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8-K - 8-K - InfraREIT, Inc.hifr-8k_20160303.htm

Exhibit 99.1

 

 

 

 

InfraREIT, Inc.

1807 Ross Avenue,

4th Floor

Dallas, TX 75201

 

 

PRESS RELEASE

InfraREIT Reports Fourth Quarter 2015 and Full Year 2015 Results

DALLAS, TEXAS, March 3, 2016—InfraREIT, Inc. (NYSE: HIFR) (InfraREIT or the Company) today reported financial results for the fourth quarter and year ended December 31, 2015, and the Company’s financial outlook for 2016.

For the full year 2015, InfraREIT reported the following financial highlights:

 

·

Net income was $19.9 million

 

·

Net income attributable to InfraREIT, Inc. common stockholders of $0.31 per diluted share

 

·

Non-GAAP earnings per share (Non-GAAP EPS) was $1.21 per share

 

·

Cash available for distribution (CAD) increased 21 percent to $72.6 million, or $1.20 per share, compared to 2014

 

·

Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) increased 11 percent to $138.4 million compared to $124.2 million in 2014

2016 year-to-date highlights:

 

·

Declared quarterly cash dividend of $0.25 per share for the first quarter of 2016, an increase of 11 percent over prior quarter

 

·

InfraREIT’s subsidiary, Sharyland Distribution & Transmission Services, L.L.C. (SDTS), completed the funding of $500 million of Senior Secured Notes through a private placement

Updating its guidance, InfraREIT projects:

 

·

Full year 2016

 

o

Non-GAAP EPS range of $1.15 to $1.25

 

o

CAD per share range of $1.15 to $1.25

 

o

Dividend/distributions per share of $1.00

 

·

Footprint capital expenditures of $640 million to $740 million for the period 2016 through 2018

 

·

Projected three-year compound annual growth rate (CAGR) range of dividends per share of 8 percent to 10 percent for 2015 through 2018

 

o

Targeted dividend per share payout ratio of 80 percent to 90 percent

 

o

Acquisitions of both the Golden Spread Electric Coop interconnection (Golden Spread Project) and the Cross Valley transmission line (Cross Valley Project) could add 1 percent to 2 percent to the three-year CAGR guidance for dividends per share

“We are proud of how we advanced our strategy during our first year as a public company,” said David A. Campbell, Chief Executive Officer of InfraREIT, Inc. “Through capital expenditures in our service territory, our rate base grew by approximately 16 percent in 2015, and we achieved or outperformed our financial goals for growth in lease revenue, Adjusted EBITDA, and cash available for distribution.”

“Looking ahead, while commodity market volatility and low oil prices informed our updated capital expenditure estimates and pose challenges, our growth trajectory remains strong and the long-term dynamics are compelling,” said Campbell. “Reflecting this growth and the momentum of our first year, yesterday our board of directors increased our quarterly dividend 11 percent. We are proud to be one of the companies investing in the infrastructure to power the Texas economic engine.”

Fourth Quarter 2015 Results

Lease revenue increased 13 percent to $50.9 million for the three months ended December 31, 2015, compared to $45.0 million in the same period in 2014.  For the fourth quarter of 2015, base rent contributed $35.6 million and percentage rent contributed $15.3 million, compared to $30.3 million of base rent and $14.7 million of percentage rent for the fourth quarter of 2014.

Net income was $27.5 million in the fourth quarter of 2015, compared to $3.8 million in the fourth quarter of 2014.

Non-GAAP EPS was $0.31 per share for the fourth quarter of 2015 and $0.32 per share for the same period in 2014.  In the fourth quarter of 2015, CAD was $19.0 million, or $0.31 per share, compared to $16.3 million, or $0.36 per share, in the same period in

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2014. CAD per share was based on 60.6 million shares outstanding as of December 31, 2015, compared to 45.7 million shares outstanding as of December 31, 2014.

Adjusted EBITDA was $36.6 million in the fourth quarter of 2015, an increase of 11 percent, compared to $33.0 million in the same period in 2014.  Funds from operations (FFO) was $38.3 million for the fourth quarter of 2015, compared to $13.0 million from the same period in 2014.  For the fourth quarter of 2015, FFO on an adjusted basis (AFFO) was $28.7 million, an increase of 18 percent, compared to $24.4 million in the same period in 2014.

2015 Performance

Lease revenue increased $16.8 million, or 13 percent, to $151.2 million for the year ended December 31, 2015, compared to $134.4 million in the same period in 2014.  For the full year of 2015, base rent contributed $125.7 million and percentage rent contributed $25.5 million, compared to $106.7 million of base rent and $27.7 million of percentage rent for the same period of 2014.

