Curt Morgan
Analyst · Evercore ISI. Greg, your line is open
Thank you, Molly and good morning, to everyone on the call. As always, we appreciate your interest in Vistra Energy. Turning to slide six, I am happy to announce today that Vistra concluded the year reporting adjusted EBITDA from its ongoing operations of $2.809 billion. Our results that are both above consensus as well as slightly above our 2018 guidance midpoint of $2.8 billion. When compared against our original 2018 guidance, which utilized October 2017 curves, we finished the year more than $180 million above the comparable midpoint. Vistra achieved these results through strong cost management across all markets which help to offset a relatively mild August in ERCOT. In fact, as you can see on the next slide, Vistra finished 2018, $25 million ahead of plan on achieving its Dynegy merger EBITDA value lever targets, $20 million of which we realized in the year. This relentless focus on cost management flow through to various capital projects we have forecasted for 2018. The Vistra operating team has exhibited meaningful CapEx spending discipline throughout the year enabling Vistra to achieve ongoing operations adjusted free cash flow before growth of $1.611 billion results that were $61 million above the high-end of our guidance range, reflecting an EBITDA to free cash flow conversion ratio of nearly 60% for the year. Since the close of Dynegy merger in April of 2018, we have developed an understanding of the operations and maintenance expenses and capital expenditures necessary to maintain the fleet of generation assets that we project will allow us to uphold this spending discipline into the future. Including the cumulative impact of the partial buybacks of the Odessa power plant earn-out, Vistra's adjusted EBITDA from ongoing operations would have been $2.791 billion and its adjusted free cash flow before growth from ongoing operations would have been $1.589 billion. As a reminder, when we executed the Odessa earn-out buybacks which we view as a growth expenditure, the economic benefit net of the premium paid was approximately $25 million which we largely locked in around the time of the buyback execution. Before we turn to our Dynegy merger synergy tracking update, I want to briefly highlight our recent retail growth initiatives. As I'm sure you are all aware, earlier this month we announced that we execute an agreement to purchase Crius Energy Trust, a retail energy provider with approximately 1 million residential customer equivalents in 19 states and the District of Columbia. We estimate the purchase at approximately four times EV to EBITDA and we project the acquisition will be immediately accretive to EBITDA and free cash flow per share. The transaction meets our internal investment return threshold and is expected to further approve our free cash flow conversion ratio as we estimate the Crius portfolio will convert approximately 90% of its EBITDA to free cash flow. As I'm sure everyone on this call is also aware, we did increase our purchase price for Crius due to an unexpected and hostile bid for the company. While unfortunate especially because this hostile bidder had an opportunity to be the successful bidder in the competitive auction process conducted by Crius leading up to the signing of our agreement. We continue to believe Crius is attracted to Vistra at this new price point. It is not our desire to get into a bidding war. We have put in place stronger breakup protections and together with Crius are moving quickly to obtain all necessary approvals including the shareholders proven to close the transaction, both of which support our bid over any potential future hostile one. Any hostile bidder, that would step in to the process now would have to justify the higher price including the increased termination fee and the delay in the approvals in overall closing timeline a tough thing to accomplish in our view. I would also like to emphasize that we are fully prepared to take any necessary legal action that we believe is available to us to defend our acquisition of Crius against any efforts by the hostile bidder to disrupt and interfere with our acquisition. Jim will provide more details about this transaction later on the call. But suffice it to say, we are very excited about the quality of the Crius portfolio and its strategic fit with our existing integrated platform. Last, I'm excited to announce that our retail team grew organically residential customer accounts in ERCOT by approximately 15,000 customers in 2018. This is the first year the team has achieved net growth on an organic basis since 2008 a tremendous outcome for the team and further proof that our marketing programs and customer satisfaction and service efforts in the ERCOT market have been effective. Let's now turn to slide seven for an update on our progress achieving the Dynergy merger value lever targets. On our last earnings call in November, we increased our synergy value lever target to 290 million from 275 million. And we increased our operations performance initiative value lever target to 275 from 245 million, we are reaffirming these EBITDA value lever targets today, anticipating we will achieve the full run rate of $565 million EBITDA per year by the end of 2020. I'm happy to report, as you can see on slide seven, that we finished 2018 tracking ahead of schedule capturing these merger value levers, realizing a $195 million of EBITDA targets in 2018 ahead of our initial forecast by $20 million. We achieved a run rate of $385 million by the end of 2018, $25 million ahead of our plans. Last, as a result of our latest balance sheet optimization transaction that closed earlier this month, we have increased our forecast annual after-tax free cash flow benefits by another $15 million to $310 million. We continue to believe there could be upside to the $275 million OP target. So, stay tuned for further updates on this topic in the second half of the year. Moving on to 