UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2012
ITC HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-32576
Michigan | 32-0058047 | |
(State of Incorporation) | (IRS Employer Identification No.) | |
27175 Energy Way, Novi, Michigan | 48377 | |
(Address of principal executive offices) | (zip code) |
(248) 946-3000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
On April 24, 2012, following the closing of trading on the New York Stock Exchange, ITC Holdings Corp. (the Company) issued a press release disclosing its financial results as of and for the quarter ended March 31, 2012, and reaffirming guidance with respect to the Companys operating earnings per diluted common share and capital expenditures for its operating subsidiaries for 2012. The release is attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | ITC Holdings Corp. Press Release dated April 24, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
April 25, 2012
ITC HOLDINGS CORP. | ||
By: | /s/ Daniel J. Oginsky | |
Daniel J. Oginsky | ||
Its: | Senior Vice President and General Counsel |
Exhibit 99.1
For Immediate Release
ITC HOLDINGS REPORTS INCREASED FIRST QUARTER
2012 RESULTS
Highlights
| First quarter 2012 operating earnings of $0.93 per diluted common share; first quarter 2012 reported earnings of $0.88 per diluted common share |
| Capital investments of $203.0 million for the three months ended March 31, 2012 |
| Reaffirmed 2012 operating earnings guidance of $3.90 to $4.05 per diluted share and capital expenditure guidance of $730 to $830 million |
Three months ended March 31, |
||||||||
(in thousands, except per share data) | 2012 | 2011 | ||||||
OPERATING REVENUES |
$ | 196,713 | $ | 179,386 | ||||
REPORTED NET INCOME |
46,051 | 42,002 | ||||||
OPERATING EARNINGS |
48,580 | 42,002 | ||||||
DILUTED EPS |
$ | 0.88 | $ | 0.81 | ||||
OPERATING DILUTED EPS |
$ | 0.93 | $ | 0.81 |
NOVI, Mich., April 24, 2012ITC Holdings Corp. (NYSE: ITC) today announced its first quarter results for the period ended March 31, 2012. Reported net income for the quarter, measured in accordance with Generally Accepted Accounting Principles (GAAP), was $46.1 million, or $0.88 per diluted common share, compared to $42.0 million, or $0.81 per diluted common share for the first quarter of 2011.
Operating earnings for the quarter were $48.6 million, or $0.93 per diluted common share, compared to operating earnings of $42.0 million, or $0.81 per diluted common share for the first quarter of 2011. Operating earnings are non-GAAP measures that exclude the impact of after-tax expenses of approximately $2.5 million, or $0.05 per share, associated with the previously announced transaction with Entergy Corporation (Entergy).
For the three months ended March 31, 2012, ITC invested $203.0 million in capital projects at its operating companies, including $41.1 million, $39.8 million, $92.4 million and $29.7 million at ITCTransmission, METC, ITC Midwest and ITC Great Plains, respectively.
Overall, we are quite pleased with our start to 2012, said Joseph L. Welch, chairman, president and CEO of ITC. During the first quarter, we experienced strong operational and financial performance, while making solid headway against our annual capital investment plans, which represent the largest in our history. In addition, we also made good progress with the implementation of our Entergy transaction, including initiating our integration activities and preparing to effectively execute the regulatory approval process.
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Operating earnings for the first quarter of 2012 increased $6.6 million, or $0.12 per diluted common share, compared to the same period in 2011. This increase was largely attributable to higher income associated with increased rate base and AFUDC at all of our operating companies, partially offset by 1) lower revenues associated with the amortization of the ITCTransmission rate freeze revenue deferral which expired in May 2011 and 2) lower general and administrative expenses in the first quarter of 2011 due to the recognition of a regulatory asset associated with the Kansas V-Plan Project, which did not reoccur in the first quarter of 2012.
EPS and Capital Expenditure Guidance
For 2012, ITC is reaffirming its full year operating earnings guidance of $3.90 to $4.05 per share, excluding expenses associated with implementing the transaction with Entergy. Capital investment guidance for 2012 is also being maintained at $730 to $830 million, which includes $185 to $210 million, $155 to $180 million, $295 to $325 million and $95 to $115 million for ITCTransmission, METC, ITC Midwest and ITC Great Plains, respectively.
