Cover and table of contents
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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022
— OR —
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __ to __
Commission File Number 001-38086
Vistra Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 36-4833255 | |||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| 6555 Sierra Drive, | Irving, | Texas | 75039 | (214) | 812-4600 | |||||||||||||||
| (Address of principal executive offices) (Zip Code) | (Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
| Common stock, par value $0.01 per share | VST | New York Stock Exchange | ||||||||||||
| Warrants | VST.WS.A | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 3, 2022, there were 431,822,253 shares of common stock, par value $0.01, outstanding of Vistra Corp.
TABLE OF CONTENTS
Vistra Corp.'s (Vistra) annual reports, quarterly reports, current reports and any amendments to those reports are made available to the public, free of charge, on the Vistra website at http://www.vistracorp.com, as soon as reasonably practicable after they have been filed with or furnished to the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. Additionally, Vistra posts important information, including press releases, investor presentations, sustainability reports, and notices of upcoming events on its website and utilizes its website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD. Investors may be notified of posting to the website by signing up for email alerts and RSS feeds on the "Investor Relations" page of Vistra's website. The information on Vistra's website shall not be deemed a part of, or incorporated by reference into, this quarterly report on Form 10-Q. The representations and warranties contained in any agreement that we have filed as an exhibit to this quarterly report on Form 10-Q, or that we have or may publicly file in the future, may contain representations and warranties that may (i) be made by and to the parties thereto at specific dates, (ii) be subject to exceptions and qualifications contained in separate disclosure schedules, (iii) represent the parties' risk allocation in the particular transaction, or (iv) be qualified by materiality standards that differ from what may be viewed as material for securities law purposes.
This quarterly report on Form 10-Q and other Securities and Exchange Commission filings of Vistra and its subsidiaries occasionally make references to Vistra (or "we," "our," "us" or "the Company"), Luminant, TXU Energy, Ambit, Value Based Brands, Dynegy Energy Services, Homefield Energy, TriEagle Energy, Public Power or U.S. Gas & Electric, when describing actions, rights or obligations of their respective subsidiaries. These references reflect the fact that the subsidiaries are consolidated with, or otherwise reflected in, the Vistra financial statements for financial reporting purposes. However, these references should not be interpreted to imply that the parent company is actually undertaking the action or has the rights or obligations of the relevant subsidiary company or vice versa.
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GLOSSARY
When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.
| 2021 Form 10-K | Vistra's annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022 | |||||||
| Ambit or Ambit Energy | Ambit Holdings, LLC, and/or its subsidiaries (d/b/a Ambit), depending on context | |||||||
| ARO | asset retirement and mining reclamation obligation | |||||||
| CAISO | The California Independent System Operator | |||||||
| CARES Act | Coronavirus Aid, Relief, and Economic Security Act | |||||||
| CCGT | combined cycle gas turbine | |||||||
| CCR | coal combustion residuals | |||||||
| CFTC | U.S. Commodity Futures Trading Commission | |||||||
| CME | Chicago Mercantile Exchange | |||||||
| CO****2 | carbon dioxide | |||||||
| CPUC | California Public Utilities Commission | |||||||
| Crius | Crius Energy Trust and/or its subsidiaries, depending on context | |||||||
| Dynegy | Dynegy Inc., and/or its subsidiaries, depending on context | |||||||
| Dynegy Energy Services | Dynegy Energy Services, LLC and Dynegy Energy Services (East), LLC (each d/b/a Dynegy, Better Buy Energy, Brighten Energy, Honor Energy and True Fit Energy), indirect, wholly owned subsidiaries of Vistra, that are REPs in certain areas of MISO and PJM, respectively, and are engaged in the retail sale of electricity to residential and business customers. | |||||||