2019. As you can see, on slide eight, we are reaffirming our 2018 adjusted EBITDA and adjusted free cash flow, before growth guidance for our ongoing operations. We are calling 2019 the year of execution. As we complete the full integration of Dynergy merger and capture the value leavers implement our capital allocation plans and hit our targeted numbers. Of course, closing and integrating Crius will be important as well. We do not expect to update 2019 guidance to reflect the pending Crius acquisition, until after the acquisition closes, which we estimate will be in the second quarter of this year, perhaps even as early as April. Given that the Crius unitholder vote is scheduled for March 28. And as I mentioned earlier, the teams have already filed for the regulatory approvals. We do not expect any issues with obtaining regulatory approvals from the DOJ or FERC. Importantly, our 2019 ongoing operations adjusted EBITDA guidance range of $3.22 to $3.42 billion, and our 2019 ongoing operations adjusted free cash flow before growth guidance range of $2.1 to 2.3 billion represent a free cash flow conversion ratio of approximately 66%. As Bill will discuss later, we are significantly hedged in 2019 and have materially increased our hedges in 2020. We purposely have dry powder available in ERCOT in 2020, given our expectation that the more significant move in ERCOT prices due to the ORDC change will occur in that year. I have said it before, and I'll say it again. The 66% free cash flow conversion ratio is a highly attractive feature of our company and significantly higher than that of other commodity-based capital-intensive energy industries. As a result, we continue to believe that this evaluation should shift away from the historical EV to EBITDA multiple, which no longer reflect the value proposition of the sector for the free cash flow yield valuation metric at a proper yield. We believe our future valuation will eventually reflect this new reality as the financial markets continue to gain confidence in the new integrated power company model with the attractive features of low leverage, low cost and industry leading retail operations paired within the money generation all leading to relative earnings stability. Beyond 2019, we anticipate our integrated business model will enable us to continue to realize relative earnings stability as we are expecting 2020 adjusted EBITDA to be approximately flat to 2019. Our expectation for generally consisted adjusted EBITDA year-over-year is a marked improvement from Dynegy's pre-merger forecast which reflected declining EBITDA in 2020 and 2021 due principally to lower capacity revenues in PJM. Through curve improvements, changes to the operating reserve demand curve in ERCOT and enhance management expectations for merger value lever achievement, the previous Dynegy declining EBITDA forecast now reflects expected EBITDA strength and stability. In the near-term, we are continuing to focus on achieving our financial and leverage targets, returning capital to shareholders and meeting or exceeding our merger synergy targets. As it relates to returning capital to shareholders, our capital allocation plan remains on track as of February 15th, we had executed a total of $937 million of our aggregate 1.75 billion share repurchase program authorization slightly ahead of where we thought we would be at this point in time because market technical gave us an opportunity to repurchase shares at an attractive price at the end of 2018. We now have 486 million shares outstanding as of February 15th, a 7% reduction as compared to the number of shares outstanding at the time the Dynegy merger closed with 830 million still available for opportunistic repurchases under the program. So long as our stock is trading at such a high free cash flow yield and what we believe is a meaningful discount to fair value, we expect we will continue to allocate capital towards share repurchases. We also announced earlier this week that our board has declared Vistra's initial quarterly dividend of $12.50 per share or $0.50 per share on an annualized basis. The dividend is payable on March 29, 2019 to shareholders of record as of March 15, 2019. Management expect to grow the dividend at an annual rate of approximately 6% to 8% per share. As a reminder, the payment of the dividend of this size represents just more than 10% of Vistra's forecast 2019 free cash flow before growth from the consolidated business and less than 35% of forecast 2019 free cash flow before growth from our stable retail operations. We believe our targeted 6% to 8% per share dividend growth rate is supported by our projected free cash flow including tuck-in EBITDA growth initiatives such as our recently announced mass landing, battery storage project and the Crius acquisition. Importantly, the Crius acquisition is not expected to delay Vistra's achievement of its long-term leverage target of 2.5 times net debt-to-EBITDA by year end 2020. Balance sheet strength is a core tenant of Vistra's operating model that we plan to manage our business in cash flows accordingly. We believe the execution of our diverse capital allocation plan will continue to attract new long-term investors while providing our shareholders with an attractive total shareholder return over the years. In fact, we now consider 15 out of our top 20 shareholders to be long-term investors and Vanguard and Fidelity are now our second and third largest shareholders respectively replacing Apollo and Oaktree. Before I turn the call over to Jim to discuss highlights of our plan, Crius acquisition I would like to spend a few minutes giving a market update. In January, the Public Utility Commission of Texas approved important updates to ERCOT scarcity pricing formula known as the operating reserve demand curve or the ORDC. The update simplifies the ORDC from 24 different curves for different seasons and time of day to a single curve and shifted the loss of wealth probability by half of