Earnings Call Transcript - TXNM Q4 2022

Operator, Operator

Good morning and welcome to the PNM Resources Fourth Quarter 2022 Conference Call. All participants will be in a listen-only mode. Operator instructions: After today’s presentation, there will be an opportunity to ask questions. Operator instructions: Please note that this event is being recorded. I would now like to turn the conference over to Lisa Goodman, Executive Director of Investor Relations. Please go ahead.

Lisa Goodman, Executive Director of Investor Relations

Thank you, Joe, and thank you everyone for joining us this morning for the PNM Resources fourth quarter and 2022 earnings call. Please note that the presentation for this conference call and other supporting documents are available on our website at pnmresources.com. Joining me today are PNM Resources' Chairman and CEO, Pat Vincent-Collawn; President and Chief Operating Officer, Don Tarry; and Senior Vice President, Chief Financial Officer, and Treasurer, Lisa Eden. Before I turn the call over to Pat, I need to remind you that some of the information provided this morning should be considered forward-looking statements pursuant to the Private Securities Litigation Reform Act of 1995. We caution you that all of the forward-looking statements are based upon current expectations and estimates and that PNM Resources assumes no obligation to update this information. For a detailed discussion of factors affecting PNM Resources results, please refer to our current and future annual reports on Form 10-K, quarterly reports on Form 10-Q, as well as reports on Form 8-K filed with the SEC. With that, I will turn the call over to Pat.

Pat Vincent-Collawn, Chairman and CEO

Thank you, Lisa. Good morning, everyone, and thank you for joining us today on this beautiful setting, New Mexico, Friday morning. Today is the day we celebrate some of our favorite people. It is World Bartender Day and I'm just going to leave it at that. 2022 was a year full of successes as we stayed committed to moving forward and executing on our business plans, or as one might say, taking care of business. Today, we will cover our year-end results for 2022, provide an update on our pending merger with AVANGRID, review operational highlights, and share more details on our earnings guidance for 2023. On Slide 4, I'll start with our financial results. We finished the year with ongoing earnings of $2.69, just above our expectations for the year. For 2023, we are narrowing our guidance range to $2.65 to $2.75. In December, our Board increased the common dividend to $1.47 per share on an annual basis. Lisa will walk through each of these numbers in more detail. Next, an update on our pending merger. The case remains on appeal with the New Mexico Supreme Court. Over the last month, we have been pleased to see the commission post notice of three closed sessions with the case on the agenda. We do not yet have any information available. In New Mexico, the newly appointed commission took their seats in January and were confirmed by the New Mexico Senate earlier this month. We have already seen their experience and expertise on display and we are looking forward to working together to achieve New Mexico's carbon-free energy future. In December, PNM filed its 2024 Rate Change as planned. Our last case was filed in 2016 with a 2018 test year. We deferred our plans to file earlier because it was not the right thing to do during the pandemic, and we remain committed to the stay-out agreements we made with our parties during the merger negotiations. We moved forward with funding needed infrastructure projects and now in an environment of rising costs, we are able to propose a 2024 bill impact of less than 1%, partially because