Exhibit 99.1
| | |
| | |
| | |
InfraREIT, Inc. 1807 Ross Avenue, 4th Floor Dallas, TX 75201 | | |
PRESS RELEASE
InfraREIT Reports Second Quarter 2016 and Year-to-Date Results
DALLAS, TEXAS, August 3, 2016—InfraREIT, Inc. (NYSE: HIFR) (“InfraREIT” or the “Company”) today reported financial results for the second quarter and first six months of 2016 and provided the Company’s financial outlook.
InfraREIT reported the following second quarter 2016 financial highlights:
| · | Net income was $9.2 million |
| · | Net income attributable to InfraREIT, Inc. common stockholders was $0.15 per share |
| · | Non-GAAP earnings per share (“Non-GAAP EPS”) was $0.30 per share |
| · | Cash available for distribution (“CAD”) was $18.3 million, or $0.30 per share |
| · | Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $37.8 million |
| · | Quarterly dividend declared of $0.25 per share of common stock, $1.00 per share annualized |
Reaffirmed guidance:
| · | Non-GAAP EPS range of $1.15 to $1.25 for 2016 |
| · | CAD per share range of $1.15 to $1.25 for 2016 |
| · | Dividend/distributions per share of $1.00 for 2016 |
| · | Targeted dividend per share payout ratio of 80 percent to 90 percent of CAD |
| · | Three-year compound annual growth rate (“CAGR”) range of dividends per share of 8 percent to 10 percent for 2015 through 2018 |
Updated guidance:
| · | Capital expenditure range of $590 million to $740 million for the period of 2016 through 2018 |
“Our second quarter performance continues to track with our expectations and reflects the ongoing execution of our growth strategy,” said David A. Campbell, Chief Executive Officer of InfraREIT. “We have invested approximately $121 million year-to-date in infrastructure improvements in our service territories.”
“We are committed to investing in the reliability and dependability of our transmission and distribution assets. Our 2016 total footprint capital expenditures guidance of $220 million to $240 million remains unchanged. Our tenant, Sharyland Utilities, reports increased levels of uncertainty regarding future customer and load growth in its West Texas territories in the current oil price environment. As a result, we are widening our 2017 and 2018 capital expenditures guidance. Our new ranges are $235 million to $280 million for 2017 and $135 million to $220 million for 2018. This revision does not result in a change to our growth outlook for dividends per share from 2015 to 2018. Over the coming months, we look forward to working with Sharyland to advance the rate case currently pending before the Public Utility Commission of Texas,” added Campbell.
Solid Results in Second Quarter 2016
Lease revenue, consisting only of base rent, increased 15 percent to $33.8 million for the three months ended June 30, 2016, compared to the same period in 2015. There was no percentage rent recognized during the second quarter of 2016 or 2015 as Sharyland’s revenue did not exceed the annual specified breakpoints under the Company’s leases. The Company anticipates that revenue will grow over the year with little to no percentage rent recognized in the first and second quarters of each year with the largest amounts recognized during the third and fourth quarters of each year.
Net income was $9.2 million in the second quarter of 2016, compared to net income of $8.8 million in the second quarter of 2015. Net income attributable to InfraREIT, Inc. common stockholders was $0.15 per share during both the first half of 2016 and 2015.
Non-GAAP EPS was $0.30 per share for the second quarter of 2016 and 2015. In the second quarter of 2016 and 2015, CAD was $18.3 million, or $0.30 per share. Adjusted EBITDA was $37.8 million in the second quarter of 2016, an increase of 12 percent,
1
compared to $33.9 million in the same period in 2015. Funds from Operations (“FFO”) was $20.6 million for the second quarter of 2016, compared to $18.5 million from the same period in 2015. For the second quarter of 2016, FFO on an adjusted basis (“AFFO”) was $28.5 million, an increase of 6 percent, compared to $26.8 million in the same period in 2015.
First Half 2016 Performance
Lease revenue, consisting only of base rent, increased 15 percent to $67.5 million for the six months ended June 30, 2016, compared to the same period in 2015. There was no percentage rent recognized during the first half of 2016 or 2015 as Sharyland’s revenue did not exceed the annual specified breakpoints under the Company’s leases. The Company anticipates that revenue will grow over the year with little to no percentage rent recognized in the first and second quarters of each year with the largest amounts recognized during the third and fourth quarters of each year.
