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InfraREIT, Inc.Q1 2015 Results & Supplemental Information
Safe Harbor
Forward Looking Statements
These presentations contain “forward-looking statements” about the business, financial performance, contracts, leases and prospects of InfraREIT, Inc. (the
“Company”). Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “guidance,” “outlook,” “target,” “expect,” “intend,” “plan,”
“estimate,” “anticipate,” “believe,” “project,” “budget,” “potential” or “continue” and similar expressions are used to ident ify forward-looking statements, although not all
forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions
about future events and are based on currently available information as to the outcome and timing of future events. The Company’s actual results, performance or
achievements could differ materially from those expressed or implied by such statements. The Company’s capabilities or performance, stockholder value as well as
any other statements that are not historical facts in this presentation are forward-looking statements that involve certain risks and uncertainties, many of which are
difficult to predict and beyond the Company’s control. Factors that could cause actual results to differ materially from the results contemplated by such forward-looking
statements include, without limitation, risks that the projects the Company expects will not materialize for a variety of reasons, including as a result of more significant
reductions, relative to current expectations, in oil and gas drilling and related midstream and service company activities in the Permian Basin due to lower oil and gas
prices; the Company’s ability to acquire T&D assets on terms that are accretive to stockholders; the Company’s current reliance on its tenant for all of the Company’s
revenues and, as a result, the Company’s dependency on its tenant’s solvency and financial and operating performance; defaults on or non-renewal or early
termination of leases by the Company’s tenant; risks related to future lease negotiations; changes in the regulated rates the tenants of the Company’s assets may
charge their customers; the completion of the Company’s capital expenditure projects on time and on budget; competitive condi tions for the development and
acquisition of T&D assets; insufficient cash available to meet distribution requirements; the price and availability of debt and equity financing; the Company’s level of
indebtedness or debt service obligations; changes in governmental policies or regulations with respect to the Company’s permi tted capital structure, acquisitions and
dispositions of assets, recovery of investments and the Company’s authorized rate of return; weather conditions and other natural phenomena; the effects of existing
and future tax and other laws and governmental regulations; the Company’s failure to qualify or maintain its status as a REIT; availability of qualified personnel; the
termination of the Company’s management agreement or development agreement or the loss of the services of the Company’s manager or the loss of access to the
development function of the Company’s developer; the effects of future litigation; changes in the tax laws applicable to REITs; adverse economic developments in the
electric power industry; and changes in general business and economic conditions, particularly in Texas. When considering forward-looking statements, you should
keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in the Company’s filings with the Securities and
Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those indicated. This presentation speaks only as of the date hereof, and the Company disclaims any obligation to update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Legend
This presentation contains certain financial measures that are not recognized under generally accepted accounting principles (GAAP). These non-GAAP measures
are presented because InfraREIT’s management believes they help investors understand InfraREIT’s business, performance and ab ility to earn and distribute cash to
its stockholders by providing perspectives not immediately apparent from net income. These measures are also measures frequently used by securities analysts,
investors and other interested parties. The presentation of CAD, EBITDA, Adjusted EBITDA, FFO and AFFO in this presentation 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 1-3 to this presentation.