Net income was $19.9 million in the full year of 2015, including the effect of a $44.9 million non-cash expense incurred in connection with the initial public offering (IPO).  Net income for the full year of 2014 was $29.8 million, including the effect of a $18.4 million non-cash expense incurred in connection with contingent consideration issued as deemed capital credits to an affiliate of Hunt Consolidated, Inc. (with its affiliates, Hunt).

Non-GAAP EPS was $1.21 per share for the full year of 2015 and $1.24 per share for the same period in 2014.  The full year of 2015 CAD was $72.6 million, or $1.20 per share, compared to $59.9 million, or $1.31 per share in the same period in 2014.  CAD per share was based on 60.6 million shares outstanding as of December 31, 2015, compared to 45.7 million shares outstanding as of December 31, 2014.

Adjusted EBITDA was $138.4 million for the full year of 2015, an increase of 11 percent, compared to $124.2 million in the same period in 2014.  For the full year of 2015, FFO was $60.1 million compared to $64.9 million for the same period in 2014.  The Company also reported AFFO of $108.9 million for the full year of 2015, an increase of 20 percent, compared to $90.5 million for the same period in 2014.

Liquidity and Capital Resources

As of December 31, 2015, the Company had $9.5 million of unrestricted cash and cash equivalents and $271.0 million of unused capacity under its revolving credit facilities.  

On December 3, 2015, an InfraREIT subsidiary, SDTS, issued $400.0 million in 10-year senior secured notes, 3.86 percent per annum, series A, due December 3, 2025, and on January 14, 2016, SDTS issued an additional $100.0 million in 10-year senior secured notes, 3.86 percent per annum, series B, due January 14, 2026.

Outlook and Guidance

Non-GAAP EPS is estimated in the range of $1.15 to $1.25 for 2016, excluding the impact of potential acquisitions.  InfraREIT is introducing Non-GAAP EPS as a supplemental measure of the Company’s operating performance to enable investors to compare InfraREIT with traditional regulated utility companies.  InfraREIT anticipates CAD per share for 2016 in the range of $1.15 to $1.25, excluding the impact of potential acquisitions.  

 

The Company estimates footprint capital expenditures in its current service territory in the following ranges over the next three years: $220 million to $240 million for 2016; $250 million to $280 million for 2017; and $170 million to $220 million for 2018.  The Company’s consolidated debt profile continues to target debt as a percentage of total capitalization at or below 60 percent and AFFO-to-debt of at least 12 percent.

 

The Company anticipates that footprint capital expenditures will enable a projected CAGR range in dividends per share of 8 percent to 10 percent from 2015 through 2018, with a targeted payout ratio of 80 percent to 90 percent. Additionally, the potential acquisition of both the Golden Spread Project and Cross Valley Project could add 1 percent to 2 percent growth to the Company’s projections for dividends per share CAGR from 2015 through 2018.

The guidance provided above represents forward-looking statements, which are based on current economic conditions and estimates, and do not include other potential impacts, such as changes in accounting or unusual items.  Supplemental information relating to the Company’s financial outlook is posted in the Investor Relations section of the Company’s Web site at www.InfraREITInc.com.

Recently filed Shelf Registration Statements are Unrelated to Company Financing Plans

On February 18, 2016, and March 3, 2016, the Company filed shelf registration statements on Form S-3 with the U.S. Securities and Exchange Commission (SEC).  However, these registration statements have no effect on, and do not relate to, the Company’s financing plans for its business.  The March 3rd registration statement covers the potential resale from time-to-time of up to 22,192,899 shares of its common stock owned by certain of the Company’s founding investors. InfraREIT will not receive any cash proceeds from sales of the Company common stock pursuant to the registration statements.  These registration statements were filed in order to

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comply with the Company’s obligations under the registration rights agreement entered into in connection with the Company’s IPO.  This agreement was subsequently amended on March 1, 2016 to, among other things, postpone the Company’s obligation to register for resale a portion of the shares owned by Hunt until Hunt’s lock-up obligations with respect to those securities expire in 2018 and 2020.  These registration statements have been filed with the SEC but have not yet become effective, and the securities registered thereunder may not be sold nor may offers to buy be accepted prior to the time the applicable registration statement becomes effective.

ROFO Project Updates

In November 2015, the Conflicts Committee of InfraREIT’s board of directors received an offer for the purchase of the Golden Spread Project.  The Conflicts Committee also received an offer for the purchase of the Cross Valley Project in February 2016.  Negotiations are in progress regarding the purchase of both projects.