Net income was $18.0 million in the first half of 2016, compared to a net loss of $27.0 million in the first half of 2015. Net income attributable to InfraREIT, Inc. common stockholders was $0.30 per share during the first half of 2016 compared to $(0.48) during the first half of 2015.
Non-GAAP EPS was $0.61 per share for the first half of 2016 and $0.62 per share for the same period in 2015. Non-GAAP EPS during the six months ended June 30, 2016 was based on 60.6 million weighted average shares outstanding compared to 57.8 million weighted average shares outstanding during the same period of 2015.
In the first half of 2016, CAD was $37.6 million, or $0.62 per share, compared to $36.5 million, or $0.60 per share, in the same period in 2015. Adjusted EBITDA was $76.0 million in the first half of 2016, an increase of 11 percent, compared to $68.3 million in the same period in 2015. FFO was $40.4 million for the first half of 2016, compared to ($7.9) million from the same period in 2015. For the first half of 2016, AFFO was $57.6 million, an increase of 7 percent, compared to $53.6 million in the same period in 2015.
Liquidity and Capital Resources
As of June 30, 2016, the Company had $10.8 million of unrestricted cash and cash equivalents and $276.5 million of unused capacity under its revolving credit facilities.
Outlook and Guidance
Non-GAAP EPS and CAD per share are estimated in the range of $1.15 to $1.25 for 2016. Reconciliations of the Company’s forecasted per share net income attributable to InfraREIT, Inc. common stockholders derived using generally accepted accounting principles (“GAAP”) to Non-GAAP EPS and CAD per share for the year ending December 31, 2016 are included in the Schedules at the end of this press release.
The Company estimates footprint capital expenditures in the following ranges over the next three years: $220 million to $240 million for 2016; $235 million to $280 million for 2017; and $135 million to $220 million for 2018. 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 of CAD. The Company’s guidance assumes and is subject to continuity in lease treatment and a range of regulatory outcomes that are consistent with the rates Sharyland requested in its April rate case filing.
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 guidance provided above constitutes forward-looking statements, which are based on current economic conditions and estimates, and the Company does 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.
Hunt Project Quarterly Updates
InfraREIT’s quarterly “Hunt Project Updates” (previously described as “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 and in the “2Q 2016 Results & Supplemental Information” presentation posted on the Company’s Web site.
Dividends and Distributions
On June 3, 2016, InfraREIT’s board of directors declared a cash distribution by InfraREIT’s operating partnership to all unit holders of record, including InfraREIT, on June 30, 2016 of $0.25 per unit for a total distribution of $15.2 million ($10.9 million to InfraREIT). Also, on June 3, 2016, InfraREIT’s board of directors declared a cash dividend to stockholders of record of InfraREIT on June 30, 2016, of $0.25 per share for a total of $10.9 million. The cash distribution and cash dividend were paid on July 21, 2016.
2
InfraREIT’s Tenant’s Rate Case
As previously reported on April 29, 2016, InfraREIT’s tenant, Sharyland, filed a system-wide rate case with the Public Utility Commission of Texas (“PUCT”) to review and set regulatory transmission and delivery rates. Sharyland is responsible for regulatory compliance and reporting requirements related to InfraREIT’s assets. Sharyland’s 2016 rate case, PUCT Docket No. 45414, addresses conditions required by its 2013 rate case; provides for the review of all invested capital subsequent to the test year ended December 31, 2012 and the consolidation of two existing tariffs (the tariff for the Stanton, Brady and Celeste service territories and the tariff for the McAllen service territory); and proposes “cost-based rates” for Sharyland’s distribution customers.
In Sharyland’s rate case filing it requested an allowed return on common equity (“ROE”) of 10.0 percent and maintaining its current capital structure of 55 percent for debt and 45 percent for equity. Sharyland also requested a reduction in cost of debt to 4.97 percent, down from 6.73 percent. The timing and outcome of Sharyland’s rate case is uncertain at this time.
