Talen Energy Corporation (“Talen,” the “Company,” “we,” or “our”)
(NASDAQ: TLN), an independent power producer dedicated to powering
the future, today reported its second quarter 2024 financial and
operating results.
“Talen has had another active quarter. Our fleet ran well during
unseasonably high temperatures in PJM, and year-to-date, we are
reporting $376 million of Adjusted EBITDA and $165 million of
Adjusted Free Cash Flow. Building on our strong results, we are
raising guidance for 2024. Furthermore, the PJM 2025/2026 capacity
auction was held in July and cleared at significantly higher prices
than prior auctions. We cleared 6.8 GW of capacity at approximately
$270 per megawatt-day,” said Talen President and Chief Executive
Officer Mac McFarland. “We remain committed to our shareholders,
completing a $612 million tender offer in June and repurchasing
$280 million in shares in a private transaction and uplisting to
the NASDAQ in July.”
McFarland continued, “We are proud of the value we have unlocked
in the last 14 months and believe there are more value creation
opportunities ahead, especially in the current market backdrop.
Join us at our Investor Day on September 5th, where we will discuss
our 2025 guidance and 2026 outlook, a capital allocation update and
our long-term growth drivers.”
Key Highlights
- For second quarter 2024, reported
Adjusted EBITDA of $87 million and Adjusted Free Cash Flow of $(29)
million. For first half 2024, reported Adjusted EBITDA of $376
million and Adjusted Free Cash Flow of $165 million.
- Raising 2024 guidance ranges, with a
new Adjusted EBITDA range of $720 to $780 million and a new
Adjusted Free Cash Flow range of $245 to $285 million.
- Favorable results for the PJM
2025/2026 Capacity Year Base Residual Auction (“BRA”), with 6,820
MW clearing at $269.92 per megawatt-day.
- To date, Talen has repurchased $931
million of stock (approximately 14% of outstanding shares),
including the purchase of $280 million of stock from our largest
shareholder in July.
- Started trading on NASDAQ on July
10, 2024, increasing equity liquidity and enabling greater investor
access.
- Announcing Investor Day on September
5, 2024, with an agenda that includes 2025 guidance and 2026
outlook, a capital allocation update and long-term growth
drivers.
Summary of Financial and Operating Results
(Unaudited) |
(Millions of Dollars
Unless Otherwise Stated) |
Three MonthsEndedJune 30, 2024 |
Six MonthsEndedJune 30, 2024 |
Adjusted EBITDA |
$ |
87 |
|
$ |
376 |
|
Adjusted Free Cash Flow |
$ |
(29 |
) |
$ |
165 |
|
Total Generation (a) |
|
8.2 TWh |
|
|
16.3 TWh |
|
Carbon-Free Generation |
|
49 |
% |
|
53 |
% |
OSHA TRIR (b) |
|
0.2 |
|
|
0.3 |
|
Fleet EFOF (c) |
|
2.2 |
% |
|
2.0 |
% |
__________________(a) Generated MWhs sold after
consumption for station use where
applicable.(b) OSHA Total Recordable Incident Rate
(“OSHA TRIR”) is the number of recordable incidents x 200,000 /
total number of hours worked.(c) Fleet Equivalent
Forced Outage Factor (“Fleet EFOF”) is the percentage of a given
period in which a generating unit is not available due to forced
outages and forced de-rates.Given the impacts of fresh start
accounting and the implementation of the plan of reorganization on
GAAP earnings in 2023, Talen believes its non-GAAP financial
measures of Adjusted EBITDA and Adjusted Free Cash Flow are more
meaningful in evaluating its performance. Talen’s management team
evaluates its financial and operating results utilizing these
non-GAAP measures.
For the second quarter 2024, Talen reported Adjusted EBITDA of
$87 million, supported by strong generation margin during periods
of unseasonably high temperatures in PJM, and Adjusted Free Cash
Flow of $(29) million, which includes the impacts of shoulder
season outages and semi-annual debt service payments.
Additionally, for the second quarter 2024, Talen’s fleet
continued to run reliably and safely, with an EFOF of 2.2%, and an
OSHA TRIR of 0.2. Total generation was 8.2 TWh, with 49%
contributed from carbon-free nuclear generation at our Susquehanna
nuclear facility.
Updating 2024 Guidance
($ in
millions) |
Range |
Adjusted EBITDA |
$720 – $780 |
Adjusted Free Cash Flow |
$245 – $285 |
|
|
As a result of solid first half performance, Talen is raising
its 2024 Adjusted EBITDA and Adjusted Free Cash Flow guidance
ranges. The new range for 2024 Adjusted EBITDA is $720 to $780
million, and the new range for Adjusted Free Cash Flow is $245 to
$285 million.
