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InfraREIT, Inc.
2016 Full Year Results & Supplemental Information
February 28, 2017
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 identify 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 any forward-looking statements made in connection with this presentation. 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, decisions by regulators or changes in governmental policies or regulations with respect to the Company’s organizational structure, lease
arrangements, capitalization, acquisitions and dispositions of assets, recovery of investments, authorized rate of return and other regulatory parameters; the Company’s
current reliance on its tenant for all of its revenues and, as a result, the Company’s dependence on its tenant’s solvency and financial and operating performance; 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 real estate investment trust (REIT) or
changes in the tax laws applicable to REITs; the amount of available investment to grow the Company’s rate base; 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; cyber breaches, weather conditions or
other natural phenomena; the effects of existing and future tax and other laws and governmental regulations; the termination of the Company’s management agreement or
the loss of the services of the Company’s manager or other qualified personnel; and adverse developments in the electric power industry or in business conditions generally.
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 U.S. 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. Forward-looking statements speak only as of the date made and reaffirmed, 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). InfraREIT’s management uses non-
GAAP measures as important supplemental measures of its operating performance. For example, management uses the cash available for distribution (CAD)
measurement when recommending dividends to its Board of Directors. These non-GAAP measures are also presented 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. 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 earnings per share (EPS) and
management believes its presentation of non-GAAP earnings per share (Non-GAAP EPS) enables a better comparison to other utilities. Management believes it is
appropriate to calculate and provide these measures in order to be responsive to these investors. Including the reporting on these measures in InfraREIT’s public
disclosures also ensures that this information is available to all of InfraREIT’s investors. The presentation of Non-GAAP EPS; CAD; net income (loss) before interest
expense, net, income tax expense, depreciation and amortization (EBITDA); Adjusted EBITDA; funds from operations (FFO); and adjusted FFO (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 Schedules 1-4 to this presentation.
2
Q4 2016 Highlights
 Solid Q4 2016 performance; in line with expectations
 Increase in lease revenue and net income
 $52 million of capital expenditures
 Strong growth fundamentals in Sharyland service territory
 Distribution peak load increased 8.7% and distribution volume grew 6.5% in
2016 vs 2015
 Oil prices have recently stabilized in the low $50s per barrel
 Large number of wind interconnection agreements in the Texas Panhandle
 Hunt projects
 In operation: Cross Valley and Golden Spread Interconnection
 Ongoing discussions regarding generation interconnections, South Plains
Interconnection, LP&L integration into ERCOT, Verde, and Southline
projects
 Amended rate case filed on December 30, 2016
3
System
Peak Load
(MW)
Annual
Change
2011 230
2012 259 12.6%
2013 296 14.3%
2014 341 15.2%
2015 392 15.0%
2016 426 8.7%
230
259
296
341
392
426
0 MW
100 MW
200 MW
300 MW
400 MW
2011 2012 2013 2014 2015 2016
2011-2016 Sharyland System Peak Load
System Coincident Peak Load (MW)
4
System Coincident Peak Load (MW)
Source: Sharyland Utilities
2011-2016 Sharyland Distribution Volume Trends
5
Total Distribution GWh (1)
1,240
1,487
1,823
2,148
2,420
2,579
2011 2012 2013 2014 2015 2016
19.9%
6.5%
22.6%
17.9%
12.7%
(1) Reflects total distribution volumes adjusted for cancel/rebills and normalized weather for 2014-2016. These adjustments netted to a < 1% downward
adjustment to 2016 volumes and a < 1% upward adjustment to 2014 and 2015 volumes.
Sharyland Distribution:
Residential And Industrial Trends
6
(1) Change in net residential customers – end of the period vs. beginning of the period.