First Quarter 2012 Financial Results Detail
ITCs operating revenues for the first quarter increased to $196.7 million from $179.4 million for the same period last year. This increase was primarily due to higher network revenues attributable to higher rate base at our regulated operating subsidiaries and higher recoverable expenses associated with operating expenses. In addition, the increase resulted from higher regional cost sharing revenues due primarily to additional capital projects that have been identified by the Midwest ISO as eligible for regional cost sharing and these projects being placed-in-service. Partially offsetting these increases was the impact of the elimination of the amortization of the ITCTransmission rate freeze revenue deferral in 2011.
Operation and maintenance expenses of $28.7 million were $2.4 million higher during the first quarter of 2012 compared to the same period in 2011. This increase was primarily due to increased vegetation management requirements and increased NERC compliance activities associated with surveying transmission overhead lines.
General and administrative expenses of $19.1 million, which excludes $3.9 million of pre-tax expenses related to the Entergy transaction, were $2.6 million higher compared to the same period in 2011. This increase was primarily due to the recognition of the Kansas V-Plan Project regulatory asset, which reduced expenses in 2011 and did not reoccur in 2012, and higher general business expenses primarily related to increased information technology support.
Depreciation and amortization expenses of $25.0 million increased by $1.9 million during the first quarter of 2012 compared to the same period in 2011. This increase was primarily due to a higher depreciable asset base resulting from property, plant and equipment additions.
Taxes other than income taxes of $14.3 million were $0.7 million higher for the first quarter of 2012 compared to the same period in 2011. This increase was due to 2011 capital additions at our regulated operating subsidiaries, which are included in the tax base for 2012 personal property taxes.
Interest expense of $37.9 million for the first quarter of 2012 increased $1.6 million compared to the same period in 2011 due primarily to higher borrowing levels to finance capital expenditures.
The effective income tax rate for the first quarter of 2012 was 36.9 percent, excluding a reduction to income taxes of approximately $1.3 million associated with the Entergy transaction expenses, compared to 37.1 percent for the same period last year.
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First Quarter Conference Call
ITC will conduct a conference call to discuss the first quarter results on Wednesday, April 25, 2012 at 11 a.m. Eastern time. Joseph L. Welch, chairman, president and CEO, will provide a business overview, and Cameron M. Bready, executive vice president and CFO, will discuss the financial results. Individuals wishing to participate in the conference call may dial toll-free (877) 644-1296 (domestic) or (914) 495-8555 (international); there is no passcode. A listen-only live webcast of the conference call, including accompanying slides and the Earnings Release, will be available on the investor information page. The conference call replay, available through Monday, April 30, 2012, can be accessed by dialing (855) 859-2056 (toll free) or (404) 537-3406, passcode 69082300. The webcast will also be archived on the ITC website.
Other Available Information
More detail about the 2012 first quarter results may be found in ITCs 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 either through our website or the phone numbers below.
About ITC Holdings Corp.
ITC Holdings Corp. (NYSE: ITC) is the nations 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. ITCs 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 and Kansas, 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 ITCs website. (itc-ITC)
GAAP v. Non-GAAP Measures
ITCs reported earnings are prepared in accordance with GAAP and represent earnings as reported to the Securities and Exchange Commission. ITCs management believes the companys operating earnings, or GAAP earnings adjusted for specific items as described in the release, provide a more meaningful representation of the companys 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 managements beliefs concerning future business conditions, plans and prospects, growth opportunities and the outlook for our business and the electricity transmission industry based upon information currently available. Such statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Wherever possible, we have identified these forward-looking statements by words such as will, may, anticipates, believes, intends, estimates, expects, projects and similar phrases. These forward-looking statements are based upon assumptions our management believes are reasonable. Such forward looking statements are subject to risks and uncertainties which could cause our actual results, performance and achievements to differ materially from those expressed in, or implied by, these statements, including, among others, the risks and uncertainties disclosed in our annual report on Form 10-K and our quarterly reports on Form 10-Q filed with the Securities and Exchange Commission from time to time.
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Because our forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different and any or all of our forward-looking statements may turn out to be wrong. Forward-looking statements speak only as of the date made and can be affected by assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this release and in our annual and quarterly reports will be important in determining future results. Consequently, we cannot assure you that our expectations or forecasts expressed in such forward-looking statements will be achieved. Actual future results may vary materially. Except as required by law, we undertake no obligation to publicly update any of our forward-looking or other statements, whether as a result of new information, future events, or otherwise.
