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8-K - 8-K - ITC Holdings Corp.a14-18486_18k.htm

Exhibit 99.1

 

 

ITC Reports Second Quarter and Year-to-Date 2014 Results

 

Highlights

 

·              Second quarter 2014 operating earnings of $0.46 per diluted common share increased over the same period last year; second quarter 2014 reported earnings of $0.34 per diluted common share

·              Operating earnings for the six months ended June 30, 2014 of $0.90 per diluted common share increased over the same period last year; reported earnings for the six months ended June 30, 2014 of $0.78 per diluted common share

·              Capital investments of $430.1 million for the six months ended June 30, 2014

·              Reaffirmed 2014 operating earnings per share guidance of $1.83 to $1.90 per diluted share and capital expenditure guidance of $730 to $840 million

·              Commenced accelerated share repurchase of up to $150 million

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

(in thousands, except per share data)

 

2014

 

2013

 

2014

 

2013

 

OPERATING REVENUES

 

$

263,214

 

$

229,817

 

$

521,817

 

$

447,121

 

REPORTED NET INCOME

 

$

54,336

 

$

47,395

 

$

123,472

 

$

97,585

 

OPERATING EARNINGS

 

$

72,695

 

$

63,336

 

$

142,462

 

$

122,134

 

REPORTED DILUTED EPS

 

$

0.34

 

$

0.30

 

$

0.78

 

$

0.62

 

OPERATING DILUTED EPS

 

$

0.46

 

$

0.40

 

$

0.90

 

$

0.77

 

 

NOVI, Mich., August 6, 2014 - ITC Holdings Corp. (NYSE: ITC) announced today its results for the second quarter and six-month period ended June 30, 2014.

 

Reported net income for the second quarter, measured in accordance with Generally Accepted Accounting Principles (GAAP), was $54.3 million, or $0.34 per diluted common share, compared to $47.4 million or $0.30 per diluted common share for the second quarter of 2013. For the six months ended June 30, 2014, reported net income was $123.5 million, or $0.78 per diluted common share, compared to $97.6 million, or $0.62 per diluted common share for the same period last year.

 

Operating earnings for the second quarter were $72.7 million, or $0.46 per diluted common share, compared to operating earnings of $63.3 million, or $0.40 per diluted common share for the second quarter of 2013.  For the six months ended June 30, 2014, operating earnings were

 

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$142.5 million, or $0.90 per diluted common share, compared to operating earnings of $122.1 million, or $0.77 per diluted common share for the same period last year.

 

ITC invested $430.1 million in capital projects at its operating companies during the six-month period ended June 30, 2014, including $140.8 million at ITCTransmission, $73.9 million at METC, $119.6 million at ITC Midwest and $95.8 million at ITC Great Plains.

 

“We are very pleased to have delivered another strong quarter, both on the operational and financial front,” said Joseph L. Welch, chairman, president and CEO of ITC. “Our performance in the first half of 2014 has positioned the company well to meet our near- and long-term objectives.  We remain focused on executing on our plans, which are premised on investing in transmission infrastructure for the benefit of customers while also growing the business to deliver value for our investors.”

 

Operating Earnings

 

Operating earnings are non-GAAP measures that exclude the impact of after-tax expenses associated with the following items:

 

1.              The Entergy Corporation transaction of approximately $0.2 million for the second quarter of 2014 and $15.9 million, or $0.10 per diluted common share, for the second quarter of 2013.  These expenses total $0.7 million for the six months ended June 30, 2014 and $24.4 million, or $0.15 per diluted common share, for the six months ended June 30, 2013.

2.              Certain acquisition accounting adjustments for ITC Midwest, ITCTransmission, and METC resulting from the FERC audit order on ITC Midwest issued in May 2012 of approximately $0.1 million for both the second quarter of 2014 and 2013.  These expenses also totaled approximately $0.1 million for both the six months ended June 30, 2014 and 2013.

3.              Loss on extinguishment of debt associated with the recent cash tender offer and consent solicitation transaction for select bonds at ITC Holdings that we completed in the second quarter of 2014.  The impact of this item totaled $18.1 million, or $0.12 per share, for both the second quarter of 2014 and for the six months ended June 30, 2014.

 

Operating earnings for the second quarter and for the six months ended June 30, 2014 increased by $9.4 million, or $0.06 per diluted common share, and $20.3 million, or $0.13 per diluted common share, compared with the same periods last year.  The increases in both periods were largely attributable to higher income associated with increased rate base at our operating companies.

 

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Share Repurchase

 

On June 20, 2014, ITC announced an accelerated share repurchase of up to $150 million (minimum of $130 million) that is expected to be completed by the end of 2014.  Upon announcement, the company also indicated an initial repurchase of approximately 2.9 million shares, which also represents the amount repurchased through June 30, 2014.