2
Q1 2015 Highlights
Successfully completed Initial Public Offering (IPO) and began trading on the
New York Stock Exchange on January 30, 2015
Strong Q1 performance, in line with expectations
Strong growth relative to last year in revenue, adjusted EBITDA, and cash available
for distribution (CAD)
Progress on major ROFO projects
Construction proceeding for the Golden Spread Electric Cooperative Interconnection
and the Cross Valley Transmission Line
Southline achieved Phase 3 status in the WECC Ratings Process with an “Accepted
Rating” and filed for a FERC declaratory order
Financial objectives on track
Expect 2015 CAD per share of $1.07; quarterly dividend for remainder of 2015 of
$0.225 per share
10%-15% cumulative annual growth rate in CAD per share for 2015-18
3
HIFR Q1 Performance Summary$ millions
4
Strong Q1 performance, in line with expectations
Cash Available for Distribution
$12.7
$18.3
Q1 2014 Q1 2015
+44%
Lease Revenue
$24.8
$29.4
Q1 2014 Q1 2015
+19%
Adjusted EBITDA
$28.2
$34.4
Q1 2014 Q1 2015
+22%
HIFR Adjusted EBITDA – Q1 2015 vs Q1 2014
5
Q1 15 adjusted EBITDA exceeded Q1 14 adjusted EBITDA by 22%, reflecting strong
growth in lease revenue
Q1 2015 Q1 2014
Increase/(Decrease)
$ %
Lease Revenue $ 29,372 $ 24,837
G&A Expense (48,733) (3,412)
Other Income (Expense) 626 (133)
EBITDA (18,735) 21,292
Non-cash reorganization structuring fee 44,897
Effect of percentage rent 6,464 6,327
Effect of straight-line rent 2,063 436
Reorganization expenses 333
Other (income) expense, net (626) 133
Adjusted EBITDA $ 34,396 $ 28,188 $6,208 22%
HIFR Cash Available For Distribution –
Q1 2015 vs Q1 2014
6
CAD grew by 44% over Q1 2014, reflecting the strong growth in adjusted EBITDA
Q1 2015 Q1 2014
Increase/(Decrease)
$ %
Net income (loss) attributable to InfraREIT, Inc. $ (26,873) $ 3,845
Net income (loss) attributable to noncontrolling interest (9,000) 1,147
Depreciation 9,508 8,461
FFO (26,365) 13,453
Non-cash reorganization structuring fee 44,897
Effect of percentage rent 6,464 6,327
Effect of straight-line rent 2,063 436
Amortization of deferred financing cost 912 829
Reorganization expenses 333
Non-cash equity compensation 123
Other (income) expense, net (626) 133
Capital expenditures to maintain net assets (9,508) (8,461)
Cash Available For Distribution (CAD) $ 18,293 $ 12,717 $ 5,576 44%
Shares outstanding (as of 3/31/2015) 60,594
CAD per share $ 0.30
Debt Obligations & Available Liquidity
7
Long-Term Debt (rate / maturity)
($ millions)
Outstanding
As of Mar. 31, 2015
TDC - Senior Secured Notes (8.50% / Dec. 30, 2020) $ 19.7
SDTS - Senior Secured Notes (6.47% / Sep. 30, 2030) 104.6
SDTS - Senior Secured Notes (7.25% / Dec. 30, 2029) 45.9
SP - Senior Secured Credit Facility (2.43%1 / Jun. 20, 2018)2 394.8
SP - Senior Secured Notes (5.04% / Jun. 20, 2018)2 60.0
Total3
$ 625.0
Liquidity Facilities
($ millions)
Total
Amount
Outstanding
As of Mar. 31Available
InfraREIT Partners Revolver $ 75.0 $ 0.0 $ 75.0
SDTS Revolver 250.0 0.0 250.0
Total $ 325.0 $ 0.0 $ 325.0
Cash (as of Mar. 31, 2015) 86.5
Total Available Liquidity $ 411.5
(1) Interest based on LIBOR at Mar. 31, 2015, plus an applicable margin
(2) Sharyland Projects (SP) debt used to fund construction of our CREZ Transmission assets
(3) The sum of the Long-Term Debt Total may not equal due to rounding
Financing Strategy
8
Focus on Regulated
T&D Opportunities
Maintain Strong Balance Sheet
Grow Dividends
Sign long-term leases
that reflect regulated
rate structure
Minimize regulatory
lag with prudent rate
case / TCOS filings
80% - 85% long-term
CAD payout ratio
Construct Footprint
Projects
Acquire ROFO Projects
Acquire Other Hunt
Development Projects
Opportunistically
acquire other T&D
assets
Target consolidated credit metrics of 60% Debt / Capitalization and 12% AFFO / Debt
Maintain 55% Debt / Capitalization at regulated subsidiary
Maintain significant liquidity to support capex plan and financial flexibility
Disciplined, Multifaceted Pursuit of Growth
9
Footprint Projects
(Funded by InfraREIT)
Hunt Development
team members
have an average of
15 years’ industry
experience
ROFO Projects
Growth Strategy Growth Drivers
• Population and economic growth across Texas
• Energy-driven economic expansion
• Generator interconnections to Panhandle
Transmission assets
• Specific Hunt T&D projects under construction
or in development
• Cross Valley transmission line and Golden
Spread interconnection have approved CCNs
and are under construction
• Accretive M&A Transactions that build on:
• Hunt’s industry relationships and
reputation
• Expertise with REIT structure
• Future T&D projects developed and constructed
by Hunt
• Primarily focused on Texas and the Southwest
Other Hunt
Development Projects
Acquire other T&D assets
from third parties
HIFR Q1 Footprint Project Capital Expenditures$ millions
10(1) Footprint projects are transmission or distribution projects primarily situated within our distribution service territory, or that
physically hang from our existing transmission assets.