As part of the Sharyland rate case, the PUCT indicated that it intends to issue a preliminary order related to the structure of the Company’s relationship with Sharyland in advance of final resolution of the rate case. The PUCT has not yet issued the preliminary order. In anticipation of this ruling, InfraREIT and Sharyland have been, and continue to be, engaged in constructive discussions with key constituencies, including the PUCT staff and intervenors. These discussions have focused on an approach to regulate Sharyland, InfraREIT’s regulated subsidiary and the leases in a manner that is consistent with applicable laws and regulations and is acceptable to InfraREIT and these constituencies. The Company expects other rate case issues, such as allowed return on equity, capital structure, cost of debt and income tax allowance, to be addressed over the remaining course of the rate case.
Supplemental information relating to Sharyland’s rate case can be found at www.InfraREITInc.com under the “About InfraREIT/Sharyland Utilities-Our Tenant” section of the Company’s Web site. InfraREIT will also post updates to this section of the Company’s Web site as new information becomes available.
Conference Call and Webcast
As previously announced, management will host a teleconference call August 3, 2016, at 10 a.m. U.S. Central time (11 a.m. U.S. Eastern time). 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: 10078308) 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: 10078308) for a seven-day period following the call.
Non-GAAP Measures
This press release contains certain financial measures that are not recognized under GAAP. InfraREIT uses Non-GAAP EPS, CAD, EBITDA, Adjusted EBITDA, FFO and AFFO as important supplemental measures of the Company’s operating performance. For example, management uses the CAD measurement when recommending dividends to its board of directors. The Company also presents non-GAAP performance measures because management believes they 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. InfraREIT has a diverse set of investors, including investors that primarily focus on utilities, yieldcos, MLPs or REITs. InfraREIT’s management believes that each of these different classes of investors focus on different types of metrics in their evaluation of InfraREIT. For instance, many utility investors focus on EPS and management believes the Company’s presentation of Non-GAAP EPS enables a better comparison to other utilities. InfraREIT’s management believes it is appropriate to calculate and provide these measures in order to be responsive to these investors. Including reporting on these measures in InfraREIT’s public disclosures also ensures that this information is available to all of InfraREIT’s investors. 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.
3
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 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, distributions to stockholders, dividend growth, capital expenditures, CAD and Non-GAAP EPS amounts, AFFO-to-debt ratios, capitalization matters and other forecasted metrics. 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 and regulations with respect to the Company’s organizational structure, lease arrangements, capitalization, acquisitions and dispositions of assets, recovery of investments, the Company’s authorized rate of return and other regulatory parameters; (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. These and other applicable uncertainties, factors and risks are described more fully in the Company’s filings with the U. S. Securities and Exchange Commission.
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.
4
InfraREIT, Inc.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share amounts)
(Unaudited)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
Lease revenue | | | | | | | | | | | | | | | | |
Base rent | | $ | 33,785 | | | $ | 29,458 | | | $ | 67,450 | | | $ | 58,830 | |
Percentage rent | | | — | | | | — | | | | — | | | | — | |
Total lease revenue | | | 33,785 | | | | 29,458 | | | | 67,450 | | | | 58,830 | |
Operating costs and expenses | | | | | | | | | | | | | | | | |