2025/2026 PJM Capacity Year Base Residual
Auction
In the PJM 2025/2026 capacity auction, Talen cleared a total of
6,820 megawatts at a price of $269.92 per megawatt-day, equating to
approximately $670 million in capacity revenues. The 2026/2027
capacity auction is scheduled to occur in December 2024, and the
2027/2028 capacity auction is scheduled for June 2025.
Update on Share Repurchase Program
In the second quarter 2024, the Company repurchased a total of
5,280,889 shares, of which 5,275,862 shares were repurchased in a
tender offer at $116.00 per share for a total of $612 million. In
July 2024, the Company repurchased 2,413,793 shares from affiliates
of Rubric Capital Management LP at $116.00 per share for a total of
$280 million. To date, Talen has repurchased approximately 14% of
its shares outstanding for a total of $931 million, with $107
million of repurchase capacity remaining. All share repurchase
amounts are excluding transaction costs.
NASDAQ Listing
Talen’s common stock commenced trading on the NASDAQ Global
Select Market under the symbol “TLN” at market open on July 10,
2024. Our NASDAQ listing provides increased equity liquidity to
Talen’s shareholders and improved market access to potential
investors.
Balance Sheet and Liquidity
Talen is focused on maintaining net leverage below our target of
3.5x net debt-to-Adjusted EBITDA, along with ample liquidity. As of
August 9, 2024, Talen had total available liquidity of
approximately $1.1 billion, comprised of $408 million of
unrestricted cash and $700 million of available capacity under its
revolving credit facility. Talen’s current net leverage ratio,
utilizing the midpoint of 2024 Adjusted EBITDA guidance and net
debt balances as of August 9, 2024, is approximately 2.4x.
Update on Hedging Activities
As of June 28, 2024, Talen had hedged approximately 100% of its
expected generation volumes for the balance of 2024, approximately
67% for 2025 and approximately 34% for 2026, including the impact
of the Nuclear Production Tax Credit. The Company’s hedging program
is a key component of its comprehensive fiscal policy and supports
the objective of increasing cash flow stability while maintaining
upside optionality.
Earnings Call
The Company will hold an earnings call on Tuesday, August 13,
2024, at 10 a.m. EDT (9:00 a.m. CDT). To listen to the earnings
call, please register in advance for the webcast. For participants
joining the call via phone, please register here prior to the start
time to receive dial-in information. For those unable to
participate in the live event, a digital replay of the earnings
call will be archived for approximately one year and available on
Talen’s Investor Relations website at
https://ir.talenenergy.com.
About Talen
Talen Energy (NASDAQ: TLN) is a leading independent power
producer and energy infrastructure company dedicated to powering
the future. We own and operate approximately 10.7 gigawatts of
power infrastructure in the United States, including 2.2 gigawatts
of nuclear power and a significant dispatchable fossil fleet. We
produce and sell electricity, capacity, and ancillary services into
wholesale U.S. power markets, with our generation fleet principally
located in the Mid-Atlantic and Montana. Our team is committed to
generating power safely and reliably, delivering the most value per
megawatt produced and driving the energy transition. Talen is also
powering the digital infrastructure revolution. We are
well-positioned to capture this significant growth opportunity, as
data centers serving artificial intelligence increasingly demand
more reliable, clean power. Talen is headquartered in Houston,
Texas. For more information, visit
https://www.talenenergy.com/.
Investor Relations:
Ellen LiuSenior Director, Investor
RelationsInvestorRelations@talenenergy.com
Media:
Taryne WilliamsDirector, Corporate
CommunicationsTaryne.Williams@talenenergy.com
Forward Looking Statements
This communication contains forward-looking statements within
the meaning of the federal securities laws, which statements are
subject to substantial risks and uncertainties. These
forward-looking statements are intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. All statements other than statements
of historical fact included in this communication, or incorporated
by reference into this communication, are forward-looking
statements. Throughout this communication, we have attempted to
identify forward-looking statements by using words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“forecasts,” “goal,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “seek,” “should,” “will,” or other forms of
these words or similar words or expressions or the negative
thereof, although not all forward-looking statements contain these
terms. Forward-looking statements address future events and
conditions concerning, among other things capital expenditures,
earnings, litigation, regulatory matters, hedging, liquidity and
capital resources and accounting matters. Forward-looking
statements are subject to substantial risks and uncertainties that
could cause our future business, financial condition, results of
operations or performance to differ materially from our historical
results or those expressed or implied in any forward-looking
statement contained in this communication. All of our
forward-looking statements include assumptions underlying or
relating to such statements that may cause actual results to differ
materially from expectations, and are subject to numerous factors
that present considerable risks and uncertainties.
