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8-K - 8-K - ITC Holdings Corp.a13-17190_18k.htm

Exhibit 99.1

 

GRAPHIC

 

ITC Holdings Reports Increased Second Quarter and Year-to-Date 2013 Results

 

Highlights

 

·             Operating earnings for the second quarter of $1.20 per diluted common share; reported earnings for the second quarter of $0.90 per diluted common share

 

·             Operating earnings for the six months ended June 30, 2013 of $2.32 per diluted common share; reported earnings for the six months ended June 30, 2013 of $1.85 per diluted common share

 

·             Capital investments of $455.4 million for the six months ended June 30, 2013

 

·             Reaffirmed operating earnings guidance at $4.80 to $5.00 per diluted common share and capital expenditure guidance at $760 to $860 million

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

(in thousands, except per share data)

 

2013

 

2012

 

2013

 

2012

 

OPERATING REVENUES

 

$

229,817

 

$

197,375

 

$

447,121

 

$

394,088

 

 

 

 

 

 

 

 

 

 

 

REPORTED NET INCOME

 

$

47,395

 

$

42,386

 

$

97,585

 

$

88,437

 

 

 

 

 

 

 

 

 

 

 

OPERATING EARNINGS

 

$

63,336

 

$

54,846

 

$

122,134

 

$

103,459

 

 

 

 

 

 

 

 

 

 

 

REPORTED DILUTED EPS

 

$

0.90

 

$

0.81

 

$

1.85

 

$

1.70

 

 

 

 

 

 

 

 

 

 

 

OPERATING DILUTED EPS

 

$

1.20

 

$

1.05

 

$

2.32

 

$

1.98

 

 

NOVI, Mich., July 24 2013, ITC Holdings Corp. (NYSE: ITC) today announced its results for the second quarter and six month period ended June 30, 2013. Reported net income for the quarter, measured in accordance with Generally Accepted Accounting Principles (GAAP), was $47.4 million, or $0.90 per diluted common share, compared to $42.4 million or $0.81 per diluted common share for the second quarter of 2012.  For the six months ended June 30, 2013, reported net income was $97.6 million, or $1.85 per diluted common share, compared to $88.4 million, or $1.70 per diluted common share for the same period last year.

 

Operating earnings for the second quarter were $63.3 million, or $1.20 per diluted common share, compared to operating earnings of $54.8 million, or $1.05 per diluted common share for the second quarter of 2012.  For the six months ended June 30, 2013, operating earnings were $122.1 million, or $2.32 per diluted common share, compared to operating earnings of $103.5 million, or $1.98 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 $15.9 million, or $0.30 per diluted common share, and $4.1 million, or $0.08 per diluted common share, for the second quarter of 2013 and 2012, respectively.  These expenses totaled approximately $24.4 million, or $0.46 per diluted common diluted share, and $6.6 million, or $0.12 per diluted common share, for the six months ended June 30, 2013 and 2012, respectively.

 

·                  An estimated refund liability of approximately $0.1 million for both the second quarter 2013 and for the six months ended June 30, 2013 and $8.4 million, or $0.16 per diluted common share, for both the second quarter of 2012 and for the six months ended June 30, 2012

 

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which was recorded for certain acquisition accounting adjustments for ITC Midwest, ITCTransmission and METC resulting from the FERC audit order on ITC Midwest issued in May 2012.

 

Operating earnings increased by $8.5 million, or $0.15 per diluted common share, for the second quarter compared to the same period in 2012. For the six months ended June 30, 2013, operating earnings increased $18.7 million, or $0.34 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 (Allowance for Funds Used During Construction) at our operating companies.

 

For the six months ended June 30, 2013, ITC invested $455.4 million in capital projects at its operating companies, including $120.8 million at ITCTransmission, $81.8 million at METC, $178.8 million at ITC Midwest and $74.0 million at ITC Great Plains.

 

“This quarter proved to be active on all fronts, both for our stand-alone business as well as for our transaction with Entergy” said Joseph L. Welch, chairman, president and CEO of ITC.  “Despite the impact of continuing inclement weather, we are making solid progress on our stand-alone plans for 2013 and remain poised to meet our overall objectives for the year.  Additionally, we also have continued to progress the Entergy transaction through the various regulatory approval processes.  We were pleased to receive FERC’s approval of the transaction last month and look forward to continuing to constructively work through the regulatory process at the state and local level in order to advance the transaction to a successful closing in 2013.”