| EBITDA | earnings (net income) before interest expense, income taxes, depreciation and amortization | |||||||
| Effective Date | October 3, 2016, the date our predecessor completed its reorganization under Chapter 11 of the U.S. Bankruptcy Code | |||||||
| Emergence | emergence of our predecessor from reorganization under Chapter 11 of the U.S. Bankruptcy Code as subsidiaries of a newly formed company, Vistra, on the Effective Date | |||||||
| EPA | U.S. Environmental Protection Agency | |||||||
| ERCOT | Electric Reliability Council of Texas, Inc. | |||||||
| ESS | energy storage system | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||
| FERC | U.S. Federal Energy Regulatory Commission | |||||||
| GAAP | generally accepted accounting principles | |||||||
| GHG | greenhouse gas | |||||||
| GWh | gigawatt-hours | |||||||
| Homefield Energy | Illinois Power Marketing Company (d/b/a Homefield Energy), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of MISO that is engaged in the retail sale of electricity to municipal customers | |||||||
| ICE | Intercontinental Exchange | |||||||
| IEPA | Illinois Environmental Protection Agency | |||||||
| IPCB | Illinois Pollution Control Board | |||||||
| IRC | Internal Revenue Code of 1986, as amended | |||||||
| IRS | U.S. Internal Revenue Service | |||||||
| ISO | independent system operator | |||||||
| ISO-NE | ISO New England Inc. | |||||||
| LIBOR | London Interbank Offered Rate, an interest rate at which banks can borrow funds, in marketable size, from other banks in the London interbank market | |||||||
| load | demand for electricity | |||||||
| LTSA | long-term service agreements for plant maintenance | |||||||
| Luminant | subsidiaries of Vistra engaged in competitive market activities consisting of electricity generation and wholesale energy sales and purchases as well as commodity risk management |
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| market heat rate | Heat rate is a measure of the efficiency of converting a fuel source to electricity. Market heat rate is the implied relationship between wholesale electricity prices and natural gas prices and is calculated by dividing the wholesale market price of electricity, which is based on the price offer of the marginal supplier (generally natural gas plants), by the market price of natural gas. | |||||||
| Merger | the merger of Dynegy with and into Vistra, with Vistra as the surviving corporation | |||||||
| Merger Date | April 9, 2018, the date Vistra and Dynegy completed the transactions contemplated by the Agreement and Plan of Merger, dated as of October 29, 2017, by and between Vistra and Dynegy | |||||||
| MISO | Midcontinent Independent System Operator, Inc. | |||||||
| MMBtu | million British thermal units | |||||||
| Moody's | Moody's Investors Service, Inc. (a credit rating agency) | |||||||
| MSHA | U.S. Mine Safety and Health Administration | |||||||
| MW | megawatts | |||||||
| MWh | megawatt-hours | |||||||
| NERC | North American Electric Reliability Corporation | |||||||
| NO****X | nitrogen oxide | |||||||
| NRC | U.S. Nuclear Regulatory Commission | |||||||
| NYISO | New York Independent System Operator, Inc. | |||||||
| NYMEX | the New York Mercantile Exchange, a commodity derivatives exchange | |||||||
| Parent | Vistra Corp. | |||||||
| PJM | PJM Interconnection, LLC | |||||||
| Plan of Reorganization | Third Amended Joint Plan of Reorganization filed by the parent company of our predecessor in August 2016 and confirmed by the U.S. Bankruptcy Court for the District of Delaware in August 2016 solely with respect to our predecessor | |||||||
| PrefCo | Vistra Preferred Inc. | |||||||
| PrefCo Preferred Stock Sale | as part of the tax-free spin-off from Energy Future Holdings Corp. (EFH Corp.), executed pursuant to the Plan of Reorganization on the Effective Date by our predecessor, the contribution of certain of the assets of our predecessor and its subsidiaries by a subsidiary of TEX Energy LLC to PrefCo in exchange for all of PrefCo's authorized preferred stock, consisting of 70,000 shares, par value $0.01 per share | |||||||
| Preferred Stock | Vistra's Series A Preferred Stock and Series B Preferred Stock | |||||||
| Public Power | Public Power, LLC (d/b/a Public Power), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of PJM, ISO-NE, NYISO and MISO that is engaged in the retail sale of electricity to residential and business customers | |||||||
