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8-K - 8-K - ITC Holdings Corp.a13-23224_18k.htm

Exhibit 99.1

 

GRAPHIC

 

ITC Holdings Reports Increased Third Quarter and Year-To-Date 2013 Results; Updates 2013 Operating Earnings Per Share Guidance and 2013 Capital Guidance

 

Highlights

 

·             Operating earnings for the third quarter of $1.26 per diluted common share; reported earnings for the third quarter of $1.12 per diluted common share

·             Operating earnings for the nine months ended September 30, 2013 of $3.57 per diluted common share; reported earnings for the nine months ended September 30, 2013 of $2.96 per diluted common share

·             Capital investments of $648.9 million for the nine months ended September 30, 2013

·             2013 operating earnings per share guidance updated to $4.84 to $4.92 per share

·             2013 capital investment guidance updated to a range of $810 to $860 million

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

(in thousands, except per share data)

 

2013

 

2012

 

2013

 

2012

 

OPERATING REVENUES

 

$

238,782

 

$

214,801

 

$

685,903

 

$

608,889

 

 

 

 

 

 

 

 

 

 

 

REPORTED NET INCOME

 

$

58,984

 

$

51,183

 

$

156,569

 

$

139,620

 

 

 

 

 

 

 

 

 

 

 

OPERATING EARNINGS

 

$

66,510

 

$

56,059

 

$

188,644

 

$

159,518

 

 

 

 

 

 

 

 

 

 

 

REPORTED DILUTED EPS

 

$

1.12

 

$

0.98

 

$

2.96

 

$

2.68

 

 

 

 

 

 

 

 

 

 

 

OPERATING DILUTED EPS

 

$

1.26

 

$

1.07

 

$

3.57

 

$

3.05

 

 

NOVI, Mich., October 31 2013, ITC Holdings Corp. (NYSE: ITC) today announced its results for the third quarter and nine month period ended September 30, 2013.  Reported net income for the quarter, measured in accordance with Generally Accepted Accounting Principles (GAAP), was $59.0 million, or $1.12 per diluted common share, compared to $51.2 million or $0.98 per diluted common share for the third quarter of 2012.  For the nine months ended September 30, 2013, reported net income was $156.6 million, or $2.96 per diluted common share, compared to $139.6 million, or $2.68 per diluted common share for the same period last year.

 

Operating earnings for the third quarter of 2013 were $66.5 million, or $1.26 per diluted common share, compared to $56.1 million, or $1.07 per diluted common share for the third quarter of 2012. For the nine months ended September 30, 2013, operating earnings were $188.6 million, or $3.57 per diluted common share, compared to $159.5 million, or $3.05 per diluted common share for the same period last year.  Operating earnings are a non-GAAP measure that exclude the impact of the following after-tax expenses associated with:

 

·                  The Entergy Corporation (Entergy) transaction of approximately $7.5 million or $0.14 per diluted common share, and $5.0 million or $0.09 per diluted common share, for the third quarter 2013 and 2012, respectively. These expenses totaled approximately $31.9 million or $0.61 per diluted common share and $11.6 million, or $0.21 per diluted common share, for the nine months ended September 30, 2013 and 2012, respectively.

·                  An estimated refund liability of approximately $0.1 million for the third quarter 2013 recorded for certain acquisition accounting adjustments for ITC Midwest, ITCTransmission

 

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and METC resulting from the FERC audit order on ITC Midwest issued in May 2012. For the nine months ended September 30, 2013 and 2012, amounts recorded associated with this matter totaled $0.2 million and $8.3 million or $0.16 per diluted common share respectively.

 

Operating earnings increased by $10.5 million, or $0.19 per diluted common share, for the third quarter compared to the same period in 2012. For the nine months ended September 30, 2013, operating earnings increased $29.1 million, or $0.52 per diluted common share, compared to the same period last year.  The increases in both periods were largely attributable to higher income associated with increased rate base and AFUDC at our operating companies, resulting from the continued execution of our capital investment plans.

 

ITC invested $648.9 million in capital projects at its operating companies during the first nine months of 2013, including $170.7 million at ITCTransmission, $127.8 million at METC, $245.8 million at ITC Midwest and $104.6 million at ITC Great Plains.