 

Balance Sheet Activities

 

On June 2, 2014, ITC completed a cash tender offer for approximately $170 million of the 5.875% and 6.375% bonds at ITC Holdings due in 2016 and 2036, respectively.  The transaction was funded with a portion of the net proceeds of a new $400 million 10-year bond at ITC Holdings with a coupon of 3.65%.

 

2014 EPS and Capital Expenditure Guidance

 

For 2014, ITC is reaffirming its full year operating earnings per share guidance of $1.83 to $1.90.  ITC is also reaffirming its 2014 capital guidance of $730 to $840 million, which includes $250 to $285 million for ITCTransmission, $130 to $150 million for METC, $255 to $290 million for ITC Midwest and $95 to $115 million for ITC Great Plains, respectively.

 

Second Quarter 2014 Operating Earnings Financial Results Detail

 

ITC’s operating revenues for the second quarter of 2014 increased to $263.2 million compared to $229.8 million for the second quarter of 2013. This increase was primarily due to higher revenue requirements attributable to higher rate base at our regulated operating subsidiaries, as well as an increase in regional cost sharing revenues resulting from additional capital projects being placed in-service that have been identified by the Midcontinent ISO (MISO) as eligible for regional cost sharing.

 

Operation and maintenance (O&M) expenses of $25.8 million were $3.8 million lower than the same period in 2013. This decrease was primarily due to lower vegetation management requirements and a decrease in substation maintenance activities.

 

General and administrative (G&A) expenses of $30.0 million were $8.0 million higher compared to the same period in 2013.  Amounts reported for the second quarter 2014 and 2013 exclude $0.3 million and $21.9 million, respectively, of pre-tax expenses related to the Entergy transaction. This increase was primarily due to higher professional services such as legal, advisory and financial service fees and higher compensation expenses associated with personnel additions.

 

Depreciation and amortization expenses of $31.3 million increased by $2.0 million compared to the same period in 2013 due to a higher depreciable base resulting from property, plant and equipment additions.

 

Taxes other than income taxes of $17.1 million were $1.0 million higher than the same period in 2013. This increase was due to 2013 capital additions at our regulated operating subsidiaries, which are included in the tax base for 2014 personal property tax calculations.

 

Interest expense of $45.8 million increased by $5.8 million compared to the same period in 2013. Amounts reported for the second quarter 2014 and 2013 exclude $0.1 million and $0.4 million,

 

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respectively, of pre-tax expenses related to the adjustments to operating earnings. The increase was due primarily to higher borrowing levels to finance capital investments.

 

The effective income tax rate for the second quarter of 2014 was 37.9 percent compared to 35.9 percent for the same period last year.  Amounts reported for the second quarter of 2014 and 2013 exclude approximately $11.1 million and $6.3 million, respectively, associated with adjustments to operating earnings.

 

Year-To-Date 2014 Operating Earnings Financial Results Detail

 

ITC’s operating revenues for the six months ended June 30, 2014 increased to $521.8 million compared to $447.1 million from the same period last year.  This increase was primarily due to higher revenue requirements attributable to higher rate base at our regulated operating subsidiaries, as well as an increase in regional cost sharing revenues due to additional capital projects being placed in-service that have been identified by MISO as eligible for regional cost sharing.

 

O&M expenses of $50.7 million were $3.5 million lower for the six months ended June 30, 2014 compared to the same period in 2013. This decrease was primarily due to lower vegetation management requirements and a decrease in substation maintenance activities.

 

G&A expenses of $57.0 million were $11.0 million higher compared to the same period in 2013. Amounts reported for the six months ended June 30, 2014 and 2013 exclude approximately $1.3 million and $32.9 million, respectively, of pre-tax expenses associated with the Entergy transaction.  This increase was primarily due to higher professional services such as legal, advisory and financial services fees and higher compensation expenses associated with personnel additions.

 

Depreciation and amortization expenses of $62.7 million increased by $4.9 million for the six months ended June 30, 2014 compared to the same period in 2013. This increase was primarily due to a higher depreciable base resulting from property, plant and equipment additions.

 

Taxes other than income taxes of $38.3 million were $5.5 million higher compared to the same period in 2013. This increase was due to capital additions made at our regulated operating subsidiaries, which are included in the tax base for 2014 personal property taxes.

 

Interest expense of $91.0 million was $12.1 million higher compared to the same period in 2013. Amounts reported for the six months ended June 30, 2014 and 2013 exclude approximately $0.2 million and $0.6 million respectively, of pre-tax expenses associated with the 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 six months ended June 30, 2014 was 38.1 percent compared to 36.3 percent for the same period in 2013. Amounts reported for the six months ended June 30, 2014 and 2013 exclude income taxes of $11.6 million and $9.0 million, respectively, associated with adjustments to operating earnings noted previously.

