number of different peer sets because we know that the dividend yield is one of the key initial attractors to folks who want to invest in our shares, and so we want to make sure that we provide them an attractive yield. And we think that the increase that we announced last week keeps us in the top half, if not in the top quartile of the peers as investors are deciding where to invest their funds. Selman Akyol - Stifel, Nicolaus & Co., Inc., Research Division: Great. And then sort of last question for me. In terms of -- as it relates to LER and I guess the challenging environment going forward, any thoughts on that in terms of an asset. I mean, does it really fit you guys? Does it really -- I mean, it doesn't seem like you're putting a lot of capital into it, et cetera. So does it make sense at some point to shut that down?

Hey, Selman, this is Suzanne. As far as LER is concerned, when you go back to the growth strategies that I walked through, one of the key elements is the competencies within the organization, and we think there is a high degree of value of having that competency within our company because when you look at all the upstream assets that we contract for and deploy via the supply base and the interstate pipelines and so forth, the LER knows that set of infrastructure very well and how it works in the market, and we've got 2 gas companies in the Midwest. They also use the same set of infrastructure, and having that knowledge base within -- inside the organization is valuable. And let's face it, it's 5% of our earnings, so it doesn't get me real sort of wound up in any kind of way other than the value again of having the competency inside. And with the gas company being 95% or better of the earnings stream, as Steve mentioned, the conversation you just had around the dividend yield, it supported strongly and entirely by other gas companies. So I don't have any judgment on a go forward of what will or won't happen with LER.

Your next question comes from Sarah Akers.

As a follow-up to the last question on LER, do you expect '14 to be the trough year for energy marketing? I know you mentioned that last big contract rolling off. So should '14 kind of be the stabilization year? And then do you see any growth opportunities off of that '14 base to grow EPS?

That's a great observation, Sarah. That is, as we expected, as we've been mentioning to everyone, as contracts are rolling off, we do see that as a trough year. We see growth opportunity more prospectively in terms of how it services its customers and as additional customers. If not the model, if you will as a marketing company model of years past, it's about servicing customers that need those type of services and only an LER can provide. And so yes, to answer your question, that would be the trough year.

Great. And then quickly on the 3-year filing requirement, can you remind us when the next time Laclede Gas will have to file a rate case and whether you see any flexibility around that?

The answer is legislation requires that we file a rate case 3 years after the effective date of the first ISRS filed after a rate case. That's a lot of words to say that essentially once we file the first Laclede ISRS filing, and we generally file 2 of those a year and it generally takes 45 to 60 days for that to go through its administrative review. And then the rates become effective and the surcharges added to the customer bill. It's that date that starts the clock running and 3 years by that point, 3 years later, we would need to have filed a general rate case. And as you know, in Missouri, those rate cases can take up to 11 months. So if you add all the time together, the next time for an effective date of a Laclede rate case could be 4 years or so from where we sit right now or 3 years and 11 months from the date that the new rates become effective.

And so again, that's the primary reason we're there for the MGE case right now is because of that legislation and those 3-year period. So that just kind of anchors as to where we look going forward, but that's the primary reason we're in for that case.

Your next question comes from Spencer Joyce.

Tangential to some of the recent questions on LER and the nonregulated side, I just wanted to touch on the CNG filling station initiative a little bit. I know Lambert's fixing to come online, but can you give us a sense of what the timeframe for that initiative, potentially moving towards a core driver might be? 5%, 10% of earnings or may be $0.05 or $0.10 of EPS? And then maybe as a part 2, since Lambert was announced, has the economics of that initiative or those projects, has that changed any?

Spencer, this is Suzanne, and I'll turn it over to Mike because he's the resident expert in this area, but sort of the way I think about the emerging technology side and Spire specifically because it's the one that's topical at the moment, and Steve mentioned that in his opening comments is that -- it competes with capital against the regulated utilities. And so to the extent that it can compete and be anchored by customers that are low risk and the economics work and in terms of capital cash flow, those are good contracts for us in our entry because in essence what they do is they create organic growth on the utility assets. The utility assets both on the MGE and the Laclede Gas side, any other gas company whether customers might desire to have fueling stations. So that's a bit of how we think about it. In terms of projecting and predicting, we're deeply into conversations with customers and making sure that we're producing a business model that fits with their needs and expectations versus us saying this is the way it should be done because we'll never get to a point where the contracts will close. So I'll let Mike, of course, add some more color because he's deep into this daily.

Yes. Thank you, Suzanne. That's very well done. With regard to the Lambert station, that will be our flagship station. It'll open in the next few months. We are pretty much on time and on budget with that. I will tell you though that the volumes that we have signed up for day 1 have well exceeded what our original expectations were for that station as the interest has continued to grow. What we've seen with that station is an ability for other potential customers to use that since it is set up for Class A tractors, and it is publicly accessible. We've got a few customers that are excited to have the opportunity to use that station to prove out the technology, which we absolutely believe in. It's in use in a number of other countries and it works very well. But our country has been a little slower to adopt it. So I think the Lambert station, particularly in the St. Louis area is going to help us to drive that market and again, the interest has been significantly greater than we had originally projected.

Your next question comes from Vedula Murti.

Anyway, my questions have been answered.

Thank you and there are no further questions in queue.

Okay, great. Well, thank you all for joining us. Have a good Thanksgiving, and we'll talk to you next time.

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