of our exit from the San Juan Generating Station. Don will talk about more details of the case and the schedule leading up to an expected decision before the end of the year. In Texas, we made our first transmission cost of service filing for 2023 in January, reflecting another strong year of investments in Texas to support growing customer demand. In a year of supply chain and labor challenges, our teams planned ahead and remained agile while expanding our system and interconnecting energy storage systems, chemical plants, crypto mines and datacenters. Before I turn it over to Don, I will cover our ESG highlights for the year, on Slide 5. The retirement of the San Juan Generating Station is our top environmental achievement in 2022. More than half of our resource portfolio is now carbon free with additional renewable and storage resources slated for 2023. However, our accomplishments stretch far beyond this plant. We continue to add more electric vehicles to our fleet, we continue to work to expand customer energy efficiency programs, collaborate with industry experts to address physical climate risks, and partner with stakeholders to bring awareness to environmental concerns impacting our communities. We developed a greenhouse gas emissions inventory for Scope 1, 2 and 3 emissions to address the evolving disclosure needs of investors and other stakeholders. We also implemented an environmental justice geographic mapping and screening tool to better identify and prioritize communities most in need of investments. We continue to work towards fostering a diverse workforce representative of the communities we serve. In 2022, our percentage of minorities and women increased to 53% and 28% respectively. Equity and inclusion are key to building and sustaining diversity at all levels of the organization and we are continuously monitoring our approach for our desired results. One of the biggest priorities for our teams was to support the employees at San Juan through the plant closure and to ensure these team members left with dignity, pride and resources for their future. We've provided career counseling and transition training, benefit reviews and retirement planning. We are happy that approximately 20% of these plant employees are still working for the company in various roles. Ultimately, half the employees in the last years of the plant received severance payments of around 75% and those were also retirement eligible. Through the Energy Transition Act, we also funded severance and job training for employees of the associated coal mine. It was a challenging year in the labor market and we took extra steps to take care of our team members and to ensure that our teams have the necessary resources to continue supporting customers. We also turned our eyes toward the future and created a statewide business coalition to expand internship programs offered through our local colleges. We already have some of these interns joining the company full time or continuing their internships in 2023. These are students who recognize the challenges and opportunities created by the transition to clean energy in New Mexico and they want to be a part of our solution. At the same time, we continue to expand upon our educational support for the Native American population in the state, funding an endowment specific to Pueblo students looking to continue their education at the next level. Both of these programs serve to strengthen New Mexico, those future workforce and then also provide a fresh perspective and contribute to the diversity of thought. We know that the future challenges in our industry will require new ways of thinking and we look forward to what these students can contribute. With that, I will turn it over to Don.