General and administrative expense | | | 4,980 | | | | 4,728 | | | | 10,525 | | | | 53,461 | |
Depreciation | | | 11,410 | | | | 9,671 | | | | 22,484 | | | | 19,179 | |
Total operating costs and expenses | | | 16,390 | | | | 14,399 | | | | 33,009 | | | | 72,640 | |
Income (loss) from operations | | | 17,395 | | | | 15,059 | | | | 34,441 | | | | (13,810 | ) |
Other (expense) income | | | | | | | | | | | | | | | | |
Interest expense, net | | | (9,055 | ) | | | (6,939 | ) | | | (17,897 | ) | | | (14,361 | ) |
Other income, net | | | 1,137 | | | | 847 | | | | 1,896 | | | | 1,473 | |
Total other expense | | | (7,918 | ) | | | (6,092 | ) | | | (16,001 | ) | | | (12,888 | ) |
Income (loss) before income taxes | | | 9,477 | | | | 8,967 | | | | 18,440 | | | | (26,698 | ) |
Income tax expense | | | 293 | | | | 124 | | | | 479 | | | | 332 | |
Net income (loss) | | | 9,184 | | | | 8,843 | | | | 17,961 | | | | (27,030 | ) |
Less: Net income (loss) attributable to noncontrolling interest | | | 2,576 | | | | 2,481 | | | | 5,038 | | | | (6,519 | ) |
Net income (loss) attributable to InfraREIT, Inc. | | $ | 6,608 | | | $ | 6,362 | | | $ | 12,923 | | | $ | (20,511 | ) |
Net income (loss) attributable to InfraREIT, Inc. common stockholders per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.15 | | | $ | 0.15 | | | $ | 0.30 | | | $ | (0.48 | ) |
Diluted | | $ | 0.15 | | | $ | 0.15 | | | $ | 0.30 | | | $ | (0.48 | ) |
Cash dividends declared per common share | | $ | 0.250 | | | $ | 0.225 | | | $ | 0.500 | | | $ | 0.625 | |
Weighted average common shares outstanding (basic shares) | | | 43,576 | | | | 43,565 | | | | 43,573 | | | | 42,391 | |
Redemption of operating partnership units | | | — | | | | — | | | | — | | | | — | |
Weighted average dilutive shares outstanding (diluted shares) | | | 43,576 | | | | 43,565 | | | | 43,573 | | | | 42,391 | |
Due to the anti-dilutive effect, the computation of diluted earnings per share does not reflect the following adjustments: | | | | | | | | | | | | | | | | |
Net income (loss) attributable to noncontrolling interest | | $ | 2,576 | | | $ | 2,481 | | | $ | 5,038 | | | $ | (6,519 | ) |
Redemption of operating partnership units | | | 17,058 | | | | 17,028 | | | | 17,057 | | | | 15,424 | |
5
InfraREIT, Inc.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
| | June 30, 2016 | | | December 31, 2015 | |
| | (Unaudited) | | | | | |
Assets | | | | | | | | |
Current Assets | | | | | | | | |
Cash and cash equivalents | | $ | 10,806 | | | $ | 9,471 | |
Restricted cash | | | 1,682 | | | | 1,682 | |
Due from affiliates | | | 24,600 | | | | 31,172 | |
Inventory | | | 6,648 | | | | 6,731 | |
Prepaids and other current assets | | | 1,050 | | | | 560 | |
Total current assets | | | 44,786 | | | | 49,616 | |
Electric Plant, net | | | 1,539,722 | | | | 1,434,531 | |
Goodwill | | | 138,384 | | | | 138,384 | |
Other Assets | | | 39,638 | | | | 40,979 | |
Total Assets | | $ | 1,762,530 | | | $ | 1,663,510 | |
Liabilities and Equity | | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 35,537 | | | $ | 22,943 | |
Short-term borrowings | | | 48,500 | | | | 54,000 | |
Current portion of long-term debt | | | 7,633 | | | | 7,423 | |
Dividends and distributions payable | | | 15,158 | | | | 13,634 | |
Accrued taxes | | | 3,791 | | | | 3,312 | |
Total current liabilities | | | 110,619 | | | | 101,312 | |
Long-Term Debt, Less Deferred Financing Costs | | | 713,452 | | | | 617,305 | |
Regulatory Liability | | | 16,024 | | | | 10,625 | |
Total liabilities | | | 840,095 | | | | 729,242 | |
Commitments and Contingencies | | | | | | | | |
Equity | | | | | | | | |
Common stock, $0.01 par value; 450,000,000 shares authorized; 43,575,727 and 43,565,495 issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | | | 436 | | | | 436 | |
Additional paid-in capital | | | 702,391 | | | | 702,213 | |
Accumulated deficit | | | (33,389 | ) | | | (24,526 | ) |
Total InfraREIT, Inc. equity | | | 669,438 | | | | 678,123 | |
Noncontrolling interest | | | 252,997 | | | | 256,145 | |
Total equity | | | 922,435 | | | | 934,268 | |
Total Liabilities and Equity | | $ | 1,762,530 | | | $ | 1,663,510 | |