|
TALEN ENERGY CORPORATION AND
SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
(Millions of Dollars,
except share data) |
Three MonthsEndedJune 30,2024 |
|
May 18throughJune 30,2023 |
|
|
April 1throughMay 17,2023 |
|
|
Six MonthsEndedJune 30,2024 |
|
May 18throughJune 30,2023 |
|
|
January 1throughMay 17,2023 |
Capacity revenues |
$ |
46 |
|
|
$ |
26 |
|
|
|
$ |
42 |
|
|
|
$ |
91 |
|
|
$ |
26 |
|
|
|
$ |
108 |
|
Energy and other revenues |
|
367 |
|
|
|
188 |
|
|
|
|
180 |
|
|
|
|
939 |
|
|
|
188 |
|
|
|
|
1,042 |
|
Unrealized gain (loss) on
derivative instruments |
|
76 |
|
|
|
87 |
|
|
|
|
(85 |
) |
|
|
|
(32 |
) |
|
|
87 |
|
|
|
|
60 |
|
Operating
Revenues |
|
489 |
|
|
|
301 |
|
|
|
|
137 |
|
|
|
|
998 |
|
|
|
301 |
|
|
|
|
1,210 |
|
Energy
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel and energy purchases |
|
(163 |
) |
|
|
(57 |
) |
|
|
|
(69 |
) |
|
|
|
(313 |
) |
|
|
(57 |
) |
|
|
|
(176 |
) |
Nuclear fuel amortization |
|
(28 |
) |
|
|
(25 |
) |
|
|
|
(9 |
) |
|
|
|
(63 |
) |
|
|
(25 |
) |
|
|
|
(33 |
) |
Unrealized gain (loss) on
derivative instruments |
|
15 |
|
|
|
(46 |
) |
|
|
|
(9 |
) |
|
|
|
(12 |
) |
|
|
(46 |
) |
|
|
|
(123 |
) |
Total Energy
Expenses |
|
(176 |
) |
|
|
(128 |
) |
|
|
|
(87 |
) |
|
|
|
(388 |
) |
|
|
(128 |
) |
|
|
|
(332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operation, maintenance and
development |
|
(164 |
) |
|
|
(69 |
) |
|
|
|
(108 |
) |
|
|
|
(318 |
) |
|
|
(69 |
) |
|
|
|
(285 |
) |
General and
administrative |
|
(40 |
) |
|
|
(18 |
) |
|
|
|
(22 |
) |
|
|
|
(83 |
) |
|
|
(18 |
) |
|
|
|
(51 |
) |
Depreciation, amortization and
accretion |
|
(75 |
) |
|
|
(28 |
) |
|
|
|
(68 |
) |
|
|
|
(150 |
) |
|
|
(28 |
) |
|
|
|
(200 |
) |
Impairments |
|
— |
|
|
|
— |
|
|
|
|
(16 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
|
(381 |
) |
Operational restructuring |
|
(1 |
) |
|
|
— |
|
|
|
|
— |
|
|
|
|
(1 |
) |
|
|
— |
|
|
|
|
— |
|
Other operating income
(expense), net |
|
(6 |
) |
|
|
(3 |
) |
|
|
|
(28 |
) |
|
|
|
(6 |
) |
|
|
(3 |
) |
|
|
|
(37 |
) |
Operating Income
(Loss) |
|
27 |
|
|
|
55 |
|
|
|
|
(192 |
) |
|
|
|
52 |
|
|
|
55 |
|
|
|
|
(76 |
) |
Nuclear decommissioning trust
funds gain (loss), net |
|
27 |
|
|
|
39 |
|
|
|
|
11 |
|
|
|
|
102 |
|
|
|
39 |
|
|
|
|
57 |
|
Interest expense and other
finance charges |
|
(62 |
) |
|
|
(33 |
) |
|
|
|
(59 |
) |
|
|
|
(121 |
) |
|
|
(33 |
) |
|
|
|
(163 |
) |
Reorganization income
(expense), net |
|
— |
|
|
|
— |
|
|
|
|
838 |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
799 |
|
Gain (loss) on sale of assets,
net |
|
561 |
|
|
|
— |
|
|
|
|
15 |
|
|
|
|
885 |
|
|
|
— |
|
|
|
|
50 |
|
Other non-operating income
(expense), net |
|
17 |
|
|
|
(11 |
) |
|
|
|
4 |
|
|
|
|
40 |
|
|
|
(11 |
) |
|
|
|
10 |
|
Income (Loss) Before
Income Taxes |
|
570 |
|
|
|
50 |
|
|
|
|
617 |
|
|
|
|
958 |
|
|
|
50 |
|
|
|
|
677 |
|
Income tax benefit
(expense) |
|
(112 |
) |
|
|
(19 |
) |
|
|
|
(198 |
) |
|
|
|
(181 |
) |
|
|
(19 |
) |
|
|
|
(212 |
) |
Net Income
(Loss) |
|
458 |
|
|
|
31 |
|
|
|
|
419 |
|
|
|
|
777 |
|
|
|
31 |
|
|
|
|
465 |
|
Less: Net income (loss)
attributable to noncontrolling interest |
|
4 |
|
|
|
2 |
|
|
|
|
(12 |
) |
|
|
|
29 |
|
|
|
2 |
|
|
|
|
(14 |
) |
Net Income (Loss)
Attributable to Stockholders (Successor) / Member
(Predecessor) |