Don Tarry, President and Chief Operating Officer

Thank you, Pat, and good morning, everyone. I'll start on Slide 7 with our load growth by service area, with PNM first. Load grew at 2.9% in the fourth quarter compared to the prior year with growth coming from all customer classes. For most of 2022, we saw residential and commercial load growth above our expectations, while industrial customer expansions were delayed by supply chain and related market issues. We expect the growth we saw in the fourth quarter to continue into 2023 between 2% and 3%. We're still seeing the results of New Mexico's economic development efforts through our customer expansions. We also see government and tribal projects that are less impacted by market-wide economics. At TNMP, load growth in 2022 exceeded expectations for both volumetric and demand-based load plus the added growth from cryptocurrency mining customers entering the market. These customers are mostly in our West Texas service territory providing some economic diversity to the region. Our operations in North Central Texas and the Gulf Coast provide strong geographic and economic diversity to TNMP, and each of those areas supports a mix of business operations and growing residential and commercial communities surrounding the nearby larger cities. For 2023, volumetric growth is expected at 2% to 3%, consistent with the full-year results of 2022. Demand-based growth is expected at 3.5% to 4.5% above the 2022 levels. Now turning to Slide 8, I'll cover the ways we've been taking care of business at PNM and making progress on our strategic objectives. The transformation of our generation portfolio has been front and center. We have plans to exit coal and reach carbon-free electricity by 2040, five years ahead of the New Mexico mandate. The closure of San Juan Generating Station this year was a significant step in achieving these goals, reducing the amount of coal in our portfolio and advancing us to 55% carbon-free capacity. Our next big step is exit of our ownership stake in Four Corners Power Plant and completely eliminate coal generation from our portfolio, which we are still pursuing for the end of 2024. As you can see in the pie charts, we are replacing these resources with renewables and battery storage. After working through the 2022 delays for PPA developers, we expect 350 megawatts of solar and 170 megawatts of battery storage coming online in 2023. At that point, over half of our resource portfolio will be renewables and storage. And with our continued ownership of Palo Verde, we will hit 61% carbon-free capacity. These changes provide significant benefits for the environment and our communities and also financial benefits for customers, which I'll cover in a minute. Another key to a successful transition towards a carbon-free portfolio is T&D infrastructure. Investments in our grid provide the foundation for serving the growing demand on the PNM system and maintaining reliability. The peak demand on our system has been growing at a faster rate than our total load and we hit a new system peak in 2022, our first since 2013. Our focus has been on strengthening the infrastructure that directly serves customers: substations and lines are being reconfigured to accommodate new customers along with customer-owned resources. We are building the system to be more resilient and reduce outage restoration time. Other T&D investments at PNM relate to grid modernization projects. We filed our comprehensive grid modernization plan to implement smart meters and other projects that will lay the groundwork for future improvements and provide our customers with a more resilient grid. When we look ahead, we see the need for expansion of our system. Our change in generation resources means that transmission capacity tied to existing plants can be used for the replacement options. But as the resource needs grow beyond these replacements, new transmission capacity will be needed to facilitate additional resources across the state. Now turning to Slide 9, I'll walk you through the key regulatory proceedings tied to these investments. As Pat mentioned, in December, we filed our first PNM rate review in six years. PNM customers already benefit from having lower bills than much of the country and we worked to balance the need for investments in our system with the impacts on customers. The Energy Transition Act was designed to facilitate the transition to clean energy while reducing cost to customers and this rate filing showed that it is working as intended. The filing is a 2024 future test year, so it rolls forward our rate base for the full six years and incorporates current cost trends. The retirement of San Juan and the return of the Palo Verde leases reduces the requested recovery in base rates and also reduces the cost recovered through our fuel cost as replacement resources come online. Securitization provides for lower financing costs as we make this transition. All in, the proposed bill impact in 2024 is limited to 0.9% or $0.75 per month for the average residential customer. The procedural schedule in this case calls for intervener testimony, seller settlement filing by May 12 and hearings scheduled in June. The schedule for our grid modernization filing includes hearings scheduled in March. Remember that we have asked for approval of our project plan by July 1 of this year, but we delayed our requested implementation date of the rate rider until September 1, so that it would not be added to summer bills this summer, when usage is typically higher. We also prioritized low-income customers and communities in our filing; these are the customers most in need of tools to manage their usage and bills and it also makes sense to bring improvements to these areas first. Also in March, the New Mexico Supreme Court has scheduled oral arguments on our proposed exit from Four Corners Power Plant. In December of 2021, the commission rejected our filing to exit our ownership share of the plant and securitize our undepreciated investments. The briefing schedule was completed in 2022 and we are looking forward to the oral arguments for further opportunities to present our case. Now turning our attention to TNMP on Slide 10, our focus has been to maintain investment levels to keep up with the pace of growth. The rate base doubled over the course of five years with another strong year of investments planned for 2023. The needs range from serving new residential subdivisions to connecting new chemical plants. The regulatory environment in Texas continues to support these investment levels. We have made use of semiannual transmission recovery filings along with annual distribution recovery filings. In January, we made our first transmission filing for 2023 requesting over $150 million of project clearances by December of last year. We would expect recovery to be approved and implemented by March of this year. With that I will turn it over to Lisa to cover the numbers in more depth.