 

“Thus far, 2013 has proven to be a demanding year for us as we seek to continue to execute on our stand-alone initiatives while also advancing the Entergy transaction towards a successful close,” said Joseph L. Welch, chairman, president and CEO of ITC. “I am very pleased with how the organization has risen to meet this challenge and believe that we are well-positioned to meet our operational and financial objectives for the year.  We are also continuing to navigate the complex regulatory approval process for the Entergy transaction and hope to make meaningful progress with these efforts by year-end.”

 

EPS and Capital Expenditure Guidance

 

For 2013, ITC is updating its full year operating earnings per share guidance to a range of $4.84 to $4.92, from the previous range of $4.80 to $5.00.  Capital investment guidance for 2013 has also been updated to a range of $810 to $860 million, from the prior range of $760 to $860 million.  The updated guidance range includes capital forecasts at our regulated operating subsidiaries of $215 to $230 million for ITCTransmission, $170 to $180 million for METC, $285 to $300 million for ITC Midwest and $140 to $150 million for ITC Great Plains.

 

Third Quarter 2013 Operating Earnings Financial Results Detail

 

ITC’s operating revenues for the third quarter increased to $238.8 million compared to $214.8 million for the third quarter of 2012. This increase was primarily due to higher revenue requirements attributable to higher rate base at our regulated operating subsidiaries. In addition, regional cost sharing revenues increased due to additional capital projects being placed in-service that have been identified as eligible for regional cost sharing.

 

Operation and maintenance (O&M) expenses of $29.7 million decreased by $1.8 million compared to the same period in 2012. This decrease was primarily due to lower vegetation management requirements and lower NERC compliance activities associated with surveying overhead transmission lines.

 

General and administrative (G&A) expenses of $22.9 million were $2.4 million higher compared to the same period in 2012. The amounts for the third quarter 2013 and 2012 exclude approximately $9.0 million and $7.4 million, respectively, associated with adjustments to operating earnings relating to Entergy transaction costs noted previously.  This increase was primarily due to higher general business expenses, including an increase in information technology expenses and higher labor related expenses associated with personnel increases.  These increases were partially offset by lower outside legal fees.

 

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Depreciation and amortization expenses of $29.8 million increased by $2.3 million compared to the same period in 2012 due to a higher depreciable base resulting from property, plant and equipment additions.

 

Taxes other than income taxes of $16.7 million were $2.0 million higher than the same period in 2012. This increase was due to 2012 capital additions at our regulated operating subsidiaries, which are included in the tax base for 2013 personal property taxes.

 

Interest expense of $43.0 million increased by $4.3 million compared to the same period in 2012. The amounts for the third quarter 2013 and 2012 exclude approximately $1.1 million and $0.2 million, respectively, associated with adjustments to operating earnings noted previously. This increase was due primarily to higher borrowing levels to finance capital investments.

 

The effective income tax rate for the third quarter of 2013 was 35.9 percent compared to 35.7 percent for the same period last year. The amounts for the third quarter 2013 and 2012 exclude approximately $2.6 million and $2.7 million, respectively, associated with adjustments to operating earnings noted previously.

 

Year-To-Date 2013 Financial Results Detail

 

ITC’s operating revenues for the nine months ended September 30, 2013 increased to $685.9 million compared to $619.9 million for the same period last year, which amount excludes an $11.0 million reduction in revenues associated with the ITC Midwest FERC audit-related refunds recorded for ITCTransmission, METC and ITC Midwest. This increase was primarily due to higher network revenues attributable to higher rate base at all of our regulated operating subsidiaries. In addition, the increase resulted from higher regional cost sharing revenues primarily due to additional capital projects being placed into service that have been identified as eligible for regional cost sharing.

 

O&M expenses of $83.9 million were $6.4 million lower for the nine months ended September 30, 2013 compared to the same period in 2012. This decrease was primarily due to lower vegetation management requirements and lower NERC compliance activities associated with surveying overhead transmission lines.

 

G&A expenses of $68.9 million were $7.5 million higher compared to the same period in 2012. The amounts for 2013 and 2012 exclude approximately $41.9 million and $17.4 million, respectively, associated with adjustments to operating earnings relating to Entergy transaction costs noted previously.  This increase was due to higher labor related expenses associated with personnel increases and higher professional services associated with legal, advisory and financial service fees.

 

Depreciation and amortization expenses of $87.6 million increased by $9.1 million for the nine months ended September 30, 2013 compared to the same period in 2012. This increase was primarily due to a higher depreciable base resulting from property, plant and equipment additions.