$ |
454 |
|
|
$ |
29 |
|
|
|
$ |
431 |
|
|
|
$ |
748 |
|
|
$ |
29 |
|
|
|
$ |
479 |
|
Per Common Share
(Successor) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) Attributable
to Stockholders - Basic |
$ |
7.90 |
|
|
$ |
0.49 |
|
|
|
N/A |
|
|
$ |
12.87 |
|
|
$ |
0.49 |
|
|
|
N/A |
Net Income (Loss) Attributable
to Stockholders - Diluted |
|
7.60 |
|
|
|
0.49 |
|
|
|
N/A |
|
|
|
12.41 |
|
|
|
0.49 |
|
|
|
N/A |
Weighted-Average Number of
Common Shares Outstanding - Basic (in thousands) |
|
57,434 |
|
|
|
59,029 |
|
|
|
N/A |
|
|
|
58,119 |
|
|
|
59,029 |
|
|
|
N/A |
Weighted-Average Number of
Common Shares Outstanding - Diluted (in thousands) |
|
59,775 |
|
|
|
59,088 |
|
|
|
N/A |
|
|
|
60,269 |
|
|
|
59,088 |
|
|
|
N/A |
|
TALEN ENERGY CORPORATION AND
SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE
SHEETS |
|
|
Successor |
(Millions of
Dollars) |
June 30,2024 |
|
December 31,2023 |
Assets |
|
|
|
Cash and cash equivalents |
$ |
632 |
|
|
$ |
400 |
|
Restricted cash and cash
equivalents (Note 16) |
|
483 |
|
|
|
501 |
|
Accounts receivable, net (Note
4) |
|
151 |
|
|
|
137 |
|
Inventory, net (Note 6) |
|
280 |
|
|
|
375 |
|
Derivative instruments (Notes
3 and 12) |
|
27 |
|
|
|
89 |
|
Other current assets (a) |
|
380 |
|
|
|
52 |
|
Total current
assets |
|
1,953 |
|
|
|
1,554 |
|
Property, plant and equipment,
net (Note 8) |
|
3,250 |
|
|
|
3,839 |
|
Nuclear decommissioning trust
funds (Notes 7 and 12) |
|
1,659 |
|
|
|
1,575 |
|
Derivative instruments (Notes
3 and 12) |
|
13 |
|
|
|
6 |
|
Other noncurrent assets |
|
207 |
|
|
|
147 |
|
Total Assets |
$ |
7,082 |
|
|
$ |
7,121 |
|
|
|
|
|
Liabilities and
Equity |
|
|
|
Long-term debt, due within one
year (Notes 11 and 12) |
$ |
9 |
|
|
$ |
9 |
|
Accrued interest |
|
31 |
|
|
|
32 |
|
Accounts payable and other
accrued liabilities |
|
212 |
|
|
|
344 |
|
Derivative instruments (Notes
3 and 12) |
|
63 |
|
|
|
32 |
|
Other current liabilities |
|
118 |
|
|
|
69 |
|
Total current
liabilities |
|
433 |
|
|
|
486 |
|
Long-term debt (Notes 11 and
12) |
|
2,617 |
|
|
|
2,811 |
|
Derivative instruments (Notes
3 and 12) |
|
1 |
|
|
|
11 |
|
Postretirement benefit
obligations (Note 13) |
|
364 |
|
|
|
368 |
|
Asset retirement obligations
and accrued environmental costs (Note 9) |
|
473 |
|
|
|
469 |
|
Deferred income taxes (Note
5) |
|
495 |
|
|
|
407 |
|
Other noncurrent
liabilities |
|
127 |
|
|
|
35 |
|
Total
Liabilities |
|
4,510 |
|
|
|
4,587 |
|
Commitments and
Contingencies (Note 10) |
|
|
|
|
|
|
|
Stockholders'
Equity |
|
|
|
Common stock ($0.001 par value
350,000,000 shares authorized) (b) (c) |
|
— |
|
|
|
— |
|
Additional paid-in
capital |
|
2,092 |
|
|
|
2,346 |
|
Accumulated retained earnings
(deficit) |
|
448 |
|
|
|
134 |
|
Accumulated other
comprehensive income (loss) |
|
(29 |
) |
|
|
(23 |
) |
Total Stockholders'
Equity |
|
2,511 |
|
|
|
2,457 |
|
Noncontrolling interests |
|
61 |
|
|
|
77 |
|
Total
Equity |
|
2,572 |
|
|
|
2,534 |
|
Total Liabilities and
Equity |
$ |
7,082 |
|
|
$ |
7,121 |
|
__________________(a) Includes $300 million of
proceeds from the Cumulus Data Campus Sale held in
escrow.(b) As of June 30, 2024 (Successor):
53,259,981 shares issued, 53,254,954 outstanding, and 5,027 held as
treasury stock.(c) As of December 31, 2023
(Successor): 59,028,843 shares issued and outstanding.