Lisa Eden, Senior Vice President, Chief Financial Officer and Treasurer

Thank you, Don, and good morning, everyone. I'll start on Slide 12 with a summary of the changes in 2022 earnings compared to 2021. Earnings per share grew from $2.45 in 2021 to $2.69 in 2022, as we have also been taking care of business on the financial side. The key drivers are consistent with the items we've discussed throughout the year. Usage was up at both PNM and TNMP due to both load growth and weather, particularly at TNMP as cryptocurrency mining entered the market in West Texas. Recovery of investments through the TCOS and DCOS mechanisms significantly increased the EPS at TNMP. At PNM higher transmission demand and market prices increased earnings along with the addition of the Western Spirit contract. These increases served to offset expenses at the utilities for depreciation, property tax and interest associated with our rate base investments along with increases to our planned O&M spending. Market losses on our decommissioning trust dampened our earnings growth at PNM. We took actions in 2022 with fund managers to ensure alignment with our portfolio objectives. To be clear, the decommissioning trust along with our pension plans remain well funded, despite the challenging market conditions in 2022 and we don't anticipate making any cash contributions to these trusts in the near future. Earnings at our corporate segment are driven by the holding company debt and in 2022 higher interest rates reduced EPS. Turning to Slide 13, I'll cover our expectations and key drivers for 2023 guidance. As Pat mentioned, we have narrowed our guidance range to $2.65 to $2.75 per share. Given the growth we've seen in Texas and New Mexico in 2022, we brought up the bottom end of the range to $2.65. In terms of our load, our guidance assumes a return to more normal weather conditions, which is partially offset by load growth at both PNM and TNMP. At PNM cost reductions from the retirement of the San Juan Generating Station and return of the Palo Verde leases, net of replacement power costs, offset depreciation, property tax and interest expenses associated with new investments. At TNMP, rate recovery through the TCOS and DCOS riders cover cost increases associated with new investments as we continue to expand our system for increasing demand and economic growth. At PNM, we don't expect the realized market losses on our decommissioning and reclamation trust to repeat in 2023. And at corporate, we have assumed higher interest expense to reflect the current interest rate environment, including $850 million of swaps we entered into last year to mitigate our exposure until we reduce our variable debt levels, either through a successful merger or putting more permanent financing in place. We continue to assume we add up to $200 million of equity in 2023, which would have a dilution impact on EPS at each of our segments, shown in the appendix slides. Our full guidance range accounts for various timing assumptions with the potential impact of up to $0.08 for the year, translating into a $0.04 impact to the guidance midpoint. Slide 14 shows our continued plans for capital spending through 2025 and the associated rate base growth. This investment plan continues to be focused on T&D infrastructure and meeting the growing needs of customers across New Mexico and Texas and includes our proposed grid modernization plan at PNM. Rate base growth is 8% from 2020 to 2025 with strong growth coming from both PNM FERC and TNMP. At PNM, investments in infrastructure support retail customer growth and replace the rate base that is removed as we transition out of coal. We've been able to defer rate increases for our customers, while continuing to earn our authorized returns. FERC investments have grown rapidly with the addition of the Western Spirit project at the end of 2021. Our other transmission investments are recovered timely through the annual formula rate update. TNMP grows at 17% over the period as infrastructure is added to support reliability in our growing service territory. The transmission and distribution riders provide timely recovery of these investments without the general rate case. The details of our spending beyond 2025 will be provided later this year, but we're comfortable we can continue our growth target of 5%. Slide 15 shows our growth target and historical achievements. The midpoint of our 2023 guidance achieves our previous targets for growth and reaches a 10-year growth rate of 6.7%. We are on track to meet our current target of 5% growth for 2020 through 2025. Growth isn't linear every year because of factors like weather, timing of regulatory filings or market conditions, but we remain focused on the long-term view. Our 8% rate base growth over the period is partially offset by the assumed equity in 2023. This maintains our investment-grade credit metrics and places us in a good position moving forward and we are confident in our ability to continue targeting 5% growth. I'll wrap up on Slide 16 with our dividend. We look to grow the dividend consistent with earnings targeting the midpoint of a 50% to 60% payout ratio. In December the Board of Directors raised our annual dividend to $1.47, a 5.8% increase, with a payout ratio of 54% of our 2023 guidance midpoint. Our Board typically addresses the annual dividend in December when finalizing our financial plan for the following year. Meanwhile, we will continue to pay dividends until the close of our merger. With that, I'll turn it back over to Pat.

Pat Vincent-Collawn, Chairman and CEO

Thank you, Lisa. Before I open it up for questions, I would like to thank our team members in New Mexico and Texas for the great work they did in 2022 and continue to do in 2023 to take care of each other, our customers, our communities and the environment. With that, Joe, let's open it up for questions.