 

Taxes other than income taxes of $49.5 million were $5.3 million higher compared to the same period in 2012. This increase was due to 2012 capital additions at our regulated operating subsidiaries, which are included in the tax base for 2013 personal property taxes.

 

Interest expense of $121.8 million increased by $6.3 million compared to the same period in 2012. The amounts for year-to-date 2013 and 2012 exclude approximately $1.7 million and $1.4 million, respectively, associated with adjustments to operating earnings noted previously. This increase was due primarily to higher borrowing levels to finance capital investments.

 

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The effective income tax rate for the nine months ended September 30, 2013 was 36.2 percent compared to 35.4 percent for the same period in 2012. The amounts for year-to-date 2013 and 2012 exclude approximately $11.6 million and $10.8 million, respectively, associated with adjustments to operating earnings noted previously.

 

Third Quarter Conference Call

 

ITC will also conduct a webcast and conference call at 11 a.m. Eastern on Thursday, October 31, 2013.  Joseph L. Welch, chairman, president and CEO, will provide a business overview, and Cameron M. Bready, executive vice president and CFO, will discuss the financial results. Individuals wishing to participate in the conference call may dial toll-free (877) 644-1296 (domestic) or (914) 495-8555 (international); there is no passcode.  A listen-only live webcast of the conference call, including accompanying slides and the earnings release, will be available on the company’s investor information page.  The conference call replay, available through Friday, November 8, 2013, can be accessed by dialing 855-859-2056 (toll free) or 404-537-3406, passcode 82749220. The webcast will also be archived on the ITC website.

 

Other Available Information

 

More detail about the third quarter results may be found in ITC’s Form 10-Q filing. Once filed with the Securities and Exchange Commission, an electronic copy of our 10-Q can be found at our website, http://investor.itc-holdings.com. Written copies can also be made available by contacting us through our website.

 

About ITC Holdings Corp.

 

ITC Holdings Corp. (NYSE: ITC) is the nation’s largest independent electric transmission company. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, lower the overall cost of delivered energy and allow new generating resources to interconnect to its transmission systems. ITC’s regulated operating subsidiaries include ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains. Through these subsidiaries, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along 15,000 circuit miles of transmission line. Through ITC Grid Development and its subsidiaries, the company also focuses on expansion in areas where significant transmission system improvements are needed. For more information, please visit ITC’s website at www.itc-holdings.com. (ITC-itc-F)

 

GAAP v. Non-GAAP Measures

 

ITC’s reported earnings are prepared in accordance with GAAP and represent earnings as reported to the Securities and Exchange Commission.  ITC’s management believes the company’s operating earnings, or GAAP earnings adjusted for specific items as described in the release, provide a more meaningful representation of the company’s fundamental earnings power.  However, such measures should not be considered in isolation or as substitutes for results prepared in accordance with GAAP.

 

Safe Harbor Statement

 

This press release contains certain statements that describe our management’s beliefs concerning future business conditions, plans and prospects, growth opportunities and the outlook for our business and the electricity transmission industry based upon information currently available. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Wherever possible, we have identified these forward-looking statements by words such as “will,” “may,” “anticipates,” “believes,” “intends,” “estimates,” “expects,” “projects” and similar phrases. These forward-looking statements are based upon assumptions our management believes are reasonable.  Such forward looking statements are subject to risks and uncertainties which could cause our actual results, performance and achievements to differ materially from those expressed in, or implied by, these statements, including, among others, the

 

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risks and uncertainties disclosed in our Form 10-Q filed with the Securities and Exchange Commission.

 

Because our forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different and any or all of our forward-looking statements may turn out to be wrong.  Forward-looking statements speak only as of the date made and can be affected by assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this release and in our annual and quarterly reports will be important in determining future results. Consequently, we cannot assure you that our expectations or forecasts expressed in such forward-looking statements will be achieved. Actual future results may vary materially. Except as required by law, we undertake no obligation to publicly update any of our forward-looking or other statements, whether as a result of new information, future events, or otherwise.