| PUCT | Public Utility Commission of Texas | |||||||
| REP | retail electric provider | |||||||
| RCT | Railroad Commission of Texas, which among other things, has oversight of lignite mining activity in Texas, and has jurisdiction over oil and natural gas exploration and production, permitting and inspecting intrastate pipelines, and overseeing natural gas utility rates and compliance | |||||||
| RTO | regional transmission organization | |||||||
| S&P | Standard & Poor's Ratings (a credit rating agency) | |||||||
| SEC | U.S. Securities and Exchange Commission | |||||||
| Securities Act | Securities Act of 1933, as amended | |||||||
| Series A Preferred Stock | Vistra's 8.0% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share | |||||||
| Series B Preferred Stock | Vistra's 7.0% Series B Fixed-Rate Reset Cumulative Green Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share | |||||||
| SG&A | selling, general and administrative | |||||||
| SO****2 | sulfur dioxide | |||||||
| Tax Matters Agreement | Tax Matters Agreement, dated as of the Effective Date, by and among EFH Corp., Energy Future Intermediate Holding Company LLC, EFIH Finance Inc. and EFH Merger Co. LLC |
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| TCEH | Texas Competitive Electric Holdings Company LLC, a direct, wholly owned subsidiary of Energy Future Competitive Holdings Company LLC, and, prior to the Effective Date, the parent company of our predecessor, depending on context, that were engaged in electricity generation and wholesale and retail energy market activities, and whose major subsidiaries included Luminant and TXU Energy | |||||||
| TCEQ | Texas Commission on Environmental Quality | |||||||
| TRA | Tax Receivables Agreement, containing certain rights (TRA Rights) to receive payments from Vistra related to certain tax benefits, including benefits realized as a result of certain transactions entered into at Emergence (see Note 7 to the Financial Statements) | |||||||
| TRE | Texas Reliability Entity, Inc., an independent organization that develops reliability standards for the ERCOT region and monitors and enforces compliance with NERC standards and monitors compliance with ERCOT protocols | |||||||
| TriEagle Energy | TriEagle Energy, LP (d/b/a TriEagle Energy, TriEagle Energy Services, Eagle Energy, Energy Rewards, Power House Energy and Viridian Energy), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of ERCOT and PJM that is engaged in the retail sale of electricity to residential and business customers | |||||||
| TXU Energy | TXU Energy Retail Company LLC (d/b/a TXU), an indirect, wholly owned subsidiary of Vistra that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers | |||||||
| U.S. | United States of America | |||||||
| U.S. Gas & Electric | U.S. Gas and Electric, Inc. (d/b/a USG&E, Illinois Gas & Electric and ILG&E), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of PJM, ISO-NE, NYISO and MISO that is engaged in the retail sale of electricity to residential and business customers | |||||||
| Value Based Brands | Value Based Brands LLC (d/b/a 4Change Energy, Express Energy and Veteran Energy), an indirect, wholly owned subsidiary of Vistra that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers | |||||||
| Vistra | Vistra Corp. and/or its subsidiaries, depending on context | |||||||
| Vistra Intermediate | Vistra Intermediate Company LLC, a direct, wholly owned subsidiary of Vistra | |||||||
| Vistra Operations | Vistra Operations Company LLC, an indirect, wholly owned subsidiary of Vistra that is the issuer of certain series of notes (see Note 10 to the Financial Statements) and borrower under the Vistra Operations Credit Facilities | |||||||
| Vistra Operations Credit Agreement | Credit agreement, dated as of October 3, 2016 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time), by and among Vistra Operations, Vistra Intermediate, the lenders party thereto, the letter of credit issuers party thereto, the administrative agent, the collateral agent, and the other parties named therein | |||||||
| Vistra Operations Credit Facilities | Vistra Operations senior secured financing facilities (see Note 10 to the Financial Statements) |
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PART I. FINANCIAL INFORMATION
Next: Item 1. FINANCIAL STATEMENTS