Generally, InfraREIT’s monthly “ROFO Project Updates” will be provided after the closing of trading on the New York Stock Exchange on or about the 15th day of each month.  These ROFO Project Updates can be found on the Company’s Web site (www.InfraREITInc.com) under the “Hunt Transmission-Our Developer” and “Investor Relations” sections.  InfraREIT has also provided a ROFO Project Update in its “2015 Full Year Results & Supplemental Information” presentation posted on the Company’s Web site as of today.  The next ROFO Project Update will be issued on April 15, 2016.

Dividends and Distributions

On March 2, 2016, InfraREIT’s board of directors declared cash distributions and dividends of $0.25 per unit and share, respectively, to unitholders and stockholders of record on March 31, 2016, payable on April 21, 2016.

On December 4, 2015, InfraREIT’s board of directors declared cash distributions and dividends of $0.225 per unit and share, respectively, to unitholders and stockholders of record on December 31, 2015, which was paid on January 21, 2016.

Conference Call and Webcast

As previously announced, management will host a teleconference call March 3, 2016, at 10:00 a.m. U.S. Central (11:00 a.m. U.S. Eastern). David A. Campbell, Chief Executive Officer, and Brant Meleski, Chief Financial Officer, will discuss InfraREIT’s results and financial outlook.

Investors and analysts are invited to participate in the call by phone at 1-855-560-2576, or internationally at 1-412-542-4162, (access code: 10078288) or via the Internet at www.InfraREITInc.com. A replay of the call will be available on the Company’s Web site or by phone at 1-877-344-7529, or internationally at 1-412-317-0088, (access code: 10078288) for a seven-day period following the call.

First Annual Stockholders Meeting

InfraREIT’s first Annual Meeting of Stockholders will be held on Wednesday, May 18, 2016, at 11:00 a.m. U.S. Central, at the Fairmont Hotel, 1717 North Akard Street, Dallas, Texas 75201. The board of directors has established Monday, March 14, 2016, as the record date for determining stockholders entitled to vote at the Annual Meeting, in-person or by proxy.

Non-GAAP Measures

This press release contains certain financial measures that are not recognized under generally accepted accounting principles (GAAP). Non-GAAP EPS, CAD, EBITDA, Adjusted EBITDA, FFO and AFFO are presented because InfraREIT’s management believes these non-GAAP measures help investors understand InfraREIT’s business, performance and ability to earn and distribute cash to its stockholders by providing perspectives not immediately apparent from net income. These measures are also frequently used by securities analysts, investors and other interested parties. The non-GAAP measures presented in this press release are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition, InfraREIT’s method of calculating these measures may be different from methods used by other companies, and, accordingly, may not be comparable to similar measures as calculated by other companies that do not use the same methodology as InfraREIT. Reconciliations of these measures to their most directly comparable GAAP measures are included in the Schedules to this press release.

About InfraREIT, Inc.

InfraREIT is a real estate investment trust that owns rate-regulated electric transmission and distribution assets in the state of Texas. The Company is externally managed by Hunt Utility Services, LLC, an affiliate of Hunt Consolidated, Inc. (a diversified holding company based in Dallas, Texas, and managed by the Ray L. Hunt family). The Company’s shares are traded on the New York Stock Exchange under the symbol “HIFR.” Additional information on InfraREIT is available at www.InfraREITInc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. These statements give InfraREIT management’s current expectations, and contain projections of results of operations or financial condition or forecasts of

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future events. Words such as “could,” “will,” “may,” “assume,” “forecast,” “strategy,” “guidance,” “outlook,” “target,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” or “project” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release include InfraREIT’s expectations regarding its anticipated financial and operational performance, including projected or forecasted financial results, project timing, distributions to stockholders, dividend growth, capital expenditures, CAD and Non-GAAP EPS growth,

AFFO-to-debt ratios and capitalization matters. Forward-looking statements can be affected by assumptions used or known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed and actual results may differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause actual results to differ materially from those indicated in the forward-looking statements include, among others, the following: (a) decisions by regulators or changes in governmental policies or regulations with respect to the Company’s permitted capital structure, acquisitions and dispositions of assets, (b) the Company’s current reliance on its tenant for all of its revenues and, as a result, its dependency on the tenant’s solvency and financial and operating performance, (c) risks that the capital expenditures the Company expects will not materialize for a variety of reasons, (d) risks related to future lease negotiations or non-renewal of leases with the Company’s tenant, (e) insufficient cash available to meet distribution requirements and (f) the Company’s ability to make strategic acquisitions that add to its rate base, including through acquisitions of ROFO Projects from Hunt. These and other applicable uncertainties, factors and risks are described more fully in the Company’s filings with the SEC.

Any forward-looking statement made by the Company in this press release is based only on information currently available to InfraREIT and speaks only as of the date on which it is made. InfraREIT undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than required by applicable law.