 

Investor/Analyst contact: Gretchen Holloway, 248-946-3595; gholloway@itctransco.com

 

Media contact: Robert Doetsch, 248-946-3493; rdoetsch@itctransco.com

 

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ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

(in thousands, except per share data)

 

2013

 

2012

 

2013

 

2012

 

OPERATING REVENUES

 

$

238,782

 

$

214,801

 

$

685,903

 

$

608,889

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Operation and maintenance

 

29,725

 

31,544

 

83,906

 

90,314

 

General and administrative

 

31,902

 

27,906

 

110,767

 

78,791

 

Depreciation and amortization

 

29,802

 

27,466

 

87,583

 

78,453

 

Taxes other than income taxes

 

16,728

 

14,721

 

49,492

 

44,186

 

Other operating (income) and expense — net

 

(197

)

(190

)

(542

)

(586

)

Total operating expenses

 

107,960

 

101,447

 

331,206

 

291,158

 

OPERATING INCOME

 

130,822

 

113,354

 

354,697

 

317,731

 

OTHER EXPENSES (INCOME)

 

 

 

 

 

 

 

 

 

Interest expense - net

 

44,062

 

38,924

 

123,527

 

116,918

 

Allowance for equity funds used during construction

 

(8,290

)

(5,622

)

(25,315

)

(15,800

)

Other income

 

(786

)

(884

)

(824

)

(2,171

)

Other expense

 

2,164

 

1,415

 

5,388

 

2,473

 

Total other expenses (income)

 

37,150

 

33,833

 

102,776

 

101,420

 

INCOME BEFORE INCOME TAXES

 

93,672

 

79,521

 

251,921

 

216,311

 

INCOME TAX PROVISION

 

34,688

 

28,338

 

95,352

 

76,691

 

NET INCOME

 

$

58,984

 

$

51,183

 

$

156,569

 

$

139,620

 

Basic earnings per common share

 

$

1.12

 

$

0.99

 

$

2.99

 

$

2.72

 

Reported diluted earnings per common share

 

$

1.12

 

$

0.98

 

$

2.96

 

$

2.68

 

Operating diluted earnings per common share

 

$

1.26

 

$

1.07

 

$

3.57

 

$

3.05

 

Dividends declared per common share

 

$

0.4250

 

$

0.3775

 

$

1.1800

 

$

1.0825

 

 

RECONCILIATION OF REPORTED NET INCOME (GAAP) TO OPERATING EARNINGS (NON-GAAP MEASURE) - UNAUDITED

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Reported net income

 

$

58,984

 

$

51,183

 

$

156,569

 

$

139,620

 

Pre-tax Entergy transaction related expenses

 

9,997

 

7,533

 

43,385

 

17,667

 

Pre-tax liability for audit related refund

 

103

 

54

 

308

 

13,047

 

Income taxes on adjustments

 

(2,574

)

(2,711

)

(11,618

)

(10,816

)

Operating earnings

 

$

66,510

 

$

56,059

 

$

188,644

 

$

159,518

 

 

RECONCILIATION OF REPORTED DILUTED EPS (GAAP) TO OPERATING DILUTED EPS (NON-GAAP MEASURE) - UNAUDITED

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Reported diluted EPS

 

$

1.12

 

$

0.98

 

$

2.96

 

$

2.68

 

Pre-tax Entergy transaction related expenses

 

0.19

 

0.14

 

0.82

 

0.33

 

Pre-tax liability for audit related refund

 

0.00

 

0.00

 

0.01

 

0.25

 

Income taxes on adjustments

 

(0.05

)

(0.05

)

(0.22

)

(0.21

)

Operating diluted EPS

 

$

1.26

 

$

1.07

 

$

3.57

 

$

3.05

 

 

6



 

ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

 

 

 

September 30,

 

December 31,

 

(in thousands, except share data)

 

2013

 

2012

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

50, 704

 

26,187

 

Accounts receivable

 

103,585

 

72,192

 

Inventory

 

36,282

 

37,357

 

Deferred income taxes

 

18,925

 

23,014

 

Regulatory assets — revenue accruals, including accrued interest

 

6,620

 

7,489

 

Prepaid and other current assets

 

18,053

 

31,987

 

Total current assets

 

234,169

 

198,226

 

Property, plant and equipment (net of accumulated depreciation and amortization of $1,319,710 and $1,269,810, respectively)

 

4,687,581

 

4,134,579

 

Other assets

 

 

 

 

 

Goodwill

 

950,163

 

950,163

 

Intangible assets (net of accumulated amortization of $20,801 and $18,397, respectively)

 

49,431

 

48,492

 

Other regulatory assets

 