TALEN ENERGY CORPORATION AND
SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS |
|
|
Successor |
|
|
Predecessor |
(Millions of
Dollars) |
Six MonthsEndedJune 30,2024 |
|
May 18throughJune 30,2023 |
|
|
January 1throughMay 17,2023 |
Operating
Activities |
|
|
|
|
|
|
Net income (loss) |
$ |
777 |
|
|
$ |
31 |
|
|
|
$ |
465 |
|
Non-cash
reconciliation adjustments: |
|
|
|
|
|
|
Unrealized (gains) losses on
derivative instruments |
|
36 |
|
|
|
(39 |
) |
|
|
|
65 |
|
(Gain) loss on Cumulus Data
Campus Sale and ERCOT Sale |
|
(886 |
) |
|
|
— |
|
|
|
|
— |
|
(Gain) loss on sales of
non-core assets, net |
|
— |
|
|
|
— |
|
|
|
|
(50 |
) |
Nuclear fuel amortization |
|
63 |
|
|
|
25 |
|
|
|
|
33 |
|
Depreciation, amortization and
accretion |
|
144 |
|
|
|
27 |
|
|
|
|
208 |
|
Impairments |
|
— |
|
|
|
— |
|
|
|
|
381 |
|
Nuclear decommissioning trust
funds (gain) loss, net (excluding interest and fees) |
|
(80 |
) |
|
|
(33 |
) |
|
|
|
(43 |
) |
Deferred income taxes |
|
94 |
|
|
|
16 |
|
|
|
|
195 |
|
Reorganization (income)
expense, net |
|
— |
|
|
|
— |
|
|
|
|
(933 |
) |
Other |
|
(58 |
) |
|
|
17 |
|
|
|
|
7 |
|
Changes in assets and
liabilities: |
|
|
|
|
|
|
Accounts receivable, net |
|
(14 |
) |
|
|
(5 |
) |
|
|
|
261 |
|
Inventory, net |
|
90 |
|
|
|
(11 |
) |
|
|
|
10 |
|
Other assets |
|
34 |
|
|
|
22 |
|
|
|
|
98 |
|
Accounts payable and accrued
liabilities |
|
(114 |
) |
|
|
(89 |
) |
|
|
|
(69 |
) |
Accrued interest |
|
(1 |
) |
|
|
25 |
|
|
|
|
(124 |
) |
Other liabilities |
|
65 |
|
|
|
13 |
|
|
|
|
(42 |
) |
Net cash provided by
(used in) operating activities |
|
150 |
|
|
|
(1 |
) |
|
|
|
462 |
|
Investing
Activities |
|
|
|
|
|
|
Property, plant and equipment
expenditures |
|
(45 |
) |
|
|
(20 |
) |
|
|
|
(138 |
) |
Nuclear fuel expenditures |
|
(44 |
) |
|
|
(14 |
) |
|
|
|
(49 |
) |
Nuclear decommissioning trust
funds investment sale proceeds |
|
1,095 |
|
|
|
273 |
|
|
|
|
949 |
|
Nuclear decommissioning trust
funds investment purchases |
|
(1,110 |
) |
|
|
(279 |
) |
|
|
|
(959 |
) |
Equity investments in
affiliates |
|
(5 |
) |
|
|
— |
|
|
|
|
(8 |
) |
Proceeds from Cumulus Data
Campus Sale and ERCOT Sale (Note 17) |
|
1,089 |
|
|
|
— |
|
|
|
|
— |
|
Proceeds from the sale of
non-core assets |
|
1 |
|
|
|
— |
|
|
|
|
46 |
|
Other investing
activities |
|
(2 |
) |
|
|
2 |
|
|
|
|
2 |
|
Net cash provided by
(used in) investing activities |
|
979 |
|
|
|
(38 |
) |
|
|
|
(157 |
) |
Financing
Activities |
|
|
|
|
|
|
Contributions from member |
|
— |
|
|
|
— |
|
|
|
|
1,393 |
|
Financings proceeds at
Emergence, net of discount |
|
— |
|
|
|
— |
|
|
|
|
2,219 |
|
Repayment of Prepetition
Secured Indebtedness |
|
— |
|
|
|
— |
|
|
|
|
(3,898 |
) |
Payment of make-whole premiums
on Prepetition Secured Indebtedness |
|
— |
|
|
|
— |
|
|
|
|
(152 |
) |
LMBE-MC TLB payments |
|
— |
|
|
|
(1 |
) |
|
|
|
(7 |
) |
Cumulus Digital TLF
payments |
|
(182 |
) |
|
|
— |
|
|
|
|
— |
|
Share repurchases (Note
15) |
|
(654 |
) |
|
|
— |
|
|
|
|
— |
|
Repurchase of noncontrolling
interest |
|
(39 |
) |
|
|
— |
|
|
|
|
— |
|
Cash settlement of restricted
stock units |
|
(28 |
) |
|
|
— |
|
|
|
|
— |
|
Deferred finance costs |
|
— |
|
|
|
— |
|
|
|
|
(74 |
) |
Derivatives with financing
elements |
|
— |
|
|
|
— |
|
|
|
|
(20 |
) |
Other |
|
(12 |
) |
|
|
1 |
|
|
|
|
— |
|
Net cash provided by