Operator, Operator

We will now begin the question-and-answer session. Operator instructions.

Paul Zimbardo, Analyst (Bank of America)

Hi. Good morning, team.

Pat Vincent-Collawn, Chairman and CEO

Good morning, Paul.

Don Tarry, President and Chief Operating Officer

Good morning, Paul.

Lisa Goodman, Executive Director of Investor Relations

Good morning.

Paul Zimbardo, Analyst (Bank of America)

Thank you all. The first one, I saw the comment about the additional equity potentially in the second half of '23. Could you give what was the 2022 FFO to debt and just expectations there for 2023?

Pat Vincent-Collawn, Chairman and CEO

Yeah, Paul. So we always target between 13% and 16% and, due to a technical difficulty during the call, 2022 was just around 14%.

Paul Zimbardo, Analyst (Bank of America)

Okay. Great. And then secondarily, thank you for the background on the trust performance. I know you mentioned some actions you took with the fund managers in 2022. Could you explain what assumptions you embedded in the performance for 2023? I think it's like a $0.15 to $0.19 improvement. I don't know if that's just kind of a reversal or you assume higher returns or some sort of mix?

Lisa Eden, Senior Vice President, Chief Financial Officer and Treasurer

Yeah, Paul. So 2022 was really a bad year; our NDT trust was 75% fixed income and 25% equity. So we don't expect the same market conditions from 2022 going into 2023.

Paul Zimbardo, Analyst (Bank of America)

Okay. And correct me if I'm wrong, I think if it's just kind of flat market conditions, wouldn't that just be unchanged year-over-year? I was just confused about the improvement.

Lisa Eden, Senior Vice President, Chief Financial Officer and Treasurer

So if you remember regarding our NDT, when we have realized gains or losses in the NDT trust, it will flow through the income statement and unrealized gains or losses will not be part of ongoing results. As a result, last year we had a lot of realized losses because the fixed-income manager in particular changed their portfolio and so they realized losses during the year and we don't anticipate that in next year.

Paul Zimbardo, Analyst (Bank of America)

Okay. No, that's very helpful. Thank you. And then last, quickly, if I may: Do you have any additional interest rate hedges for 2024?

Lisa Eden, Senior Vice President, Chief Financial Officer and Treasurer

No, we don't, Paul, but we do plan to issue, like we said before, up to $200 million of equity. We're also looking to do securitization at the end of the year. So our variable rate debt exposure will be a lot different in 2024.

Paul Zimbardo, Analyst (Bank of America)

Yes. Great. No. Thank you all very much and have a nice weekend.

Lisa Eden, Senior Vice President, Chief Financial Officer and Treasurer

Thank you.

Pat Vincent-Collawn, Chairman and CEO

Thank you.

Operator, Operator

Our next question will come from Ryan Levine with Citi. Please go ahead.

Ryan Levine, Analyst (Citi)

Good morning, everyone. Just had a general question in terms of the pending merger application. Wondering what scenarios would require you to re-file the application entirely?

Don Tarry, President and Chief Operating Officer

Ryan, right now, it's with the Supreme Court. I would note that the commission has had some private, confidential hearings that we've noticed. We don't know the details of those at this point. Not sure exactly what would trigger re-filing.

Ryan Levine, Analyst (Citi)

Okay. And any color around dividend policy in the interim pending this potential application? Are there any ongoing conversations around any dividend changes?

Pat Vincent-Collawn, Chairman and CEO

No, I think as Lisa said the Board does the dividend in December. They just increased it last December. So they would not be doing that again until December and so we anticipate the merger would close before then. So I wouldn't expect changes before this December.

Ryan Levine, Analyst (Citi)

Okay. Thanks for the clarification.

Pat Vincent-Collawn, Chairman and CEO

Okay. Thanks.

Don Tarry, President and Chief Operating Officer

Thanks, Ryan.

Operator, Operator

And our next question comes from Jonathan Reeder with Wells Fargo. Please go ahead.