 

EPS and Capital Expenditure Guidance

 

For 2013, ITC is reaffirming its full year operating earnings per share guidance of $4.80 to $5.00, which excludes any impact of the Entergy transaction. Capital investment guidance for 2013 is also being maintained in a range of $760 to $860 million, which includes $200 to $230 million for ITCTransmission, $160 to $180 million for METC, $270 to $300 million for ITC Midwest and $130 to $150 million for ITC Great Plains.

 

Second Quarter 2013 Operating Earnings Financial Results Detail

 

ITC’s operating revenues for the second quarter increased to $229.8 million compared to $208.4 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 revenue requirements attributable to a 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 by the Midcontinent Independent System Operator (MISO) as eligible for regional cost sharing.

 

Operation and maintenance (O&M) expenses of $29.7 million were generally consistent with the same period in 2012.

 

General and administrative (G&A) expenses of $22.1 million were also generally consistent with the same period in 2012.  The amounts for the second quarter 2013 and 2012 exclude approximately $21.8 million and $6.1 million, respectively, of expenses associated with the Entergy transaction.

 

Depreciation and amortization expenses of $29.3 million increased by $3.3 million compared to the same period in 2012 due to a higher depreciable base resulting from property, plant and equipment additions.

 

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Taxes other than income taxes of $16.1 million were $0.9 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 tax calculations.

 

Interest expense of $40.0 million increased by $1.1 million compared to the same period in 2012.  The amounts for the second quarter 2013 and 2012 exclude approximately $0.4 million and $1.2 million, respectively, associated with adjustments to operating earnings. This increase was due primarily to higher borrowing levels to finance capital expenditures.

 

The effective income tax rate for the second quarter of 2013 was 35.9 percent compared to 33.9 percent in 2012.  The amounts for the second quarter 2013 and 2012 exclude approximately $6.3 million and $6.8 million, respectively, associated with adjustments to operating earnings.

 

Year-To-Date 2013 Financial Results Detail

 

ITC’s operating revenues for the six months ended June 30, 2013 increased to $447.1 compared to $405.1 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 by MISO as eligible for regional cost sharing.

 

O&M expenses of $54.2 million were $4.6 million lower for the six months ended June 30, 2013 compared to the same period in 2012. This decrease was a result of lower vegetation management requirements and lower NERC compliance activities associated with surveying transmission lines.

 

G&A expenses of $46.0 million were $5.1 million higher compared to the same period in 2012.  The amounts for the year-to-date 2013 and 2012 periods exclude approximately $32.9 million and $10.0, respectively, of expenses associated with the Entergy transaction.  This increase was primarily due to higher compensation-related expenses primarily due to personnel additions and an increase in other professional services fees.

 

Depreciation and amortization expenses of $57.8 million increased by $6.8 million for the six months ended June 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 $32.8 million were $3.3 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 $78.8 million increased $2.1 million compared in the same period in 2012.  The amounts for year-to-date 2013 and 2012 exclude approximately $0.7 million and $1.2 million, respectively, associated with adjustments to operating earnings.  This increase was due primarily to higher borrowing levels to finance capital expenditures.

 

The effective income tax rate for the six months ended June 30, 2013 was 36.3 percent compared to 35.3 percent in 2012.  The amounts for year-to-date 2013 and 2012 exclude approximately $9.0 million and $8.1 million, respectively, associated with adjustments to operating earnings.

 

Second Quarter Conference Call

 

ITC will conduct a webcast and conference call at 11 a.m. Eastern tomorrow, Thursday, July 25, 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.

 

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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 Monday, July 29, 2013, can be accessed by dialing 855-859-2056 (toll free) or 404-537-3406, passcode 13778274. The webcast will also be archived on the ITC website.