(used in) financing activities |
|
(915 |
) |
|
|
— |
|
|
|
|
(539 |
) |
Net Increase
(Decrease) in Cash and Cash Equivalents and Restricted Cash and
Cash Equivalents |
|
214 |
|
|
|
(39 |
) |
|
|
|
(234 |
) |
Beginning of period cash and
cash equivalents and restricted cash and cash equivalents |
|
901 |
|
|
|
754 |
|
|
|
|
988 |
|
End of period cash and
cash equivalents and restricted cash and cash
equivalents |
$ |
1,115 |
|
|
$ |
715 |
|
|
|
$ |
754 |
|
Non-GAAP Financial Measures
We include Adjusted EBITDA and Adjusted Free Cash flow, which
the Company uses as measures of its performance and are not
financial measures prepared under GAAP, in these materials.
Non-GAAP financial measures do not have definitions under GAAP and
may be defined and calculated differently by, and not be comparable
to, similarly titled measures used by other companies. Non-GAAP
measures are not intended to replace the most comparable GAAP
measures as indicators of performance. Generally, non-GAAP
financial measures are numerical measures of financial performance,
financial position, or cash flows that exclude (or include) amounts
that are included in (or excluded from) the most directly
comparable measures calculated and presented in accordance with
GAAP. Management cautions readers of these materials not to place
undue reliance on these non-GAAP financial measures, but to also
consider them along with their most directly comparable GAAP
financial measures. Non-GAAP measures have limitations as an
analytical tool and should not be considered in isolation or as a
substitute for analyzing our results as reported under GAAP.
Adjusted EBITDA
We use Adjusted EBITDA to: (i) assist in comparing operating
performance and readily view operating trends on a consistent basis
from period to period without certain items that may distort
financial results; (ii) plan and forecast overall expectations and
evaluate actual results against such expectations; (iii)
communicate with our Board of Directors, shareholders, creditors,
analysts, and the broader financial community concerning our
financial performance; (iv) set performance metrics for the
Company’s annual short-term incentive compensation; and
(v) assess compliance with our indebtedness.
Adjusted EBITDA is computed as net income (loss) adjusted, among
other things, for certain: (i) nonrecurring charges; (ii)
non-recurring gains; (iii) non-cash and other items; (iv) unusual
market events; (v) any depreciation, amortization, or accretion;
(vi) mark-to-market gains or losses; (vii) gains and losses on the
nuclear facility decommissioning trust ("NDT"); (viii) gains and
losses on asset sales, dispositions, and asset retirement; (ix)
impairments, obsolescence, and net realizable value charges; (x)
interest expense; (xi) income taxes; (xii) legal settlements,
liquidated damages, and contractual terminations;
(xiii) development expenses; (xiv) noncontrolling interests;
and (xv) other adjustments. Such adjustments are computed
consistently with the provisions of our indebtedness to the extent
that they can be derived from the financial records of the
business. Pursuant to TES’s debt agreements, Cumulus Digital
contributes to Adjusted EBITDA beginning in the first quarter 2024,
following termination of the Cumulus Digital credit facility and
associated cash flow sweep.