186,926

 

180,378

 

Deferred financing fees (net of accumulated amortization of $14,390 and $17,838, respectively)

 

26,279

 

19,293

 

Other

 

37,851

 

33,678

 

Total other assets

 

1,250,650

 

1,232,004

 

TOTAL ASSETS

 

$

6,172,400

 

$

5,564,809

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

105,285

 

$

123,022

 

Accrued payroll

 

17,738

 

20,740

 

Accrued interest

 

30,170

 

44,708

 

Accrued taxes

 

17,650

 

28,117

 

Regulatory liabilities — revenue deferrals, including accrued interest

 

38,296

 

53,763

 

Refundable deposits from generators for transmission network upgrades

 

29,656

 

40,745

 

Debt maturing within one year

 

210,000

 

651,929

 

Other

 

16,759

 

40,287

 

Total current liabilities

 

465,554

 

1,003,311

 

Accrued pension and postretirement liabilities

 

58,395

 

53,243

 

Deferred income taxes

 

555,038

 

460,072

 

Regulatory liabilities — revenue deferrals, including accrued interest

 

74,223

 

28,613

 

Regulatory liabilities — accrued asset removal costs

 

70,226

 

75,477

 

Refundable deposits from generators for transmission network upgrades

 

15,392

 

7,623

 

Other

 

20,139

 

26,317

 

Long-term debt

 

3,364,900

 

2,495,298

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, without par value, 100,000,000 shares authorized, 52,471,354 and 52,248,514 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively.

 

1,003,709

 

989,334

 

Retained earnings

 

538,317

 

443,569

 

Accumulated other comprehensive income (loss)

 

6,507

 

(18,048

)

Total stockholders’ equity

 

1,548,533

 

1,414,855

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

6,172,400

 

$

5,564,809

 

 

7



 

ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

Nine months ended

 

 

 

September 30,

 

(in thousands)

 

2013

 

2012

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

156,569

 

$

139,620

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization expense

 

87,583

 

78,453

 

Recognition, refund and collection of revenue accruals and deferrals — including accrued interest

 

30,369

 

25,748

 

Deferred income tax expense

 

69,733

 

44,921

 

Allowance for equity funds used during construction

 

(25,315

)

(15,800

)

Other

 

13,113

 

9,030

 

Changes in assets and liabilities, exclusive of changes shown separately:

 

 

 

 

 

Accounts receivable

 

(31,115

)

(12,182

)

Inventory

 

1,075

 

979

 

Prepaid and other current assets

 

11,208

 

(5,776

)

Accounts payable

 

4,044

 

(10,637

)

Accrued payroll

 

(1,707

)

(1,865

)

Accrued interest

 

(14,538

)

(247

)

Accrued taxes

 

(10,467

)

(5,773

)

Other current liabilities

 

7,979

 

11,474

 

Other non-current assets and liabilities, net

 

(6,328

)

410

 

Net cash provided by operating activities

 

292,203

 

258,355

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Expenditures for property, plant and equipment

 

(630,485

)

(637,386

)

Proceeds from sale of securities

 

42,174

 

5,935

 

Purchases of securities

 

(43,398

)

(10,786

)

Other

 

(3,340

)

(747

)

Net cash used in investing activities

 

(635,049

)

(642,984

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Issuance of long-term debt

 

933,025

 

100,000

 

Borrowings under revolving credit agreements

 

890,400

 

1,073,550

 

Borrowings under term loan credit agreements

 

535,000

 

200,000

 

Retirement of long-term debt

 

(452,000

)

 

Repayments of revolving credit agreements

 

(1,004,100

)

(960,350

)

Repayments of term loan credit agreements

 

(475,000

)

 

Issuance of common stock

 

8,213

 

4,929

 

Dividends on common stock and restricted stock

 

(61,821

)

(55,677

)

Refundable deposits from generators for transmission network upgrades

 

26,898

 

31,157

 

Repayment of refundable deposits from generators for transmission network upgrades

 

(30,279

)

(31,186

)

Other

 

(2,973

)

(6,112

)

Net cash provided by financing activities

 

367,363

 

356,311

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

24,517

 

(28,318

)

CASH AND CASH EQUIVALENTS — Beginning of period

 

26,187

 

58,344

 

CASH AND CASH EQUIVALENTS — End of period

 

$

50,704

 

$

30,026

 

 

8