Footprint capital expenditures are in line with expectations
Q1 2015 Footprint Project Capital Expenditures (1)
$31.1
$23.6
$54.7
Distribution
Transmission
2015-17 Footprint Project Capital Expenditure Plan
2015 2016 2017
Distribution 110 105 85
Transmission 135 165 160
Total $ 240-250 $ 265-275 $ 240-250
Pipeline of Development Projects
11
NV
CA
OK
TX
AZNM
MEXICO
Additional U.S. –
Mexico DC Ties
Additional South Texas
Transmission / Generation
Interconnections
Import capacity from
New Mexico and
Arizona to California
PJM and MISO
interconnection
ERCOT
Southeast
Loop
Transmission
Line
South Plains
Reinforcement
NM
TX
AZ
NV
CA
M E X I C O
ROFO
Project1
Estimated
Project CostExpected
Completion Status
GSEC Inter-
connection$80-$100mm 2016
Under
construction
Cross
Valley Line $160-$185mm 2016
Under
construction
Southline $700-$800mm --Draft EIS
Published
Verde $60-$80mm --In
development
Southline
Transmission
Project
Verde Transmission
Project
Cross Valley
Transmission Line
Golden Spread
Electric Coop
(GSEC)
Interconnection
Lubbock Power & Light
Interconnection
Under Construction Other ROFO Additional Development Opportunities
(1) ROFO projects are identified projects that are being developed by Hunt Consolidated, Inc. and its affiliates with respect to which
InfraREIT has a right of first offer.
ROFO Project UpdateAs of May 13, 2015
12
ROFO Project State Estimated Costs1 Status
Golden Spread
InterconnectionTX
$80-100 mm
(incl. financing)
• CCN received; under construction
• Bids for major components have been
received; total costs lower than prior estimate
• Expected completion in late Q1 or early Q2
2016
Cross Valley
TransmissionTX
$160-185 mm
(incl. financing)
• CCN received; under construction
• Expected completion in late Q2 or Q3 2016
Southline AZ, NM$700-800 mm
(excl. financing)
• Draft EIS Published in April 2014
• Achieved Phase 3 status in WECC Ratings
Process in March 2015
• Filed FERC PDO in May 2015
Verde NM$60-80 mm
(excl. financing)
• Easement agreements reached with three
Native American Pueblos
(1) Cost estimates are preliminary estimates, and include estimated financing costs for the Golden Spread Interconnection (GSEC) and Cross
Valley Transmission Line (CV). For Southline, Verde, and other development projects other than GSEC and CV, Hunt may opt to partner
with other parties in the development of projects depending on their scope, location and cost.
Robust CAD & Dividend Growth Targets
13
Targeting a 10% - 15% CAGR of CAD /
share from 2015-18
Expect to achieve the lower half of
the range based on Footprint
Projects
Ability to exceed the midpoint of
the range through acquisitions of
Cross Valley Line and GSEC
Interconnection
Ability to achieve the top of the
range through additional Footprint
Projects or acquisitions
Cash Available for Distribution (CAD) per Share $ millions
$1.07
0.002015E 2018E
($/S
ha
re)
1
10%+
15%
CAD/Share
CAGR
(1) Based upon a total of 43,565,495 common shares and 60,593,728 OP units outstanding as of 3/31/2015.
Questions
14
Appendix
15
SDTS(2)
Structure Mechanics
16
SDTS owns our T&D assets and
leases them to Sharyland Utilities
Sharyland collects rate-regulated
revenue from other utilities and retail
electric providers
Sharyland makes regular lease
payments to SDTS
InfraREIT receives a tax deduction
equal to the amount of dividends we
distribute
1
2
3
4
Shareholders
InfraREIT(1)
Hunt and
Hunt Family
Sharyland
Utilities
Customers
T&D Services Cash
Lease
Rent
1
2
3
4 Ownership(3)
Hunt Manager
Hunt Developer
100% Interest
(1) Represents InfraREIT public entity, the operating partnership and TDC.