Additionally, we believe investors commonly adjust net income
(loss) information to eliminate the effect of nonrecurring
restructuring expenses, and other non-cash charges, which vary
widely from company to company and period to period and impair
comparability. We believe Adjusted EBITDA is useful to investors
and other users of the financial statements to evaluate our
operating performance because it provides an additional tool to
compare business performance across companies and between periods.
Adjusted EBITDA is widely used by investors to measure a company’s
operating performance without regard to such items described above.
These adjustments can vary substantially from company to company
and period to period depending upon accounting policies, book value
of assets, capital structure and the method by which assets were
acquired.
Adjusted Free Cash Flow
Adjusted Free Cash Flow, a key non-GAAP financial measure, is a
useful metric utilized by our chief operating decision makers to
evaluate cash flow activities. Adjusted Free Cash Flow is computed
as Adjusted EBITDA reduced by capital expenditures (including
nuclear fuel but excluding development, growth and (or) conversion
capital expenditures), cash payments for interest and finance
charges, cash payments for taxes (excluding income taxes paid from
the NDT), and pension contributions.
We believe Adjusted Free Cash Flow is useful to investors and
other users of our financial statements in evaluating our operating
performance because it provides them with an additional tool to
determine a company’s ability to meet future obligations and to
compare business performance across companies and across periods.
Adjusted Free Cash Flow is widely used by investors to measure a
company’s levered cash flow without regard to items such as ARO
settlements; nonrecurring development, growth and conversion
expenditures; and cash proceeds or payments for the sale or
purchase of assets, which can vary substantially from company to
company and period to period depending upon accounting methods,
book value of assets, capital structure and the method by which
assets were acquired.
Please see below for reconciliations of Adjusted EBITDA and
Adjusted Free Cash Flow to “Net Income (Loss),” the most comparable
GAAP financial measure. Adjusted EBITDA and Adjusted Free Cash Flow
are not intended to replace “Net Income (Loss),” a measure
calculated and presented in accordance with GAAP.
Adjusted EBITDA / Adjusted Free Cash Flow
Reconciliation
The reconciliations from “Net Income (Loss)” presented on the
Consolidated Statements of Operations to Adjusted EBITDA and
Adjusted Free Cash Flow for the periods were:
|
Successor |
|
|
Predecessor |
|
Successor |
|
|
Predecessor |
|
Three MonthsEndedJune 30,2024 |
|
May 18throughJune 30,2023 |
|
|
April 1throughMay 17,2023 |
|
Six MonthsEndedJune 30,2024 |
|
May 18throughJune 30,2023 |
|
|
January 1throughMay 17,2023 |
Net Income (Loss) |
$ |
458 |
|
|
$ |
31 |
|
|
|
$ |
419 |
|
|
$ |
777 |
|
|
$ |
31 |
|
|
|
$ |
465 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense and other
finance charges |
|
62 |
|
|
|
33 |
|
|
|
|
59 |
|
|
|
121 |
|
|
|
33 |
|
|
|
|
163 |
|
Income tax (benefit)
expense |
|
112 |
|
|
|
19 |
|
|
|
|
198 |
|
|
|
181 |
|
|
|
19 |
|
|
|
|
212 |
|
Depreciation, amortization and
accretion |
|
75 |
|
|
|
28 |
|
|
|
|
68 |
|
|
|
150 |
|
|
|
28 |
|
|
|
|
200 |
|
Nuclear fuel amortization |
|
28 |
|
|
|
25 |
|
|
|
|
9 |
|
|
|
63 |
|
|
|
25 |
|
|
|
|
33 |
|
Reorganization (gain) loss,
net (a) |
|
— |
|
|
|
— |
|
|
|
|