Investor/Analyst contact: Gretchen Holloway, 248-946-3595; gholloway@itctransco.com
Media contact: Robert Doetsch, 248-946-3493; rdoetsch@itctransco.com
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ITC HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended | ||||||||
March 31, | ||||||||
(in thousands, except per share data) | 2012 | 2011 | ||||||
OPERATING REVENUES |
$ | 196,713 | $ | 179,386 | ||||
OPERATING EXPENSES |
||||||||
Operation and maintenance |
28,712 | 26,284 | ||||||
General and administrative |
23,009 | 16,580 | ||||||
Depreciation and amortization |
25,011 | 23,088 | ||||||
Taxes other than income taxes |
14,280 | 13,608 | ||||||
Other operating (income) and expense net |
(193 | ) | (149 | ) | ||||
|
|
|
|
|||||
Total operating expenses |
90,819 | 79,411 | ||||||
|
|
|
|
|||||
OPERATING INCOME |
105,894 | 99,975 | ||||||
OTHER EXPENSES (INCOME) |
||||||||
Interest expense |
37,910 | 36,277 | ||||||
Allowance for equity funds used during construction |
(5,624 | ) | (3,510 | ) | ||||
Other income |
(306 | ) | (275 | ) | ||||
Other expense |
831 | 722 | ||||||
|
|
|
|
|||||
Total other expenses (income) |
32,811 | 33,214 | ||||||
|
|
|
|
|||||
INCOME BEFORE INCOME TAXES |
73,083 | 66,761 | ||||||
INCOME TAX PROVISION |
27,032 | 24,759 | ||||||
|
|
|
|
|||||
NET INCOME |
$ | 46,051 | $ | 42,002 | ||||
|
|
|
|
|||||
Basic earnings per common share |
$ | 0.90 | $ | 0.83 | ||||
Reported diluted earnings per common share |
$ | 0.88 | $ | 0.81 | ||||
Operating diluted earnings per common share |
$ | 0.93 | $ | 0.81 | ||||
Dividends declared per common share |
$ | 0.353 | $ | 0.335 |
RECONCILIATION OF REPORTED NET INCOME (GAAP) TO OPERATING EARNINGS (NON-GAAP MEASURE)UNAUDITED
Three months ended | ||||||||
March 31, | ||||||||
2012 | 2011 | |||||||
Reported net income |
$ | 46,051 | $ | 42,002 | ||||
Pre-tax Entergy transaction related expenses |
3,863 | N/A | ||||||
Income taxes on adjustments |
(1,334 | ) | N/A | |||||
|
|
|
|
|||||
Operating earnings |
$ | 48,580 | $ | 42,002 | ||||
|
|
|
|
RECONCILIATION OF REPORTED DILUTED EPS (GAAP) TO OPERATING DILUTED EPS (NON-GAAP MEASURE)UNAUDITED
Three months ended | ||||||||
March 31, | ||||||||
2012 | 2011 | |||||||
Reported diluted EPS |
$ | 0.88 | $ | 0.81 | ||||
Pre-tax Entergy transaction related expenses |
0.08 | N/A | ||||||
Income taxes on adjustments |
(0.03 | ) | N/A | |||||
|
|
|
|
|||||
Operating diluted EPS |
$ | 0.93 | $ | 0.81 | ||||
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|
|
|
5
ITC HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
March 31, | December 31, | |||||||
(in thousands, except share data) | 2012 | 2011 | ||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 23,052 | $ | 58,344 | ||||
Accounts receivable |
75,412 | 76,895 | ||||||
Inventory |
33,084 | 34,855 | ||||||
Deferred income taxes |
21,226 | 20,636 | ||||||
Regulatory assets revenue accruals, including accrued interest |
6,399 | 6,639 | ||||||
Other |
8,580 | 4,159 | ||||||
|
|
|
|
|||||
Total current assets |
167,753 | 201,528 | ||||||
Property, plant and equipment (net of accumulated depreciation and amortization of $1,211,584 and $1,193,164, respectively) |
3,593,493 | 3,415,823 | ||||||
Other assets |
||||||||
Goodwill |
950,163 | 950,163 | ||||||
Intangible assets (net of accumulated amortization of $16,051 and $15,276, respectively) |
46,110 | 46,885 | ||||||
Regulatory assets revenue accruals, including accrued interest |
17,509 | 5,637 | ||||||
Other regulatory assets |
167,969 | 161,987 | ||||||
Deferred financing fees (net of accumulated amortization of $15,486 and $14,594, respectively) |
20,738 | 20,989 | ||||||
Other |
19,914 | 20,354 | ||||||
|
|
|
|
|||||
Total other assets |
1,222,403 | 1,206,015 | ||||||
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|
|||||
TOTAL ASSETS |
$ | 4,983,649 | $ | 4,823,366 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 110,579 | $ | 136,934 | ||||
Accrued payroll |
8,663 | 18,013 | ||||||
Accrued interest |
24,194 | 43,642 | ||||||
Accrued taxes |
18,042 | 25,627 | ||||||