 

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InfraREIT, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share amounts)

 

 

Three Months Ended December 31,

 

 

Years Ended December 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Lease revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Base rent

 

$

35,586

 

 

$

30,347

 

 

$

125,669

 

 

$

106,746

 

Percentage rent

 

 

15,335

 

 

 

14,697

 

 

 

25,534

 

 

 

27,669

 

Total lease revenue

 

 

50,921

 

 

 

45,044

 

 

 

151,203

 

 

 

134,415

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expense

 

 

5,641

 

 

 

5,786

 

 

 

64,606

 

 

 

18,625

 

Depreciation

 

 

10,773

 

 

 

9,255

 

 

 

40,211

 

 

 

35,080

 

Total operating costs and expenses

 

 

16,414

 

 

 

15,041

 

 

 

104,817

 

 

 

53,705

 

Income from operations

 

 

34,507

 

 

 

30,003

 

 

 

46,386

 

 

 

80,710

 

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(7,470

)

 

 

(8,377

)

 

 

(28,554

)

 

 

(32,741

)

Other income (expense), net

 

 

868

 

 

 

(17,569

)

 

 

3,048

 

 

 

(17,236

)

Total other expense

 

 

(6,602

)

 

 

(25,946

)

 

 

(25,506

)

 

 

(49,977

)

Income before income taxes

 

 

27,905

 

 

 

4,057

 

 

 

20,880

 

 

 

30,733

 

Income tax expense

 

 

374

 

 

 

297

 

 

 

949

 

 

 

953

 

Net income

 

 

27,531

 

 

 

3,760

 

 

 

19,931

 

 

 

29,780

 

Less: Net income attributable to noncontrolling interest

 

 

7,725

 

 

 

836

 

 

 

6,664

 

 

 

6,882

 

Net income attributable to InfraREIT, Inc.

 

$

19,806

 

 

$

2,924

 

 

$

13,267

 

 

$

22,898

 

Net income attributable to InfraREIT, Inc. common

    shareholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.45

 

 

$

0.08

 

 

$

0.31

 

 

$

0.65

 

Diluted

 

$

0.45

 

 

$

0.08

 

 

$

0.31

 

 

$

0.65

 

Cash dividends declared per common share

 

$

0.225

 

 

$

 

 

$

1.075

 

 

$

 

Weighted average common shares outstanding (basic shares)

 

 

43,565

 

 

 

35,053

 

 

 

42,983

 

 

 

35,053

 

Redemption of operating partnership units

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average dilutive shares outstanding (diluted shares)

 

 

43,565

 

 

 

35,053

 

 

 

42,983

 

 

 

35,053

 

Due to the anti-dilutive effect, the computation of diluted

    earnings per share does not reflect the following

    adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interest

 

$

7,725

 

 

$

836

 

 

$

6,664

 

 

$

6,882

 

Redemption of operating partnership units

 

 

17,028

 

 

 

10,675

 

 

 

16,232

 

 

 

10,578

 

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InfraREIT, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

 

  

 

December 31,

 

 

 

2015

 

 

2014

 

Assets

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

9,471

 

 

$

15,612

 

Restricted cash

 

 

1,682

 

 

 

1,682

 

Due from affiliates

 

 

31,172

 

 

 

27,822

 

Inventory

 

 

6,731

 

 

 

7,393

 

Assets held for sale

 

 

 

 

 

41,211

 

Prepaids and other current assets

 

 

560

 

 

 

4,897

 

Total current assets

 

 

49,616

 

 

 

98,617

 

Electric Plant, net

 

 

1,434,531

 

 

 

1,227,146

 

Goodwill

 

 

138,384

 

 

 

138,384

 

Other Assets

 

 

41,140

 

 

 

40,467

 

Total Assets

 

$

1,663,671

 

 

$

1,504,614

 

Liabilities and Equity

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

22,943

 

 

$

25,295

 

Short-term borrowings

 

 

54,000

 

 

 

219,000

 

Current portion of long-term debt

 

 

7,423

 

 

 

19,234

 

Dividends and distributions payable

 

 

13,634

 

 

 

14,130

 

Contingent consideration

 

 

 

 

 

27,378

 

Accrued taxes

 

 

3,312

 

 

 

2,359

 

Total current liabilities

 

 

101,312

 

 

 

307,396

 

Long-Term Debt

 

 

617,466

 

 

 

610,522

 

Regulatory Liability

 

 

10,625

 

 

 

1,242

 

Total liabilities

 

 

729,403

 

 

 

919,160

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Members' capital - 35,053,186 shares issued and outstanding as of

   December 31, 2014

 

 

 

 

 

440,387

 