6
InfraREIT, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| | Six Months Ended June 30, | |
| | 2016 | | | 2015 | |
Cash flows from operating activities | | | | | | | | |
Net income (loss) | | $ | 17,961 | | | $ | (27,030 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | |
Depreciation | | | 22,484 | | | | 19,179 | |
Amortization of deferred financing costs | | | 2,007 | | | | 1,824 | |
Allowance for funds used during construction — other funds | | | (1,896 | ) | | | (1,481 | ) |
Reorganization structuring fee | | | — | | | | 44,897 | |
Realized gain on sale of marketable securities | | | — | | | | (66 | ) |
Equity based compensation | | | 520 | | | | 308 | |
Changes in assets and liabilities: | | | | | | | | |
Due from affiliates | | | 6,572 | | | | 6,046 | |
Inventory | | | 83 | | | | 455 | |
Prepaids and other current assets | | | (490 | ) | | | (855 | ) |
Accounts payable and accrued liabilities | | | 13,308 | | | | 7,683 | |
Net cash provided by operating activities | | | 60,549 | | | | 50,960 | |
Cash flows from investing activities | | | | | | | | |
Additions to electric plant | | | (120,615 | ) | | | (115,627 | ) |
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 | | | (120,615 | ) | | | (245,751 | ) |
Cash flows from financing activities | | | | | | | | |
Net proceeds from issuance of common stock upon initial public offering | | | — | | | | 493,722 | |
Proceeds from short-term borrowings | | | 50,500 | | | | 33,000 | |
Repayments of short-term borrowings | | | (56,000 | ) | | | (253,000 | ) |
Proceeds from borrowings of long-term debt | | | 100,000 | | | | — | |
Repayments of long-term debt | | | (3,660 | ) | | | (9,569 | ) |
Deferred financing costs | | | (649 | ) | | | (153 | ) |
Dividends and distributions paid | | | (28,790 | ) | | | (34,326 | ) |
Net cash provided by financing activities | | | 61,401 | | | | 229,674 | |
Net increase in cash and cash equivalents | | | 1,335 | | | | 34,883 | |
Cash and cash equivalents at beginning of period | | | 9,471 | | | | 15,612 | |
Cash and cash equivalents at end of period | | $ | 10,806 | | | $ | 50,495 | |
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) a quarterly, not annual, 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 (loss) divided by the weighted average shares outstanding calculated in the manner described in the footnotes below.
The following sets forth a reconciliation of net income (loss) attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS per share:
| | Three Months Ended June 30, 2016 | | | Three Months Ended June 30, 2015 | |
(In thousands, except per share amounts, unaudited) | | Amount | | | Per Share (3) | | | Amount | | | Per Share (3) | |
Net income attributable to InfraREIT, Inc. | | $ | 6,608 | | | $ | 0.15 | | | $ | 6,362 | | | $ | 0.15 | |
Net income attributable to noncontrolling interest | | | 2,576 | | | | 0.15 | | | | 2,481 | | | | 0.15 | |
Net income | | | 9,184 | | | | 0.15 | | | | 8,843 | | | | 0.15 | |
Non-cash reorganization structuring fee | | | — | | | | — | | | | — | | | | — | |
Reorganization expenses | | | — | | | | — | | | | — | | | | — | |
Percentage rent adjustment (1) | | | 6,046 | | | | 0.10 | | | | 6,095 | | | | 0.10 | |
Base rent adjustment (2) | | | 2,963 | | | | 0.05 | | | | 3,068 | | | | 0.05 | |
Non-GAAP net income | | $ | 18,193 | | | $ | 0.30 | | | $ | 18,006 | | | $ | 0.30 | |
| | Six Months Ended June 30, 2016 | | | Six Months Ended June 30, 2015 | |
(In thousands, except per share amounts, unaudited) | | Amount | | | Per Share (3) | | | Amount | | | Per Share (4) | |
Net income (loss) attributable to InfraREIT, Inc. | | $ | 12,923 | | | $ | 0.30 | | | $ | (20,511 | ) | | $ | (0.48 | ) |
Net income (loss) attributable to noncontrolling interest | | | 5,038 | | | | 0.30 | | | | (6,519 | ) | | | (0.42 | ) |
Net income (loss) | | | 17,961 | | | | 0.30 | | | | (27,030 | ) | | | (0.47 | ) |
Non-cash reorganization structuring fee | | | — | | | | — | | | | 44,897 | | | | 0.78 | |
Reorganization expenses | | | — | | | | — | | | | 333 | | | | — | |
Percentage rent adjustment (1) | | | 13,036 | | | | 0.21 | | | | 12,559 | | | | 0.22 | |