 

Other Available Information

 

More detail about the second 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)

 

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 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

 

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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

 

Six months ended

 

 

 

June 30,

 

June 30,

 

(in thousands, except per share data)

 

2013

 

2012

 

2013

 

2012

 

OPERATING REVENUES

 

$

229,817

 

$

197,375

 

$

447,121

 

$

394,088

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Operation and maintenance

 

29,668

 

30,058

 

54,181

 

58,770

 

General and administrative

 

43,939

 

27,876

 

78,865

 

50,885

 

Depreciation and amortization

 

29,295

 

25,976

 

57,781

 

50,987

 

Taxes other than income taxes

 

16,094

 

15,185

 

32,764

 

29,465

 

Other operating (income) and expense — net

 

(173

)

(203

)

(345

)

(396

)

Total operating expenses

 

118,823

 

98,892

 

223,246

 

189,711

 

OPERATING INCOME

 

110,994

 

98,483

 

223,875

 

204,377

 

OTHER EXPENSES (INCOME)

 

 

 

 

 

 

 

 

 

Interest expense - net

 

40,402

 

40,084

 

79,465

 

77,994

 

Allowance for equity funds used during construction

 

(8,292

)

(4,554

)

(17,025

)

(10,178

)

Other income

 

(286

)

(1,226

)

(495

)

(1,287

)

Other expense

 

2,671

 

472

 

3,681

 

1,058

 

Total other expenses (income)

 

34,495

 

34,776

 

65,626

 

67,587

 

INCOME BEFORE INCOME TAXES

 

76,499

 

63,707

 

158,249

 

136,790

 

INCOME TAX PROVISION

 

29,104

 

21,321

 

60,664

 

48,353

 

NET INCOME

 

$

47,395

 

$

42,386

 

$

97,585

 

$

88,437

 

Basic earnings per common share

 

$

0.90

 

$

0.82

 

$

1.86

 

$

1.72

 

Reported diluted earnings per common share

 

$

0.90

 

$

0.81

 

$

1.85

 

$

1.70

 

Operating diluted earnings per common share

 

$

1.20

 

$

1.05

 

$

2.32

 

$

1.98

 

Dividends declared per common share

 

$

0.3775

 

$

0.3525

 

$

0.7550

 

$

0.7050

 

 

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

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Reported net income

 

$

47,395

 

$

42,386

 

$

97,585

 

$

88,437

 

Pre-tax Entergy transaction related expenses

 

22,158

 

6,218

 

33,388

 

10,133

 

Pre-tax liability for audit related refund

 

103

 

12,993

 

206

 

12,993

 

Income taxes on adjustments

 

(6,320

)

(6,751

)

(9,045

)

(8,104

)

Operating earnings

 

$

63,336

 

$

54,846

 

$

122,134

 

$

103,459

 

 

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

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Reported diluted EPS

 

$

0.90

 

$

0.81

 

$

1.85

 

$

1.70

 

Pre-tax Entergy transaction related expenses

 

0.42

 

0.12

 

0.63

 

0.19

 

Pre-tax liability for audit related refund

 

 

0.25

 

0.01

 

0.25

 

Income taxes on adjustments

 

(0.12

)

(0.13

)

(0.17

)

(0.16

)

Operating diluted EPS

 

$

1.20

 

$

1.05

 

$

2.32

 

$

1.98

 

 

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ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION  (UNAUDITED)

 

 

 

June 30,

 

December 31,

 

(in thousands, except share data)

 

2013

 

2012

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

63,845

 

$

26,187

 

Accounts receivable

 

118,924

 

72,192

 

Inventory

 

37,200

 

37,357

 

Deferred income taxes

 

18,848

 

23,014

 

Regulatory assets — revenue accruals, including accrued interest

 

5,156

 

7,489

 

Prepaid assets

 

32,858

 

29,235

 

Other

 

34

 

2,752

 

Total current assets

 

276,865

 

198,226

 

Property, plant and equipment (net of accumulated depreciation and amortization of $1,300,132 and $1,269,810, respectively)

 

4,523,564

 

4,134,579

 

Other assets

 

 

 

 

 

Goodwill

 

950,163

 

950,163

 

Intangible assets (net of accumulated amortization of $19,990 and $18,397, respectively)

 

49,144

 

48,492

 

Regulatory assets — revenue accruals, including accrued interest

 

8,910

 