Common stock, $0.01 par value; 450,000,000 shares authorized; 43,565,495

   issued and outstanding as of December 31, 2015

 

 

436

 

 

 

 

Additional paid-in capital

 

 

702,213

 

 

 

 

Accumulated deficit

 

 

(24,526

)

 

 

 

Accumulated other comprehensive income

 

 

 

 

 

 

Total InfraREIT, Inc. equity

 

 

678,123

 

 

 

440,387

 

Noncontrolling interest

 

 

256,145

 

 

 

145,067

 

Total equity

 

 

934,268

 

 

 

585,454

 

Total Liabilities and Equity

 

$

1,663,671

 

 

$

1,504,614

 

 

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InfraREIT, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

  

 

Years Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

19,931

 

 

$

29,780

 

 

$

42,410

 

Adjustments to reconcile net income to net cash provided

   by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

40,211

 

 

 

35,080

 

 

 

20,024

 

Amortization of deferred financing costs

 

 

3,241

 

 

 

4,383

 

 

 

3,588

 

Allowance for funds used during construction - equity

 

 

(3,048

)

 

 

(1,106

)

 

 

(21,655

)

Change in fair value of contingent consideration

 

 

 

 

 

18,357

 

 

 

841

 

Reorganization structuring fee

 

 

44,897

 

 

 

 

 

 

 

Realized gain on sale of marketable securities

 

 

(66

)

 

 

 

 

 

 

Equity based compensation

 

 

678

 

 

 

120

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Due from affiliates

 

 

(3,350

)

 

 

(7,275

)

 

 

(17,436

)

Inventory

 

 

662

 

 

 

(816

)

 

 

(4,414

)

Prepaids and other current assets

 

 

(6

)

 

 

(3,370

)

 

 

(1,388

)

Accounts payable and accrued liabilities

 

 

2,644

 

 

 

7,347

 

 

 

(649

)

Net cash provided by operating activities

 

 

105,794

 

 

 

82,500

 

 

 

21,321

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

Additions to electric plant

 

 

(239,157

)

 

 

(210,791

)

 

 

(390,283

)

Proceeds from sale of assets

 

 

41,211

 

 

 

 

 

 

 

Sale of marketable securities

 

 

1,065

 

 

 

 

 

 

 

Cash paid to InfraREIT, L.L.C. investors in the merger, net of

   cash assumed

 

 

(172,400

)

 

 

 

 

 

 

Net cash used in investing activities

 

 

(369,281

)

 

 

(210,791

)

 

 

(390,283

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

Net proceeds from issuance of common stock upon initial

   public offering

 

 

493,722

 

 

 

 

 

 

 

Members' contributions

 

 

 

 

 

 

 

 

136,886

 

Noncontrolling interest contributions

 

 

 

 

 

 

 

 

2,256

 

Proceeds from short-term borrowings

 

 

87,000

 

 

 

354,000

 

 

 

85,000

 

Repayments of short-term borrowings

 

 

(253,000

)

 

 

(210,000

)

 

 

(15,000

)

Proceeds from borrowings of long-term debt

 

 

400,000

 

 

 

11,000

 

 

 

173,000

 

Repayments of long-term debt

 

 

(404,867

)

 

 

(13,934

)

 

 

(8,178

)

Net change in restricted cash

 

 

 

 

 

(1

)

 

 

 

Deferred financing costs

 

 

(3,914

)

 

 

(4,908

)

 

 

(1,523

)

Dividends and distributions paid

 

 

(61,595

)

 

 

 

 

 

(12,175

)

Net cash provided by financing activities

 

 

257,346

 

 

 

136,157

 

 

 

360,266

 

Net (decrease) increase in cash and cash equivalents

 

 

(6,141

)

 

 

7,866

 

 

 

(8,696

)

Cash and cash equivalents at beginning of year

 

 

15,612

 

 

 

7,746

 

 

 

16,442

 

Cash and cash equivalents at end of year

 

$

9,471

 

 

$

15,612

 

 

$

7,746

 

 

7

 


 

Non-GAAP Measures

Schedule 1

InfraREIT, Inc.

Explanation and Reconciliation of Non-GAAP EPS

Non-GAAP EPS

InfraREIT defines non-GAAP net income as net income (loss) adjusted in a manner the Company believes is appropriate to show its core operational performance, including: (a) adding back the non-cash reorganization structuring fee, (b) adding back the reorganization expense related to the Company’s IPO and related reorganization transactions, (c) adding back the expense related to the contingent consideration issued as deemed capital credits, (d) an adjustment for the difference between the amount of percentage rent payments that the Company expects to receive with respect to the applicable period and the amount of percentage rent the Company recognizes under GAAP during the period and (e) an adjustment for the difference between the amount of base rent payments that the Company receives with respect to the applicable period and the amount of straight-line base rent recognized under GAAP.  The Company defines Non-GAAP EPS as non-GAAP net income divided by the weighted average shares outstanding calculated in the manner described in the footnotes below.