Base rent adjustment (2) | | | 5,998 | | | | 0.10 | | | | 5,131 | | | | 0.09 | |
Non-GAAP net income | | $ | 36,995 | | | $ | 0.61 | | | $ | 35,890 | | | $ | 0.62 | |
| (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 Company’s tenant’s annual gross revenues exceed minimum specified annual breakpoints under the leases. |
| (2) | This adjustment relates to the difference between the timing of cash base 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 base rent becomes due. |
| (3) | The weighted average common shares outstanding during the applicable periods of 43.6 million was used to calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding during the applicable periods of 17.0 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 during the applicable periods of 60.6 million was used for the remainder of the per share calculations. |
8
| (4) | The weighted average common shares outstanding of 42.4 million was used to calculate net loss attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding of 15.4 million was used to calculate net loss attributable to noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units outstanding of 57.8 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. This deduction 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. The CAD calculation also includes 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 (loss) to CAD:
| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
(In thousands, except share amounts, unaudited) | | 2016 | | | | 2015 | | | | 2016 | | | | 2015 | | |
Net income (loss) | | $ | 9,184 | | | | $ | 8,843 | | | | $ | 17,961 | | | | $ | (27,030 | ) | |
Depreciation | | | 11,410 | | | | | 9,671 | | | | | 22,484 | | | | | 19,179 | | |
Non-cash reorganization structuring fee | | | — | | | | | — | | | | | — | | | | | 44,897 | | |
Percentage rent adjustment (1) | | | 6,046 | | | | | 6,095 | | | | | 13,036 | | | | | 12,559 | | |
Base rent adjustment (2) | | | 2,963 | | | | | 3,068 | | | | | 5,998 | | | | | 5,131 | | |
Amortization of deferred financing costs | | | 1,004 | | | | | 912 | | | | | 2,007 | | | | | 1,824 | | |
Reorganization expenses | | | — | | | | | — | | | | | — | | | | | 333 | | |
Non-cash equity compensation | | | 228 | | | | | 185 | | | | | 520 | | | | | 308 | | |
Other income, net (3) | | | (1,137 | ) | | | | (847 | ) | | | | (1,896 | ) | | | | (1,473 | ) | |
Capital expenditures to maintain net assets | | | (11,410 | ) | | | | (9,671 | ) | | | | (22,484 | ) | | | | (19,179 | ) | |
CAD | | $ | 18,288 | | | | $ | 18,256 | | | | $ | 37,626 | | | | $ | 36,549 | | |
Shares (mm of shares) (4) | | | 60.6 | | (5) | | | 60.6 | | (6) | | | 60.6 | | (7) | | | 60.6 | | (6) |
CAD per share | | $ | 0.30 | | | | $ | 0.30 | | | | $ | 0.62 | | | | $ | 0.60 | | |
| (1) | See footnote (1) on Schedule 1 on Explanation and Reconciliation on Non-GAAP EPS |
| (2) | See footnote (2) on Schedule 1 on Explanation and Reconciliation on Non-GAAP EPS |
| (3) | Includes allowance for funds used during construction (“AFUDC”) on other funds of $1.1 million and $0.9 million for the three months ended June 30, 2016 and 2015, respectively, and $1.9 million and $1.5 million for the six months ended June 30, 2016 and 2015, respectively. |
| (4) | Beginning with the quarter ended March 31, 2016, the Company changed its methodology for calculating the share amount from an outstanding share amount at the end of the respective time period to the weighted average shares outstanding during the respective time period to be consistent with the Company’s other per share calculations. Calculations for periods ended prior to March 31, 2016 will continue using the shares outstanding at the end of the respective time period. |
| (5) | Consists of 43.6 million weighted average common shares outstanding and 17.0 million weighted average redeemable partnership units outstanding during the three months ended June 30, 2016. |
| (6) | Consists of 43.6 million outstanding shares and 17.0 million redeemable partnership units outstanding as of June 30, 2015. |