(2) Represents SDTS and subsidiaries.
(3) Represents Hunt Transmission Services, L.L.C. (limited partner of the operating partnership & shareholder of InfraREIT, Inc.)
Conducted business as a REIT since 2010
Board Structure
Management
Related Party
Transactions
Management
Agreement
9 total members, 6 independent
CEO, CFO and GC are officers of InfraREIT and Hunt Manager
Require majority approval by the independent board members
(i.e. ROFO Project acquisitions)
Hunt Manager responsible for day-to-day business and legal
activities of InfraREIT
Annual base fee equal to $13.1 million for April 1, 2015 through
March 31, 2016, and 1.50% of total equity as of the previous year
thereafter
Capped at $30 mm per year
Incentive fee equal to 20% of dividends per share in excess of
the Threshold Distribution Amount (120% of initial dividend)
payable quarterly
2015 Dividend per share: $0.225
Threshold Dividend: $0.270
Governance & Management
17
Lease Mechanics
18
Lease Terms
InfraREIT obligated to fund capex
for Footprint Projects
New assets added to leases
through supplements
Lease renewals apply the same
methodology but are updated for
new rate case information
Approximately 80% - 90% of rent
is a fixed amount – paid monthly
Approximately 10% - 20% of rent
is variable based on a percentage
of Sharyland’s gross revenue less
adjustments – paid quarterly
Lease Objectives
InfraREIT
Rent payments intended to
provide us with approximately 97%
of the projected regulated return
on rate base investment
attributable to our assets
Sharyland
Sharyland recovers O&M costs
and a portion of the return on our
rate base
Building Our Income Statement
19
Lease Revenue
Less: Corporate SG&A
Less: Depreciation
Operating Income
Less: Interest Expense
Less: Income Tax Expense
Net Income
A
B
C
D
E
Approximately 97% of regulated return on rate base
(traditional utility model)
Primarily management fee, public company costs and
professional fees at InfraREIT
PUCT-approved depreciation rates on our assets
InfraREIT consolidated interest expense
As a REIT, corporate taxes applied to net taxable income,
less deduction for dividends paid
A
B
C
D
E
Reg G Reconciliation
20
Schedule 1:
Explanation and Reconciliation of CAD
21
CAD
The Company’s definition of CAD includes a deduction of the portion of capital expenditures needed to maintain its net assets. This
amount is equal to the 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 its net assets. CAD also includes various other adjustments from
net income, as outlined below and described in more detail on Schedule 2 and 3.
The following sets forth a reconciliation of net income (loss) attributable to InfraREIT to CAD:
Three Months Ended
March 31,
(In thousands) 2015 2014
Net (loss) income attributable to InfraREIT, Inc.(1) $ (26,873 ) $ 3,845
Net (loss) income attributable to noncontrolling interest (9,000 ) 1,147
Depreciation 9,508 8,461
FFO (26,365 ) 13,453
Non-cash reorganization structuring fee 44,897 —
Effect of percentage rent(2) 6,464 6,327
Effect of straight-line rent(1) 2,063 436
Amortization of deferred financing cost 912 829
Reorganization expenses 333 —
Non-cash equity compensation 123 —
Other (income) expense, net(3) (626 ) 133
Capital expenditures to maintain net assets (9,508 ) (8,461 )
CAD $ 18,293 $ 12,717
Shares outstanding (mm of shares) 60.6 (4) 45.5 (5)
CAD per share $ 0.30 $ 0.28
Post-IPO CAD payout ratio 74.5% (6) N/A
Schedule 1:
Explanation and Reconciliation of CAD
22
(1) Net (loss) income of InfraREIT reflects the impact of straight-line rents as follows: $(2.1) million and $(0.4) million for the
three months ended March 31, 2015 and 2014, respectively. This impact 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.