The following table sets forth a reconciliation of net income attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS per share:

 

 

Three Months Ended December 31, 2015

 

 

Three Months Ended December 31, 2014

 

(In thousands, except share amounts, unaudited)

 

Amount

 

 

Per Share (3)

 

 

Amount

 

 

Per Share (4)

 

Net income attributable to InfraREIT, Inc.

 

$

19,806

 

 

$

0.45

 

 

$

2,924

 

 

$

0.08

 

Net income attributable to noncontrolling interest

 

 

7,725

 

 

 

0.45

 

 

 

836

 

 

 

0.08

 

Net income

 

 

27,531

 

 

 

0.45

 

 

 

3,760

 

 

 

0.08

 

Non-cash reorganization structuring fee

 

 

 

 

 

 

 

 

 

 

 

 

Reorganization expenses

 

 

 

 

 

 

 

 

921

 

 

 

0.02

 

Contingent consideration

 

 

 

 

 

 

 

 

17,247

 

 

 

0.38

 

Percentage rent adjustment (1)

 

 

(9,768

)

 

 

(0.16

)

 

 

(8,899

)

 

 

(0.19

)

Base rent adjustment (2)

 

 

1,069

 

 

 

0.02

 

 

 

1,767

 

 

 

0.04

 

Non-GAAP net income

 

$

18,832

 

 

$

0.31

 

 

$

14,796

 

 

$

0.32

 

 

 

 

Year Ended December 31, 2015

 

 

Year Ended December 31, 2014

 

(In thousands, except share amounts, unaudited)

 

Amount

 

 

Per Share (5)

 

 

Amount

 

 

Per Share (6)

 

Net income attributable to InfraREIT, Inc.

 

$

13,267

 

 

$

0.31

 

 

$

22,898

 

 

$

0.65

 

Net income attributable to noncontrolling interest

 

 

6,664

 

 

 

0.41

 

 

 

6,882

 

 

 

0.65

 

Net income

 

 

19,931

 

 

 

0.34

 

 

 

29,780

 

 

 

0.65

 

Non-cash reorganization structuring fee

 

 

44,897

 

 

 

0.76

 

 

 

 

 

 

 

Reorganization expenses

 

 

333

 

 

 

 

 

 

1,729

 

 

 

0.04

 

Contingent consideration

 

 

 

 

 

 

 

 

18,357

 

 

 

0.40

 

Percentage rent adjustment (1)

 

 

 

 

 

 

 

 

 

 

 

 

Base rent adjustment (2)

 

 

6,538

 

 

 

0.11

 

 

 

6,688

 

 

 

0.15

 

Non-GAAP net income

 

$

71,699

 

 

$

1.21

 

 

$

56,554

 

 

$

1.24

 

 

 

1)

Represents the difference between the amount of percentage rent payments and the amounts recognized during the applicable period, if any.  Although the Company receives percentage rent payments related to each quarter, it does not recognize lease revenue related to percentage rent payments until the tenant’s annual gross revenues exceed minimum specified breakpoints in the leases.

 

2)

This adjustment relates to the difference between the timing of cash based rent payments made under the Company’s leases and when the Company recognizes base rent revenue under GAAP.  The Company recognizes base rent on a straight-line basis over the applicable term of the lease commencing when the related assets are placed in service, which is frequently different than the period in which the cash rent becomes due.

 

3)

The weighted average common shares outstanding of 43.6 million was used to calculate net income attributable to InfraREIT, Inc. common stockholders per diluted share. The weighted average redeemable partnership units outstanding of 17.0 million was used to calculate net income attributable to noncontrolling interest per share. The combination of the weighted average

8

 


 

common shares and redeemable partnership units outstanding of 60.6 million was used for the remainder of the per share calculations. 

 

4)

The weighted average shares outstanding of 35.1 million was used to calculate net income attributable to InfraREIT, Inc. shareholders per diluted share. The weighted average redeemable partnership units outstanding of 10.6 million was used to calculate net income attributable to noncontrolling interest per share. The combination of the weighted average shares and redeemable partnership units outstanding of 45.7 million was used for the remainder of the per share calculations.

 

5)

The weighted average common shares outstanding of 43.0 million was used to calculate net income attributable to InfraREIT, Inc. common stockholders per diluted share. The weighted average redeemable partnership units outstanding of 16.2 million was used to calculate net income attributable to noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units outstanding of 59.2 million was used for the remainder of the per share calculations.