(2) Change in KW for Primary and Large Secondary (>10 kW) rate classes
(3) Q1 to Q3 data updated since Q3 presentation
Growth in Residential Customers (1)
Growth in Industrial and Large
Business Customer Demand, KW (2)
Period
% Annual
Growth
2015 6.0%
2016 2.3%
Period
% Growth Over
Prior Year
2015 vs 2014 23.7%
Q1 2016 vs Q1 2015 (3)
16.0%
Q2 2016 vs Q2 2015 (3)
16.9%
Q3 2016 vs Q3 2015 (3)
15.8%
Q4 2016 vs Q4 2015 13.2%
2016 vs 2015 15.5%
1.02
1.19
1.35
1.63
1.87
2.01 2.03 2.07
2011 2012 2013 2014 2015 2016 Q3 16 Q4 16
Millions barrels (bbls) / day (1)
Permian Region Total Oil Production
7
Change in Annual Average
bbls/day 2011-2016
2012 vs. 2011 16.7%
2013 vs. 2012 13.9%
2014 vs. 2013 20.4%
2015 vs. 2014 15.0%
2016 vs. 2015 7.6%
Change in Quarterly
Average bbls/day 2015-2016
Q2 15 vs. Q1 15 5.8%
Q3 15 vs. Q2 15 0.0%
Q4 15 vs. Q3 15 0.2%
Q1 16 vs. Q4 15 2.8%
Q2 16 vs. Q1 16 1.9%
Q3 16 vs. Q2 16 2.1%
Q4 16 vs. Q3 16 1.9%(1) Represents the average bbls/day of the respective time period from the U.S. EIA Monthly Drilling
Productivity Report for the Permian Basin
208 208
1,278
2,672
3,429 3,429 3,429
1,415 1,784
903
4,295
208 MW 208 MW
1,278 MW
2,672 MW
3,429 MW
5,747 MW
9,508 MW
0 MW
2,000 MW
4,000 MW
6,000 MW
8,000 MW
10,000 MW
2012 2013 2014 2015 2016 2017 2018
Cumulative MW Installed IA Signed - Financial Security Posted IA Signed - No Financial Security
Interconnections Agreements For Panhandle Wind
Generation
8
Source: ERCOT – Seasonal Assessment of Resource Adequacy (Winter 2016-2017) and Generation Interconnection Status Report (Jan. 2017)
Pipeline of Hunt Projects
9
Additional U.S. –
Mexico DC Ties
Generation Interconnections
South Plains
Reinforcement
Southline
Transmission
Project
Verde Transmission
Project
Cross Valley
Transmission Line
Golden Spread
Electric
Cooperative (GSEC)
Interconnection
Lubbock Power &
Light Interconnection
Under Development
Operational; Owned by
Sharyland Utilities, L.P.
 PUCT Docket No. 45414; Test Year: 2015
 SDTS rate base in the rate case filing was $1,245 million
 Requested $30 million return on and of deferred regulatory assets
 Complied with requirement for a system-wide tariff and cost based rates for
each customer class
 New rates likely to become effective no earlier than 45 days after rate case
approval
 SDTS requested CCN
 Requested approval of two tariff leases
Rate Request Summary
10
SDTS and Sharyland Combined Rate Request Summary
► Equity 45%
► Debt 55%
► Return on Equity 10%
► Cost of Debt 4.97%
► Rate of Return 7.24%
Q4 2016 Performance Summary
$ millions, except per share amounts
11
Growth in lease revenue in line with expectations
Net Income Attributable to InfraREIT, Inc.
Common Stockholders Per Share
$0.45 $0.46
Q4 2015 Q4 2016
Lease Revenue
$50.9 $55.2
Q4 2015 Q4 2016
+8%
Net Income
$27.5 $27.7
Q4 2015 Q4 2016
+1%
Q4 2016 Performance Summary
$ millions, except per share amounts
12
Mixed Non-GAAP results due to increased interest expense and depreciation
outpacing growth in cash revenue during Q4 2016
Cash Available for Distribution
$19.0
$17.5
Q4 2015 Q4 2016
Non-GAAP EPS
$0.31
$0.28
Q4 2015 Q4 2016
Adjusted EBITDA
$36.6
$38.6
Q4 2015 Q4 2016
+5%
-10% -8%
Full Year 2016 Performance Summary
$ millions, except per share amounts
13
YTD performance of lease revenue and net income in line with expectations
Net Income Attributable to InfraREIT, Inc.