| (7) | Consists of 43.6 million weighted average common shares outstanding and 17.0 million weighted average redeemable partnership units outstanding during the six months ended June 30, 2016. |
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) a quarterly, not annual, 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 sets forth a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA:
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
(In thousands, unaudited) | | 2016 | | | 2015 | | | 2016 | | | 2015 | |
Net income (loss) | | $ | 9,184 | | | $ | 8,843 | | | $ | 17,961 | | | $ | (27,030 | ) |
Interest expense, net | | | 9,055 | | | | 6,939 | | | | 17,897 | | | | 14,361 | |
Income tax expense | | | 293 | | | | 124 | | | | 479 | | | | 332 | |
Depreciation | | | 11,410 | | | | 9,671 | | | | 22,484 | | | | 19,179 | |
EBITDA | | | 29,942 | | | | 25,577 | | | | 58,821 | | | | 6,842 | |
Non-cash reorganization structuring fee | | | — | | | | — | | | | — | | | | 44,897 | |
Percentage rent adjustment (1) | | | 6,046 | | | | 6,095 | | | | 13,036 | | | | 12,559 | |
Base rent adjustment (2) | | | 2,963 | | | | 3,068 | | | | 5,998 | | | | 5,131 | |
Reorganization expenses | | | — | | | | — | | | | — | | | | 333 | |
Other income, net (3) | | | (1,137 | ) | | | (847 | ) | | | (1,896 | ) | | | (1,473 | ) |
Adjusted EBITDA | | $ | 37,814 | | | $ | 33,893 | | | $ | 75,959 | | | $ | 68,289 | |
| (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 reconciliations below, results in FFO representing net income (loss) 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) a quarterly, not annual, 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 (loss) to FFO and AFFO:
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
(In thousands, unaudited) | | 2016 | | | 2015 | | | 2016 | | | 2015 | |
Net income (loss) | | $ | 9,184 | | | $ | 8,843 | | | $ | 17,961 | | | $ | (27,030 | ) |
Depreciation | | | 11,410 | | | | 9,671 | | | | 22,484 | | | | 19,179 | |
FFO | | | 20,594 | | | | 18,514 | | | | 40,445 | | | | (7,851 | ) |
Non-cash reorganization structuring fee | | | — | | | | — | | | | — | | | | 44,897 | |
Percentage rent adjustment (1) | | | 6,046 | | | | 6,095 | | | | 13,036 | | | | 12,559 | |
Base rent adjustment (2) | | | 2,963 | | | | 3,068 | | | | 5,998 | | | | 5,131 | |
Reorganization expenses | | | — | | | | — | | | | — | | | | 333 | |
Other income, net (3) | | | (1,137 | ) | | | (847 | ) | | | (1,896 | ) | | | (1,473 | ) |
AFFO | | $ | 28,466 | | | $ | 26,830 | | | $ | 57,583 | | | $ | 53,596 | |
| (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 |
12
Schedule 5
InfraREIT, Inc.
Explanation and Reconciliation of Forecasted Guidance for 2016
Forecasted GAAP net income attributable to InfraREIT, Inc. per share to Non-GAAP EPS and CAD per share
The Company provides yearly guidance for the supplemental financial measures it uses in evaluating the Company’s operating performance. These metrics include Non-GAAP EPS and CAD per share. These financial measures help the Company and investors better understand the Company’s business, performance and ability to earn and distribute cash to stockholders by providing perspectives not immediately apparent from net income.
The following table sets forth a reconciliation of the forecasted GAAP net income attributable to InfraREIT, Inc. per share to
Non-GAAP EPS and CAD per share for the year ending December 31, 2016.
| | Full Year 2016 | |
(per share amounts, unaudited) | | Low | | | High | |
Net income attributable to InfraREIT, Inc. | | $ | 1.02 | | | $ | 1.12 | |
Net income attributable to noncontrolling interest | | | 1.02 | | | | 1.12 | |
Net income | | | 1.02 | | | | 1.12 | |
Base rent adjustment | | | 0.13 | | | | 0.13 | |
Non-GAAP net income | | | 1.15 | | | | 1.25 | |
Depreciation | | | 0.81 | | | | 0.81 | |
Amortization of deferred financing costs | | | 0.03 | | | | 0.03 | |
Non-cash equity compensation | | | 0.01 | | | | 0.01 | |
Other income, net | | | (0.04 | ) | | | (0.04 | ) |
Capital expenditures to maintain net assets | | | (0.81 | ) | | | (0.81 | ) |
CAD | | $ | 1.15 | | | $ | 1.25 | |
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 |
# # #
13