 

6)

The weighted average shares outstanding of 35.1 million was used to calculate net income attributable to InfraREIT, Inc. shareholders per diluted share. The weighted average redeemable partnership units outstanding of 10.5 million was used to calculate net income attributable to noncontrolling interest per share. The combination of the weighted average shares and redeemable partnership units outstanding of 45.6 million was used for the remainder of the per share calculations.

 

9

 


Schedule 2

InfraREIT, Inc.

Explanation and Reconciliation of CAD

CAD

The Company defines CAD in a manner that it believes is appropriate to show its core operational performance, which includes a deduction of the portion of capital expenditures needed to maintain its net assets which equals depreciation expense within the applicable period. The portion of the capital expenditures in excess of depreciation, which the Company refers to as growth capital expenditures, will increase the Company’s net assets. Also included in CAD are various other adjustments from net income, as outlined below and described in more detail on Schedules 1, 3 and 4.

The following sets forth a reconciliation of net income to CAD:

 

 

Three Months Ended December 31,

 

 

 

Years Ended December 31,

 

 

(In thousands, except share amounts, unaudited)

 

2015

 

 

 

2014

 

 

 

2015

 

 

 

2014

 

 

Net income

 

$

27,531

 

 

 

$

3,760

 

 

 

$

19,931

 

 

 

$

29,780

 

 

Depreciation

 

 

10,773

 

 

 

 

9,255

 

 

 

 

40,211

 

 

 

 

35,080

 

 

Non-cash reorganization structuring fee

 

 

 

 

 

 

 

 

 

 

44,897

 

 

 

 

 

 

Percentage rent adjustment (1)

 

 

(9,768

)

 

 

 

(8,899

)

 

 

 

 

 

 

 

 

 

Base rent adjustment (2)

 

 

1,069

 

 

 

 

1,767

 

 

 

 

6,538

 

 

 

 

6,688

 

 

Amortization of deferred financing costs

 

 

805

 

 

 

 

1,190

 

 

 

 

3,241

 

 

 

 

4,383

 

 

Reorganization expenses

 

 

 

 

 

 

921

 

 

 

 

333

 

 

 

 

1,729

 

 

Non-cash equity compensation

 

 

185

 

 

 

 

 

 

 

 

678

 

 

 

 

120

 

 

Other (income) expense, net (3)

 

 

(868

)

 

 

 

17,569

 

 

 

 

(3,048

)

 

 

 

17,236

 

 

Capital expenditures to maintain net assets

 

 

(10,773

)

 

 

 

(9,255

)

 

 

 

(40,211

)

 

 

 

(35,080

)

 

CAD

 

$

18,954

 

 

 

$

16,308

 

 

 

$

72,570

 

 

 

$

59,936

 

 

Shares outstanding (mm of shares)

 

 

60.6

 

(4)

 

 

45.7

 

(5)

 

 

60.6

 

(6)

 

 

45.7

 

(7)

CAD per share

 

$

0.31

 

 

 

$

0.36

 

 

 

$

1.20

 

 

 

$

1.31

 

 

 

 

1)

See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS

 

2)

See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS

 

3)

Includes allowance for funds used during construction (AFUDC) on equity of $0.9 million and $(0.3) million for the three months ended December 31, 2015 and 2014, respectively, and $3.0 million and $1.1 million for the years ended December 31, 2015 and 2014, respectively.

 

4)

Consists of 43.6 million outstanding common shares of InfraREIT and 17.0 million outstanding units representing limited partnership interests (OP Units) held by the limited partners of InfraREIT Partners, LP (Operating Partnership) as of December 31, 2015.

 

5)

Consists of 35.1 million outstanding shares of InfraREIT and 10.6 million outstanding OP Units held by the limited partners of the Operating Partnership as of December 31, 2014.

 

6)

Consists of 43.6 million outstanding common shares of InfraREIT and 17.0 million outstanding OP Units held by the limited partners of the Operating Partnership as of December 31, 2015.

 

7)

Consists of 35.1 million outstanding shares of InfraREIT and 10.6 million outstanding OP Units held by the limited partners of the Operating Partnership as of December 31, 2014.

10

 


 

Schedule 3

InfraREIT, Inc.

Explanation and Reconciliation of EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA

InfraREIT defines EBITDA as net income (loss) before interest expense, net; income tax expense; depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted in a manner the Company believes is appropriate to show its core operational performance, including: (a) adding back the non-cash reorganization structuring fee, (b) an adjustment for the difference between the amount of percentage rent payments that the Company expects to receive with respect to the applicable period and the amount of percentage rent the Company recognizes under GAAP during the period, (c) an adjustment for the difference between the amount of base rent payments that the Company receives with respect to the applicable period and the amount of straight-line base rent recognized under GAAP, (d) adding back the reorganization expense related to the Company’s IPO and related reorganization transactions and (e) adjusting for other income (expense), net.