2,719

 

Other regulatory assets

 

184,300

 

180,378

 

Deferred financing fees (net of accumulated amortization of $19,650 and $17,838, respectively)

 

19,705

 

19,293

 

Other

 

36,138

 

30,959

 

Total other assets

 

1,248,360

 

1,232,004

 

TOTAL ASSETS

 

$

6,048,789

 

$

5,564,809

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

153,368

 

123,022

 

Accrued payroll

 

15,370

 

20,740

 

Accrued interest

 

59,757

 

44,708

 

Accrued taxes

 

35,561

 

28,117

 

Regulatory liabilities — revenue deferrals, including accrued interest

 

41,808

 

53,763

 

Refundable deposits from generators for transmission network upgrades

 

33,248

 

40,745

 

Debt maturing within one year

 

250,000

 

651,929

 

Other

 

13,182

 

40,287

 

Total current liabilities

 

602,294

 

1,003,311

 

Accrued pension and postretirement liabilities

 

57,324

 

53,243

 

Deferred income taxes

 

530,830

 

460,072

 

Regulatory liabilities — revenue deferrals, including accrued interest

 

30,352

 

28,613

 

Regulatory liabilities — accrued asset removal costs

 

71,630

 

75,477

 

Refundable deposits from generators for transmission network upgrades

 

7,766

 

7,623

 

Other

 

22,808

 

26,317

 

Long-term debt

 

3,218,959

 

2,495,298

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, with par value, 100,000,000 shares authorized, 52,442,289 and 52,248,514 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively.

 

998,884

 

989,334

 

Retained earnings

 

501,632

 

443,569

 

Accumulated other comprehensive income (loss)

 

6,310

 

(18,048

)

Total stockholders’ equity

 

1,506,826

 

1,414,855

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

6,048,789

 

$

5,564,809

 

 

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ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)

 

 

 

Six months ended

 

 

 

June 30,

 

(in thousands)

 

2013

 

2012

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

97,585

 

$

88,437

 

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

 

 

 

 

 

Depreciation and amortization expense

 

57,781

 

50,987

 

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

 

(14,074

)

(16,818

)

Deferred income tax expense

 

50,537

 

30,728

 

Allowance for equity funds used during construction

 

(17,025

)

(10,178

)

Other

 

7,287

 

6,171

 

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

 

 

 

 

 

Accounts receivable

 

(28,368

)

(24,551

)

Inventory

 

157

 

(190

)

Prepaid and other current assets

 

(3,630

)

(15,204

)

Accounts payable

 

14,944

 

(2,437

)

Accrued payroll

 

(2,989

)

(2,187

)

Accrued interest

 

15,049

 

16,202

 

Accrued taxes

 

7,444

 

5,914

 

Other current liabilities

 

4,403

 

8,822

 

Other non-current assets and liabilities, net

 

(4,269

)

(1,995

)

Net cash provided by operating activities

 

184,832

 

133,701

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Expenditures for property, plant and equipment

 

(422,295

)

(435,745

)

Proceeds from sale of securities

 

570

 

5,453

 

Purchases of securities

 

(1,551

)

(10,105

)

Other

 

(2,858

)

(881

)

Net cash used in investing activities

 

(426,134

)

(441,278

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Issuance of long-term debt

 

100,000

 

100,000

 

Borrowings under revolving credit agreements

 

638,900

 

723,350

 

Borrowing under term credit agreements

 

350,000

 

 

Repayments of revolving credit agreements

 

(767,400

)

(505,300

)

Issuance of common stock

 

6,073

 

2,831

 

Dividends on common stock and restricted stock

 

(39,522

)

(36,238

)

Refundable deposits from generators for transmission network upgrades

 

16,770

 

22,114

 

Repayment of refundable deposits from generators for transmission network upgrades

 

(24,125

)

(13,830

)

Other

 

(1,736

)

(5,176

)

Net cash provided by financing activities

 

278,960

 

287,751

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

37,658

 

(19,826

)

CASH AND CASH EQUIVALENTS — Beginning of period

 

26,187

 

58,344

 

CASH AND CASH EQUIVALENTS — End of period

 

$

63,845

 

$

38,518

 

 

8