standard deviation in two steps a quarter of a standard deviation in 2019 and another quarter of standard deviation in 2020. What all this means in plain English is that the market participant should expect to see modestly higher prices during peak periods as the scarcity pricing formula should now better pricing the risk of load shedding events. The goal of the market changes was twofold to better reflect significantly higher reliability risk in the market, as well as to provide better pricing those with an aim to help avoid additional retirement from marginal generators and to support new investment in generating capacity. We are fully supportive of the market changes as ensuring ERCOT has sufficient generating capacity to meet Texas demand for electricity is critical to the reputation of the growing Texas economy. We estimate the potential impact of these changes to the around the clock forward curves could be approximately $2 to $3 per megawatt hour in 2019, and approximately $3 to $4 per megawatt hour in 2020 modest overall increases in price that should support generation investment in the market. Well, not meaningfully increasing the price of power to Texas consumers. It is difficult to estimate the potential impact of these changes to district as it is difficult to do how the forward markets have already responded and will react in response to the new market design. Assuming the market fully values the impact of these changes and appreciates the risk inherent in the tight reserved margins forecast and we expect Vistra could see upside in 2020 where we are much less hedge than in 2019. In fact, some of the improved 2020 outlook that flattens EBITDA is due to the ORDC improvement. We have hedge some of our open position as we believe the 2024 workers had moved up in anticipation of the PUC potential action, especially prior to the action as there was speculation of a larger move. We believe this action by the Public Utility Commission of Texas was a necessary step to ensure the long-term success of the Texas competitive electric market and we continue to like our meaningful position in the ERCOT market where we forecast, we will derive more than half of our EBITDA in 2019. It is the right move balancing the need to support new and existing assets and cost to customers. With the end result to maintaining a healthy supply demand balance. Another market update has occurred since our last earnings call declaring of the most recent ISO New England capacity auction. This year's auction cleared at a price of $3.80 per kw-mo from $4.63 in the last year's auction. Despite the lower price district cleared nearly 500 more megawatts in the current auction, making the estimated negative impact Vistra of the lower clearing price approximately $60 million or less than a half a percent of Vistra's forecast 2019 adjusted EBITDA from ongoing operations. By the lower clearing price and the auction is certainly not ideal. It is relatively immaterial to Vistra given the diversity of our revenue sources from energy capacity and retail in multiple competitive electric markets across the U.S. More fundamentally, we continue to be confounded that anyone would be able to raise capital to advance a new gas plant and ISO New England at a capacity price of only $3.80 of kw-mo per month. As many of you know, a new 650-megawatt combined cycle plant cleared the latest capacity auction for calendar years 2020 and 2023. I cannot emphasize this point enough. Since the restructuring of the power markets began in the late 1990s. We are hard pressed to find merchant power plants for the original equity owner received an adequate return and many suffered financial distress and bankruptcy. Rather, it is the developers who earn sizable upfront fees to site, permit and construct new thermal resources that make money. Maybe the third-party debt and equity investors owning an uneconomic asset. One can only hope this reality will start to sink in with the financial community. So, debt and equity investors start making irrational investments like this latest gas plant slated for development and ISO New England. Our analysis is just that the entire equity and likely some portion of the debt will be underwater, the daily ISO New England plan is put into operation, if it ever is. In our view, something is wrong with the market design that allows a plant like this to clear and suppress prices with a high probability, it never gets built. The last relevant market update is, of course, the status of the pending PJM capacity auction reforms. Unfortunately, we don't have much to say on this topic as the devil will really be in the details after we hear from first. However, we continue to believe the outcome of any capacity market reforms will be at worst neutral to the current state. We call that in June of 2018 FERC label, the existing PJM capacity auction is unjust and unreasonable given the impact of subsidized resources have on the auction. As a result, it would see very counterintuitive to FERC's original intent to land and an outcome that is meaningfully worse for existing generators. History tells us that FERC has consistently promoted balanced market reforms that support competitive markets which by the way is their first order of priority despite political affiliation. States can formulate their own energy policy, but they cannot destroy competitive markets in doing so. Like all of you, we are anxiously awaiting FERC's decision on this issue and remain cautiously optimistic for a constructive outcome. We continue to believe that Vistra will be in a position to provide relatively robust and stable earnings in the years to come, given our strong balance sheet and low-cost integrated operations in the money generating fleet and market leading retail operations, which are about to become even more diverse with the closing of the pending Crius acquisition. On that note, I will turn the call over to Jim Burke to talk a bit more about the Crius transaction