The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA:

 

 

Three Months Ended December 31,

 

 

Years Ended December 31,

 

(In thousands, unaudited)

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Net income

 

$

27,531

 

 

$

3,760

 

 

$

19,931

 

 

$

29,780

 

Interest expense, net

 

 

7,470

 

 

 

8,377

 

 

 

28,554

 

 

 

32,741

 

Income tax expense

 

 

374

 

 

 

297

 

 

 

949

 

 

 

953

 

Depreciation

 

 

10,773

 

 

 

9,255

 

 

 

40,211

 

 

 

35,080

 

EBITDA

 

 

46,148

 

 

 

21,689

 

 

 

89,645

 

 

 

98,554

 

Non-cash reorganization structuring fee

 

 

 

 

 

 

 

 

44,897

 

 

 

 

Percentage rent adjustment (1)

 

 

(9,768

)

 

 

(8,899

)

 

 

 

 

 

 

Base rent adjustment (2)

 

 

1,069

 

 

 

1,767

 

 

 

6,538

 

 

 

6,688

 

Reorganization expenses

 

 

 

 

 

921

 

 

 

333

 

 

 

1,729

 

Other (income) expense, net (3)

 

 

(868

)

 

 

17,569

 

 

 

(3,048

)

 

 

17,236

 

Adjusted EBITDA

 

$

36,581

 

 

$

33,047

 

 

$

138,365

 

 

$

124,207

 

 

 

1)

See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS

 

2)

See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS

 

3)

See footnote (3) on Schedule 2 on Explanation and Reconciliation of CAD

11

 


 

Schedule 4

InfraREIT, Inc.

Explanation and Reconciliation of FFO and AFFO

FFO and AFFO

The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (computed in accordance with GAAP), excluding gains and losses from sales of property (net) and impairments of depreciated real estate, plus real estate depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Applying the NAREIT definition to the Company’s consolidated financial statements, which is the basis for the FFO presented in this press release and the reconciliation below, results in FFO representing net (loss) income before depreciation, impairment of assets and gain (loss) on sale of assets. FFO does not represent cash generated from operations as defined by GAAP and it is not indicative of cash available to fund all cash needs, including distributions.

AFFO is defined as FFO adjusted in a manner the Company believes is appropriate to show its core operational performance, including: (a) adding back the non-cash reorganization structuring fee, (b) an adjustment for the difference between the amount of percentage rent payments that the Company expects to receive with respect to the applicable period and the amount of percentage rent the Company recognizes under GAAP during the period, (c) an adjustment for the difference between the amount of base rent payments that the Company receives with respect to the applicable period and the amount of straight-line base rent recognized under GAAP, (d) adding back the reorganization expense related to the Company’s IPO and related reorganization transactions and (e) adjusting for other income (expense), net.

The following table sets forth a reconciliation of net income to FFO and AFFO:

 

 

Three Months Ended December 31,

 

 

Years Ended December 31,

 

(In thousands, unaudited)

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Net income

 

$

27,531

 

 

$

3,760

 

 

$

19,931

 

 

$

29,780

 

Depreciation

 

 

10,773

 

 

 

9,255

 

 

 

40,211

 

 

 

35,080

 

FFO

 

 

38,304

 

 

 

13,015

 

 

 

60,142

 

 

 

64,860

 

Non-cash reorganization structuring fee

 

 

 

 

 

 

 

 

44,897

 

 

 

 

Percentage rent adjustment (1)

 

 

(9,768

)

 

 

(8,899

)

 

 

 

 

 

 

Base rent adjustment (2)

 

 

1,069

 

 

 

1,767

 

 

 

6,538

 

 

 

6,688

 

Reorganization expenses

 

 

 

 

 

921

 

 

 

333

 

 

 

1,729

 

Other (income) expense, net (3)

 

 

(868

)

 

 

17,569

 

 

 

(3,048

)

 

 

17,236

 

AFFO

 

$

28,737

 

 

$

24,373

 

 

$

108,862

 

 

$

90,513

 

 

 

1)

See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS

 

2)

See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS

 

3)

See footnote (3) on Schedule 2 on Explanation and Reconciliation of CAD

For additional information, contact:

For Investors:

Brook Wootton

 

Director, Investor Relations

 

InfraREIT, Inc.

 

214-855-6748

For Media:

Jeanne Phillips

 

Senior Vice President, Corporate Affairs & International Relations

 

Hunt Consolidated, Inc.

 

214-978-8534

 

# # #

 

 

12