(2) Represents the amount of percentage rent owed to the Company related to the first quarter of 2015, which is owed on or
before May 15, 2015, and the amount paid to the Company in May 2014 with respect to the first quarter of 2014. Although
the Company receives percentage rent payments related to the first quarter of 2015, it does not recognize lease revenue
related to these percentage rent payments until its tenant’s annual gross revenues exceed minimum thresholds in the
leases.
(3) Includes allowance for funds used during construction (AFUDC) on equity of $0.5 million for each of the three months
ended March 31, 2015 and 2014.
(4) Calculated based on outstanding shares of 60.6 million as of March 31, 2015, which consists of 43.6 million outstanding
shares of common stock of InfraREIT, Inc. and 17.0 million outstanding OP Units held by the limited partners of the
Operating Partnership as of March 31, 2015. Net (loss) attributable to InfraREIT, Inc. common shareholders per share was
calculated based on 41.2 million weighted average shares outstanding during the first quarter of 2015, which excludes any
OP Units and is calculated on a weighted average basis.
(5) Calculated based on outstanding shares of 45.5 million as of March 31, 2014, which consists of 35.1 million outstanding
shares of common stock of InfraREIT, Inc. and 10.4 million outstanding OP Units held by the limited partners of the
Operating Partnership as of March 31, 2014. Net income attributable to InfraREIT, Inc. common shareholders per share
was calculated based on 35.1 million outstanding during the first quarter of 2014, which excludes any OP Units and is
calculated on a weighted average basis.
(6) Reflects the post-IPO distribution of $8.5 million (based on a pro-rata calculation from the IPO date) divided by the post-
IPO CAD of $11.4 million (based on a pro-rata calculation from the IPO date).
Schedule 2:
Explanation and Reconciliation of EBITDA and Adjusted EBITDA
23
EBITDA and Adjusted EBITDA
InfraREIT defines EBITDA as net income (loss) before any reduction as a result of net income (loss) attributable to noncontrolling
interest and 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) non-cash
reorganization structuring fee, (b) effect of percentage rent, (c) effect of straight-line rent, (d) reorganization expenses, and (e) other
income (expense), net.
The following table sets forth a reconciliation of net income (loss) attributable to InfraREIT to EBITDA and Adjusted EBITDA:
Three Months Ended
March 31,
(In thousands) 2015 2014
Net (loss) income attributable to InfraREIT, Inc.(1) $ (26,873) $ 3,845
Net (loss) income attributable to noncontrolling interest (9,000) 1,147
Interest expense, net 7,422 7,681
Income tax expense 208 158
Depreciation 9,508 8,461
EBITDA (18,735) 21,292
Non-cash reorganization structuring fee 44,897 —
Effect of percentage rent(2) 6,464 6,327
Effect of straight-line rent(1) 2,063 436
Reorganization expenses 333 —
Other (income) expense, net(3) (626) 133
Adjusted EBITDA 34,396 $ 28,188
(1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of CAD
(2) See footnote (2) on Schedule 1 on Explanation and Reconciliation of CAD
(3) See footnote (3) on Schedule 1 on Explanation and Reconciliation of CAD
Schedule 3:
Explanation and Reconciliation of FFO and AFFO
24
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 the press
release and the reconciliation below, results in FFO representing net (loss) income before any reduction as a result of net (loss) income
attributable to noncontrolling interest, 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) non-cash reorganization structuring fee, (b) effect of percentage rent, (c) effect of straight-line rent, (d) reorganization expenses, and (e)
other income (expense), net.
The following table sets forth a reconciliation of net income (loss) attributable to InfraREIT to FFO and AFFO:
Three Months Ended
March 31,
(In thousands) 2015 2014
Net (loss) income attributable to InfraREIT, Inc. (1) $ (26,873) $ 3,845
Net (loss) income attributable to noncontrolling interest (9,000) 1,147
Depreciation 9,508 8,461
FFO (26,365) 13,453
Non-cash reorganization structuring fee 44,897 —
Effect of percentage rent(2) 6,464 6,327
Effect of straight-line rent(1) 2,063 436
Reorganization expenses 333 —
Other (income) expense, net(3) (626) 133
AFFO $ 26,766 $ 20,349
(1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of CAD
(2) See footnote (2) on Schedule 1 on Explanation and Reconciliation of CAD
(3) See footnote (3) on Schedule 1 on Explanation and Reconciliation of CAD