Jonathan Reeder, Analyst (Wells Fargo)

Hey. Good morning. If you could just expand a little, maybe on the last question: Can you discuss your latest thoughts in terms of how the merger approval process potentially gets going again, and what the PRC's timeline might be to reach a final order? I know you just indicated certainly expect it before December and then do you need to first pull the appeal from the PRC's decision that's currently pending at the Supreme Court, and if so, do you have plans to do that?

Pat Vincent-Collawn, Chairman and CEO

Jonathan, right now we need to wait to see what the commission has done in their sessions, if anything. Right now, we're in a holding pattern, looking forward to hearing about their deliberations and any outcomes and that will determine what next steps are.

Jonathan Reeder, Analyst (Wells Fargo)

So in what form are we going to hear back from the PRC? I mean, are they required or scheduled to give us some sort of update?

Pat Vincent-Collawn, Chairman and CEO

No. They have reported on the fact that they have had closed sessions and deliberated over the merger case and in particular that Chairman O'Connell has recused himself and they have deliberated on that. That is all we have heard. I would assume, at some point in time, they would report out at an open meeting, but there is no timetable for them to do that.

Jonathan Reeder, Analyst (Wells Fargo)

Okay. And then I guess how do you guys handle it from year end with the merger agreement expiring here in April, if you haven't heard anything from the commission and you haven't pulled your appeal? What should we expect in terms of that?

Pat Vincent-Collawn, Chairman and CEO

The Board is going to consider all the merger and potential merger extension items in due course and I'm not going to speculate now on what happens in that April timeframe.

Jonathan Reeder, Analyst (Wells Fargo)

Okay. And then given the passage of time and everything, are there additional concessions that might need to be made? Do you think all the prior signatories to this settlement are still on board with the deal? Should we expect you to file a new settlement agreement that at least encapsulates the commitments that AVANGRID made after the last settlement was filed?

Pat Vincent-Collawn, Chairman and CEO

I haven't heard that any of the interveners are not on board. We have not been actively talking to them about this and starting the rate case and grid mod with them, and I'm not going to speculate on a new application until we hear what the commission has to say. That's really what we need to hear before we decide next steps.

Jonathan Reeder, Analyst (Wells Fargo)

Okay. And then I guess from the standalone growth perspective, I was a little confused on Slide 15. Is the 5% long-term growth target off the midpoint of the '23 guidance at $2.70 — like a five-year target — or are you reiterating the 5% through 2025 off the 2020 base?

Lisa Eden, Senior Vice President, Chief Financial Officer and Treasurer

Jonathan, we are very pleased with this slide. You can see a 6.7% CAGR from 2013 to 2023 and what we have said is that we're comfortable with our growth target of 5%. We set out the growth target for 2020 to 2025 and we will provide details later in the year, but at this point we're comfortable with the 5% growth.

Jonathan Reeder, Analyst (Wells Fargo)

But just the 5% growth through 2025 or extending beyond there?

Lisa Eden, Senior Vice President, Chief Financial Officer and Treasurer

We are comfortable with 2020 to 2025 and as we look forward, 5% is a growth target we are comfortable with. When we provide our updated capital spending beyond 2025 later this year, we'll provide more detail.

Pat Vincent-Collawn, Chairman and CEO

And Jonathan, if you look at our capital slide, we haven't updated our capital past 2025. So when we do that, we would go further on those numbers, but right now 2025 is the furthest we have for our projections.

Jonathan Reeder, Analyst (Wells Fargo)

Okay. And then last for me, expanding on the discussion of financing needs in the merger scenario: Can you talk a little more about how you would address the $1 billion outstanding under the term loan? Is it just long-term debt, a combination of debt and equity beyond the $200 million already contemplated in guidance, or perhaps issue a convertible?

Lisa Eden, Senior Vice President, Chief Financial Officer and Treasurer

Jonathan, what we've said is that we will put permanent financing in place. We have talked about our equity needs for this year. But beyond 2023, we haven't exactly defined what that's going to look like. Of course, that will be something that we will address later in the year.