Common Stockholders Per Share
$0.31
$1.14
2015 2016
Lease Revenue
$151.2
$172.1
2015 2016
+14%
Net Income
$19.9
$69.3
2015 2016
Full Year 2016 Performance Summary
$ millions, except per share amounts
14
Increase in Adjusted EBITDA and CAD in line with expectations
Cash Available for Distribution
$72.6 $74.5
2015 2016
Non-GAAP EPS (1)
$1.21 $1.21
2015 2016
Adjusted EBITDA
$138.4
$154.3
2015 2016
+11%
+3%
(1) Non-GAAP EPS for the year ended December 31, 2016 was based on 60.6 million weighted average shares outstanding compared to 59.2 million weighted average shares
outstanding during the same period of 2015.
Debt Obligations and Available Liquidity
$ millions
15
Long-Term Debt (rate / maturity)
Outstanding
As of
December 31, 2016
TDC – Senior Secured Notes (8.50% / December 30, 2020) $ 17.5
SDTS – Senior Secured Notes (5.04% / June 20, 2018) 60.0
SDTS – Senior Secured Notes, Series A (3.86% / December 3, 2025) 400.0
SDTS – Senior Secured Notes, Series B (3.86% / January 14, 2026) 100.0
SDTS – Senior Secured Notes (7.25% / December 30, 2029) 42.6
SDTS – Senior Secured Notes (6.47% / September 30, 2030) 97.4
Total $ 717.5
Liquidity Facilities Amount
Outstanding
As of
December 31, 2016 Available
InfraREIT Partners Revolver $ 75.0 $ — $ 75.0
SDTS Revolver 250.0 137.5 112.5
Total $ 325.0 $ 137.5 $ 187.5
Cash (as of December 31, 2016) 17.6
Total Available Liquidity $ 205.1
Growth and Financing Strategy
16
Focus on
Regulated
T&D
Opportunities
Maintain Strong
Financial Profile
Grow
Dividends
► Sign long-term leases that reflect regulated
rate structure
► Construct Footprint Projects
► Opportunistically acquire T&D assets
► Maintain significant liquidity to support
capex plan and financial flexibility
► Maintain 55% debt to capitalization at
InfraREIT’s regulated subsidiary, SDTS
► Target consolidated credit metrics of 60%
debt to capitalization and 12% AFFO to
debt
2017E - 2019E Footprint Capital Expenditures (1)
$ millions
17
(1) Footprint Projects are transmission or distribution projects primarily situated within our distribution service territory, or that physically hang from our existing transmission assets
or are physically located within one of our existing substations.
Forecast range of $275 million – $500 million for 2017 – 2019.
Significant system upgrades since 2013, particularly in the Stanton (West Texas) area, have
accommodated growth and created capacity for future expansion
2017 2018 2019
Base Distribution $35 - $60 $35 - $60 $20 - $60
Base Transmission $45 - $75 $20 - $50 $5 - $30
Base Footprint
Capex
$80 - $135 $55 - $110 $25 - $90
Synchronous
Condensers &
Second Circuit
$95 - $105 $20 - $40 $0 - $20
Total Footprint
Capex
$175 - $240 $75 - $150 $25 - $110
 Existing leases will be terminated and SDTS and SU will enter into two
new leases based on asset type
 Transmission assets
 Distribution assets
 Leases will be directly regulated and approved by the PUCT as part of
an SDTS tariff
 New leases are designed to continue to comply with the “true lease”
requirement and other tax rules applicable to REITs
 Rent updated through rate cases, TCOS and DCRF filings instead of
annual rent supplements and validations
 New leases will each have four-year terms compared to staggered,
multi-year expirations
Rate Case:
Proposed Lease Changes
18
 Test Year SDTS transmission rate base ($916 million)
 Contains both base and percentage rent
 Approximately 85 percent will be a fixed amount, paid
monthly
 Percentage rent will be paid quarterly and will include a 35
percent percentage rent rate
 Transmission lease payments will be updated for TCOS
filings approved subsequent to the Test Year
Rate Case:
Proposed Transmission Lease
19
 Test Year SDTS distribution rate base ($329 million)
 Contains both base and percentage rent
 Approximately 80 percent will be a fixed amount, paid monthly
 Percentage rent will be paid quarterly and have a two-tier breakpoint
• 15.4% rate between first and second breakpoint
• 39.9% rate above the second breakpoint
 Distribution lease payments will be updated for DCRF filings approved
subsequent to the rate case