(838 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
(799 |
) |
Unrealized (gain) loss on
commodity derivative contracts |
|
(91 |
) |
|
|
(41 |
) |
|
|
|
94 |
|
|
|
44 |
|
|
|
(41 |
) |
|
|
|
63 |
|
Nuclear decommissioning trust
funds (gain) loss, net |
|
(27 |
) |
|
|
(39 |
) |
|
|
|
(11 |
) |
|
|
(102 |
) |
|
|
(39 |
) |
|
|
|
(57 |
) |
Stock-based compensation
expense |
|
8 |
|
|
|
16 |
|
|
|
|
— |
|
|
|
16 |
|
|
|
16 |
|
|
|
|
— |
|
Long-term incentive
compensation expense |
|
6 |
|
|
|
— |
|
|
|
|
— |
|
|
|
16 |
|
|
|
— |
|
|
|
|
— |
|
(Gain) loss on non-core asset
sales, net (b) |
|
(561 |
) |
|
|
— |
|
|
|
|
(15 |
) |
|
|
(885 |
) |
|
|
— |
|
|
|
|
(50 |
) |
Non-cash impairments (c) |
|
— |
|
|
|
— |
|
|
|
|
16 |
|
|
|
— |
|
|
|
— |
|
|
|
|
381 |
|
Operational and other
restructuring activities |
|
19 |
|
|
|
12 |
|
|
|
|
9 |
|
|
|
21 |
|
|
|
12 |
|
|
|
|
17 |
|
Development expenses |
|
— |
|
|
|
2 |
|
|
|
|
3 |
|
|
|
— |
|
|
|
2 |
|
|
|
|
10 |
|
Non-cash inventory net
realizable value, obsolescence, and other charges (d) |
|
2 |
|
|
|
3 |
|
|
|
|
32 |
|
|
|
3 |
|
|
|
3 |
|
|
|
|
56 |
|
Noncontrolling interest |
|
(7 |
) |
|
|
(8 |
) |
|
|
|
(9 |
) |
|
|
(18 |
) |
|
|
(8 |
) |
|
|
|
(14 |
) |
Other |
|
3 |
|
|
|
(2 |
) |
|
|
|
1 |
|
|
|
(11 |
) |
|
|
(2 |
) |
|
|
|
15 |
|
Total Adjusted
EBITDA |
$ |
87 |
|
|
$ |
79 |
|
|
|
$ |
35 |
|
|
$ |
376 |
|
|
$ |
79 |
|
|
|
$ |
695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures, net |
|
(21 |
) |
|
|
(23 |
) |
|
|
|
(31 |
) |
|
|
(80 |
) |
|
|
(23 |
) |
|
|
|
(96 |
) |
Interest and finance charge
payments |
|
(91 |
) |
|
|
(9 |
) |
|
|
|
(78 |
) |
|
|
(125 |
) |
|
|
(9 |
) |
|
|
|
(173 |
) |
Tax payments |
|
(2 |
) |
|
|
(1 |
) |
|
|
|
(4 |
) |
|
|
(2 |
) |
|
|
(1 |
) |
|
|
|
(5 |
) |
Pension contributions |
|
(2 |
) |
|
|
(1 |
) |
|
|
|
(1 |
) |
|
|
(4 |
) |
|
|
(1 |
) |
|
|
|
(3 |
) |
Total Adjusted Free
Cash Flow |
$ |
(29 |
) |
|
$ |
45 |
|
|
|
$ |
(79 |
) |
|
$ |
165 |
|
|
$ |
45 |
|
|
|
$ |
418 |
|
_______________(a) See Note 2 in Notes to the
Interim Financial Statements for additional
information.(b) See Note 17 in Notes to the
Interim Financial Statements for additional
information.(c) See Note 8 in Notes to the Interim
Financial Statements for additional
information.(d) See Note 6 in Notes to the Interim
Financial Statements for additional information.
Adjusted EBITDA / Adjusted Free Cash Flow
Reconciliation: 2024 Guidance
|
2024E |
(Millions of
dollars) |
Low |
|
High |
Net Income (Loss) |
$ |
730 |
|
|
$ |
790 |
|
|
|
|
|
Adjustments |
|
|
|
Interest expense and other
finance charges |
|
240 |
|
|
|
240 |
|
Income tax (benefit)
expense |
|
180 |
|
|
|
180 |
|
Depreciation, amortization and
accretion |
|
300 |
|
|
|
300 |
|
Nuclear fuel amortization |
|
120 |
|
|
|
120 |
|
Unrealized (gain) loss on
commodity derivative contracts |
|
45 |
|
|
|
45 |
|
(Gain) loss on non-core asset
sales |
|
(885 |
) |
|
|
(885 |
) |
Other |
|
(10 |
) |
|
|
(10 |
) |
Adjusted
EBITDA |
$ |
720 |
|
|
$ |
780 |
|
|
|
|
|
Capital expenditures, net
(a) |
|
(175 |
) |
|
|
(185 |
) |
Interest and finance charge
payments |
|
(240 |
) |
|
|
(240 |
) |
Tax payments (b) |
|
(5 |
) |
|
|
(5 |
) |
Pension contributions |
|
(55 |
) |
|
|
(65 |
) |
Adjusted Free Cash
Flow |
$ |
245 |
|
|
$ |
285 |
|
_______________Note: Figures include Cumulus and January - April
contribution from the ERCOT generation fleet and are rounded to the
nearest $5mm.(a) No material Cumulus maintenance
capital expenditures anticipated.(b) Excludes
income taxes paid from the NDT.
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