Jonathan Reeder, Analyst (Wells Fargo)

Okay. All right. Great. Thank you for taking my questions.

Lisa Eden, Senior Vice President, Chief Financial Officer and Treasurer

You're welcome.

Pat Vincent-Collawn, Chairman and CEO

Thank you and have a great weekend.

Operator, Operator

Our next question will come from Anthony Crowdell with Mizuho. Please go ahead.

Anthony Crowdell, Analyst (Mizuho)

Hey. Good morning. Thanks for the update on National Bartender Day. I really appreciate it. I just have one quick one and I apologize if you've already addressed this; it's on Slide 13 kind of where Jonathan was headed. You mentioned a non-merger scenario potentially requiring $20 million of equity. Would that equity be required only if the merger was voted down, or if the merger approval process is still going on by the end of '23, would the company still do the equity? I appreciate if you don't want to discuss it because the deal is still pending.

Pat Vincent-Collawn, Chairman and CEO

Yeah. So we really can't answer that one right now, because it requires a whole bunch of discussions with the Board and AVANGRID about whether the appeal is still going on. So we will update you on that next time when we have more clarity.

Anthony Crowdell, Analyst (Mizuho)

Perfect. Thanks so much. I'll go tip the bartender now. Thanks.

Pat Vincent-Collawn, Chairman and CEO

Okay.

Operator, Operator

Our next question will come from Tim Winter with Gabelli Funds. Please go ahead.

Tim Winter, Analyst (Gabelli Funds)

Good morning and congrats on a good year.

Pat Vincent-Collawn, Chairman and CEO

Thank you.

Don Tarry, President and Chief Operating Officer

Thanks, Tim.

Lisa Eden, Senior Vice President, Chief Financial Officer and Treasurer

Good morning, Tim.

Tim Winter, Analyst (Gabelli Funds)

I was just hoping for some more clarification on the interplay of the merger application between the Supreme Court and the commission. My understanding is you need to pull the appeal with the Supreme Court to get the commission moving on your merger application. And then if the Supreme Court remands it back to the commission, let's say today, what would be the next process? And finally, with one commissioner recusing himself, do you need both of the other commissioners to approve it, or how does that work?

Pat Vincent-Collawn, Chairman and CEO

So on the last point, yes—you need two commissioners to approve it. With one commissioner having recused himself, if you get a one-to-one tie, it fails. On the remand question: the Supreme Court hasn't held arguments yet and they haven't briefed anything. The odds of them remanding it today are slim to none. What would need to happen for it to come back is that the parties would have to request the case be sent back from the Supreme Court to the commission, and the Supreme Court would have to consider that request. In short, it wouldn't just be our decision; it would require action by the court and the parties.

Tim Winter, Analyst (Gabelli Funds)

Okay. So that wouldn't just be your decision; it's more than that.

Pat Vincent-Collawn, Chairman and CEO

Yeah, correct. It is more than that.

Tim Winter, Analyst (Gabelli Funds)

Okay. And do you have any thoughts on extending the merger agreement or how long this is going to play out?

Pat Vincent-Collawn, Chairman and CEO

No, Tim. We're just going to wait; the Board will consider everything in due course. There's really no reason for them to think about it now because it's only February. We'll see what happens between now and then and they will decide at the appropriate time.

Tim Winter, Analyst (Gabelli Funds)

Okay. Thank you.

Pat Vincent-Collawn, Chairman and CEO

You're welcome.

Operator, Operator

This concludes our question-and-answer session. I'd like to turn the conference back over to Pat Vincent-Collawn for any closing remarks.

Pat Vincent-Collawn, Chairman and CEO

Thank you, Joe. And again, thank you all for joining us this morning. As I've said multiple times, tip your bartender well and please take a taxi home. Stay safe.

Operator, Operator

The conference has now concluded. Thank you very much for attending today's presentation. You may now disconnect your lines.