 The unregulated owners of SDTS and Sharyland intend to enter into a
transition payment agreement to allocate distribution revenue growth after the
2015 test year
 Expected to be based on a variety of factors, including Sharyland’s distribution
revenue growth and the amount of distribution assets placed in service
 This agreement will not affect ratepayers
Rate Case:
Proposed Distribution Lease
20
Reg G Reconciliation
21
Schedule 1:
Reconciliation of Non-GAAP EPS
Q4 2016 vs. Q4 2015
22
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 initial public offering (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 table set forth a reconciliation of net income attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS for
the three months ended December 31, 2016 and 2015:
($ thousands, except per share amounts)
Q4 2016
Amount Per Share (3)
Q4 2015
Amount Per Share (4)
Net income attributable to InfraREIT, Inc. $ 19,990 $ 0.46 $ 19,806 $ 0.45
Net income attributable to noncontrolling interest 7,749 0.46 7,725 0.45
Net income 27,739 0.46 27,531 0.45
Non-cash reorganization structuring fee — — — —
Reorganization expenses — — — —
Percentage rent adjustment (1) (10,038) (0.17) (9,768) (0.16)
Base rent adjustment (2) (567) (0.01) 1,069 0.02
Non-GAAP net income $ 17,134 $ 0.28 $ 18,832 $ 0.31
Schedule 1:
Reconciliation of Non-GAAP EPS
Full Year 2016 vs. Full Year 2015
23
Non-GAAP EPS
The following table set forth a reconciliation of net income attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS for
the years ended December 31, 2016 and 2015:
($ thousands, except per share amounts)
2016
Amount Per Share (5)
2015
Amount Per Share (6)
Net income attributable to InfraREIT, Inc. $ 49,954 $ 1.14 $ 13,267 $ 0.31
Net income attributable to noncontrolling
interest
19,347 1.14 6,664 0.41
Net income 69,301 1.14 19,931 0.34
Non-cash reorganization structuring fee — — 44,897 0.76
Reorganization expenses — — 333 —
Percentage rent adjustment (1) — — — —
Base rent adjustment (2) 4,035 0.07 6,538 0.11
Non-GAAP net income $ 73,336 $ 1.21 $ 71,699 $ 1.21
Schedule 1:
Reconciliation of Non-GAAP EPS
(1) Represents the difference between the amount of percentage rent payments and the amount 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 these 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 rent becomes due.
(3) The weighted average common shares outstanding during the three months ended December 31, 2016 of 43.7 million was used to
calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units
outstanding during the three months ended December 31, 2016 of 16.9 million was used to calculate the net income attributable to
noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units
outstanding during the three months ended December 31, 2016 of 60.6 million was used for the remainder of the per share
calculations.
(4) The weighted average common shares outstanding during the three months ended December 31, 2015 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 three months ended December 31, 2015 of 17.0 million was used to calculate the net income attributable to
noncontrolling interest per share. The combination of the weighted average shares and redeemable partnership units outstanding
during the three months ended December 31, 2015 of 60.6 million was used for the remainder of the per share calculations.
(5) The weighted average common shares outstanding during the year ended December 31, 2016 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 year ended December 31, 2016 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 year ended
December 31, 2016 of 60.6 million was used for the remainder of the per share calculations.
(6) The weighted average common shares outstanding during the year ended December 31, 2015 of 43.0 million was used to calculate
net loss attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding during the
year ended December 31, 2015 of 16.2 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 during the year ended
December 31, 2015 of 59.2 million was used for the remainder of the per share calculations.