Regulatory liabilities revenue deferrals, including accrued interest |
47,947 | 46,579 | ||||||
Refundable deposits from generators for transmission network upgrades |
50,601 | 38,805 | ||||||
Revolving credit agreement maturing within one year |
24,500 | | ||||||
Other |
2,227 | 5,867 | ||||||
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|
|
|
|||||
Total current liabilities |
286,753 | 315,467 | ||||||
Accrued pension and postretirement liabilities |
47,133 | 44,923 | ||||||
Deferred income taxes |
401,444 | 373,268 | ||||||
Regulatory liabilities revenue deferrals, including accrued interest |
44,402 | 50,917 | ||||||
Regulatory liabilities accrued asset removal costs |
81,535 | 83,934 | ||||||
Refundable deposits from generators for transmission network upgrades |
2,296 | 14,570 | ||||||
Other |
32,275 | 36,373 | ||||||
Long-term debt |
2,794,388 | 2,645,022 | ||||||
STOCKHOLDERS EQUITY |
||||||||
Common stock, without par value, 100,000,000 shares authorized, 51,362,536 and 51,323,368 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively |
947,198 | 943,444 | ||||||
Retained earnings |
358,766 | 330,816 | ||||||
Accumulated other comprehensive loss |
(12,541 | ) | (15,368 | ) | ||||
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|
|||||
Total stockholders equity |
1,293,423 | 1,258,892 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 4,983,649 | $ | 4,823,366 | ||||
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ITC HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, |
||||||||
(in thousands) | 2012 | 2011 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income |
$ | 46,051 | $ | 42,002 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization expense |
25,011 | 23,088 | ||||||
Recognition, refund and collection of revenue accruals and deferrals including accrued interest |
(16,779 | ) | (4,735 | ) | ||||
Deferred income tax expense |
16,191 | 16,796 | ||||||
Allowance for equity funds used during construction |
(5,624 | ) | (3,510 | ) | ||||
Other |
2,974 | 2,950 | ||||||
Changes in assets and liabilities, exclusive of changes shown separately: |
||||||||
Accounts receivable |
1,232 | 12,612 | ||||||
Inventory |
1,771 | 1,591 | ||||||
Other current assets |
(4,421 | ) | (1,325 | ) | ||||
Accounts payable |
(4,840 | ) | (3,280 | ) | ||||
Accrued payroll |
(6,726 | ) | (8,024 | ) | ||||
Accrued interest |
(19,448 | ) | (19,937 | ) | ||||
Accrued taxes |
(6,505 | ) | 1,202 | |||||
Other current liabilities |
(3,641 | ) | (3,418 | ) | ||||
Other non-current assets and liabilities, net |
4,429 | 1,504 | ||||||
|
|
|
|
|||||
Net cash provided by operating activities |
29,675 | 57,516 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Expenditures for property, plant and equipment |
(224,079 | ) | (118,491 | ) | ||||
Other |
(50 | ) | 4 | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(224,129 | ) | (118,487 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Issuance of long-term debt |
100,000 | | ||||||
Borrowings under revolving credit agreements |
342,250 | 196,300 | ||||||
Repayments of revolving credit agreements |
(268,500 | ) | (155,200 | ) | ||||
Issuance of common stock |
1,050 | 8,995 | ||||||
Dividends on common stock |
(18,101 | ) | (17,007 | ) | ||||
Refundable deposits from generators for transmission network upgrades |
9,636 | 3,113 | ||||||
Repayment of refundable deposits from generators for transmission network upgrades |
(5,661 | ) | (4,876 | ) | ||||
Other |
(1,512 | ) | (2,082 | ) | ||||
|
|
|
|
|||||
Net cash provided by financing activities |
159,162 | 29,243 | ||||||
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|
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|
|||||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
(35,292 | ) | (31,728 | ) | ||||
CASH AND CASH EQUIVALENTS Beginning of period |
58,344 | 95,109 | ||||||
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|
|||||
CASH AND CASH EQUIVALENTS End of period |
$ | 23,052 | $ | 63,381 | ||||
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