 

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Second Quarter Conference Call and Webcast

 

Joseph L. Welch, chairman, president and CEO and Rejji P. Hayes, vice president, treasurer, and interim CFO will discuss the first quarter results in a conference call at 11 a.m. Eastern on Wednesday, August 6, 2014.  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 August 10, 2014, and can be accessed by dialing 855-859-2056 (toll free) or 404-537-3406, passcode 76875639. The webcast will be archived on the ITC website.

 

Other Available Information

 

More detail about second quarter 2014 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. Paper 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.

 

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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 risks and uncertainties disclosed in our annual report on Form 10-K, quarterly reports on Form 10-Q and other filings made 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. 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

 

Six months ended

 

 

 

June 30,

 

June 30,

 

(in thousands, except per share data)

 

2014

 

2013

 

2014

 

2013

 

OPERATING REVENUES

 

$

263,214

 

$

229,817

 

$

521,817

 

$

447,121

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Operation and maintenance

 

25,836

 

29,668

 

50,697

 

54,181

 

General and administrative

 

30,308

 

43,939

 

58,270

 

78,865

 

Depreciation and amortization

 

31,295

 

29,295

 

62,673

 

57,781

 

Taxes other than income taxes

 

17,076

 

16,094

 

38,269

 

32,764

 

Other operating (income) and expenses — net

 

(229

)

(173

)

(461

)

(345

)

Total operating expenses

 

104,286

 

118,823

 

209,448

 

223,246

 

OPERATING INCOME

 

158,928

 

110,994

 

312,369

 

223,875

 

OTHER EXPENSES (INCOME)

 

 

 

 

 

 

 

 

 

Interest expense — net

 

45,854

 

40,402

 

91,163

 

79,465

 

Allowance for equity funds used during construction

 

(4,932

)

(8,292

)

(9,944

)

(17,025

)

Loss on extinguishment of debt

 

29,074

 

 

29,074

 

 

Other income

 

(236

)

(286

)

(397

)

(495

)

Other expense

 

1,625

 

2,671

 

2,958

 

3,681

 

Total other expenses (income)

 

71,385

 

34,495

 

112,854

 

65,626

 

INCOME BEFORE INCOME TAXES

 

87,543

 

76,499

 

199,515

 

158,249

 

INCOME TAX PROVISION

 

33,207

 

29,104

 

76,043

 

60,664

 

NET INCOME

 

$

54,336

 

$

47,395

 

$

123,472

 

$

97,585

 

Basic earnings per common share

 

$

0.34

 

$

0.30

 

$

0.78

 

$

0.62

 

Diluted earnings per common share

 

$

0.34

 

$

0.30

 

$

0.78

 

$

0.62

 

Operating diluted earnings per common share

 

$

0.46

 

$

0.40

 

$

0.90

 

$

0.77

 

Dividends declared per common share

 

$

0.1425

 

$

0.1258

 

$

0.2850

 

$

0.2516

 

 

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

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Reported net income

 

$

54,336

 

$

47,395

 

$

123,472

 

$

97,585

 

After-tax Entergy transaction related expenses

 

179

 

15,877

 

744

 

24,421

 

After-tax liability for audit related refunds

 

66

 

64

 

132

 

128

 

After-tax debt extinguishment & consent solicitation fees

 

18,114

 

 

18,114

 

 

Operating earnings

 

$

72,695

 

$

63,336

 

$

142,462

 

$

122,134

 

 

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

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Reported diluted EPS

 

$

0.34

 

$

0.30

 

$

0.78

 

$

0.62

 

After-tax Entergy transaction related expenses

 

 

0.10

 

 

0.15

 

After-tax liability for audit related refunds

 

 

 

 

 

After-tax debt extinguishment & consent solicitation fees

 

0.12

 

 

0.12

 

 

Operating diluted EPS

 

$

0.46

 

$

0.40

 

$

0.90

 

$

0.77

 

 

7



 

ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

 

 

 

June 30,

 

December 31,

 

(in thousands, except share data)

 

2014

 

2013

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

9,017

 

$

34,275

 

Accounts receivable

 

123,483

 

89,348

 

Inventory

 

29,375

 

31,986

 

Deferred income taxes

 

18,806

 

17,225

 

Regulatory assets — revenue accruals, including accrued interest

 

4,728

 

6,334

 

Prepaid and other current assets

 

21,994

 

12,370

 

Total current assets

 

207,403

 

191,538

 

Property, plant and equipment (net of accumulated depreciation and amortization of $1,340,464 and $1,330,094, respectively)

 

5,203,707

 

4,846,526

 

Other assets

 

 

 

 

 

Goodwill

 

950,163

 

950,163

 

Intangible assets (net of accumulated amortization of $23,259 and $21,616, respectively)

 

49,614

 

49,328

 

Other regulatory assets

 

184,310

 

179,068

 

Deferred financing fees (net of accumulated amortization of $14,027 and $15,261, respectively)

 

29,516

 

25,585

 

Other

 

56,212

 

40,035

 

Total other assets

 

1,269,815

 

1,244,179

 

TOTAL ASSETS

 

$

6,680,925

 

$

6,282,243

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

126,859

 

$

111,145

 

Accrued payroll

 

16,562

 

21,930

 

Accrued interest

 

51,098

 

53,049

 

Accrued taxes

 

40,674

 

29,805

 

Regulatory liabilities — revenue deferrals, including accrued interest

 

35,336

 

33,120

 

Refundable deposits from generators for transmission network upgrades

 

20,780

 

23,283

 

Debt maturing within one year

 

250,000

 

200,000

 

Other

 

19,606

 

27,047

 

Total current liabilities

 

560,915

 

499,379

 

Accrued pension and postretirement liabilities

 

56,913

 

53,704

 

Deferred income taxes

 

624,549

 

562,938

 

Regulatory liabilities — revenue deferrals, including accrued interest

 

29,951

 

36,447

 

Regulatory liabilities — accrued asset removal costs

 

67,192

 

67,571

 

Refundable deposits from generators for transmission network upgrades

 

4,884

 

19,328

 

Other

 

20,867

 

17,032

 

Long-term debt

 

3,755,495

 

3,412,112

 

Commitments and contingent liabilities

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, without par value, 300,000,000 shares authorized, 155,512,734 and 157,500,795 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively

 

882,845

 

1,014,435

 

Retained earnings

 

671,459

 

592,970

 

Accumulated other comprehensive income

 

5,855

 

6,327

 

Total stockholders’ equity

 

1,560,159

 

1,613,732

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

6,680,925

 

$

6,282,243

 

 

8



 

ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

 

 

 

Six months ended

 

 

 

June 30,

 

(in thousands)

 

2014

 

2013

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

123,472

 

$

97,585

 

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

 

 

 

 

 

Depreciation and amortization expense

 

62,673

 

57,781

 

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

 

(7,248

)

(14,074

)

Deferred income tax expense

 

56,978

 

50,537

 

Allowance for equity funds used during construction

 

(9,944

)

(17,025

)

Loss on extinguishment of debt

 

29,074

 

 

Other

 

8,142

 

7,287

 

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

 

 

 

 

 

Accounts receivable

 

(28,890

)

(28,368

)

Inventory

 

2,611

 

157

 

Prepaid and other current assets

 

(9,623

)

(3,630

)

Accounts payable

 

(21,394

)

14,944

 

Accrued payroll

 

(3,524

)

(2,989

)

Accrued interest

 

(1,951

)

15,049

 

Accrued taxes

 

10,869

 

7,444

 

Other current liabilities

 

(9,370

)

4,403

 

Other non-current assets and liabilities, net

 

(5,903

)

(4,269

)

Net cash provided by operating activities

 

195,972

 

184,832

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Expenditures for property, plant and equipment

 

(375,650

)

(422,295

)

Other

 

235

 

(3,839

)

Net cash used in investing activities

 

(375,415

)

(426,134

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Issuance of long-term debt

 

473,664

 

100,000

 

Borrowings under revolving credit agreements

 

1,054,100

 

638,900

 

Borrowings under term loan credit agreements

 

110,000

 

350,000

 

Retirement of long-term debt — including debt retirement costs

 

(198,494

)

 

Repayments of revolving credit agreements

 

(1,035,300

)

(767,400

)

Repayments under term loan credit agreements

 

(39,000

)

 

Issuance of common stock

 

14,177

 

6,073

 

Dividends on common and restricted stock

 

(44,983

)

(39,522

)

Refundable deposits from generators for transmission network upgrades

 

5,208

 

16,770

 

Repayment of refundable deposits from generators for transmission network upgrades

 

(22,155

)

(24,125

)

Repurchase and retirement of common stock

 

(107,952

)

(4,040

)

Forward contract of accelerated share repurchase program

 

(46,000

)

 

Other

 

(9,080

)

2,304

 

Net cash provided by financing activities

 

154,185

 

278,960

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(25,258

)

37,658

 

CASH AND CASH EQUIVALENTS — Beginning of period

 

34,275

 

26,187

 

CASH AND CASH EQUIVALENTS — End of period

 

$

9,017

 

$

63,845

 

 

9