24
Schedule 2:
Explanation and Reconciliation of CAD
Q4 2016 vs. Q4 2015
25
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 table sets forth a reconciliation of net income to CAD for the three months ended December 31, 2016 and 2015:
($ thousands) Q4 2016 Q4 2015
Net income $ 27,739 $ 27,531
Depreciation 12,392 10,773
Non-cash reorganization structuring fee — —
Percentage rent adjustment (1) (10,038) (9,768)
Base rent adjustment (2) (567) 1,069
Amortization of deferred financing costs 1,004 805
Reorganization expenses — —
Non-cash equity compensation 228 185
Other income, net (3) (861) (868)
Capital expenditures to maintain net assets (12,392) (10,773)
CAD $ 17,505 $ 18,954
Schedule 2:
Explanation and Reconciliation of CAD
Full Year 2016 vs. Full Year 2015
26
CAD
The following table sets forth a reconciliation of net income to CAD for the years ended December 31, 2016 and 2015:
($ thousands) 2016 2015
Net income $ 69,301 $ 19,931
Depreciation 46,704 40,211
Non-cash reorganization structuring fee — 44,897
Percentage rent adjustment (1) — —
Base rent adjustment (2) 4,035 6,538
Amortization of deferred financing costs 4,014 3,241
Reorganization expenses — 333
Non-cash equity compensation 978 678
Other income, net (3) (3,781) (3,048)
Capital expenditures to maintain net assets (46,704) (40,211)
CAD $ 74,547 $ 72,570
(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 $0.8 million and $0.9 million for the
three months ended December 31, 2016 and 2015, respectively, and $3.7 million and $3.0 million for the years ended
December 31, 2016 and 2015, respectively.
Schedule 3:
Explanation and Reconciliation of EBITDA and Adjusted EBITDA
Q4 2016 vs. Q4 2015
27
EBITDA and Adjusted EBITDA
InfraREIT defines EBITDA as net income (loss) before interest expense, net; income tax expense; depreciation and amortization.
Adjusted EBITDA is defined as EBITDA adjusted in a manner the Company believes is appropriate to show its core operational
performance, including: (a) adding back the non-cash reorganization structuring fee, (b) a quarterly, not annual, adjustment for the
difference between the amount of percentage rent payments that the Company expects to receive with respect to the applicable
period and the amount of percentage rent the Company recognizes under GAAP during the period, (c) an adjustment for the
difference between the amount of base rent payments that the Company receives with respect to the applicable period and the
amount of straight-line base rent recognized under GAAP, (d) adding back the reorganization expense related to the Company’s
IPO and related reorganization transactions and (e) adjusting for other income (expense), net.
The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA for the three months ended
December 31, 2016 and 2015:
($ thousands) Q4 2016 Q4 2015
Net income $ 27,739 $ 27,531
Interest expense, net 9,644 7,470
Income tax expense 325 374
Depreciation 12,392 10,773
EBITDA 50,100 46,148
Non-cash reorganization structuring fee — —
Percentage rent adjustment (1) (10,038) (9,768)
Base rent adjustment (2) (567) 1,069
Reorganization expenses — —
Other income, net (3) (861) (868)
Adjusted EBITDA $ 38,634 $ 36,581
(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
Schedule 3:
Explanation and Reconciliation of EBITDA and Adjusted EBITDA
Full Year 2016 vs. Full Year 2015
28
EBITDA and Adjusted EBITDA
The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA for the years ended
December 31, 2016 and 2015:
($ thousands) 2016 2015
Net income $ 69,301 $ 19,931
Interest expense, net 36,920 28,554
Income tax expense 1,103 949
Depreciation 46,704 40,211
EBITDA 154,028 89,645
Non-cash reorganization structuring fee — 44,897
Percentage rent adjustment (1) — —
Base rent adjustment (2) 4,035 6,538
Reorganization expenses — 333
Other income, net (3) (3,781) (3,048)
Adjusted EBITDA $ 154,282 $ 138,365
(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
Schedule 4:
Explanation of FFO and AFFO
29
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 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.
Schedule 4:
Reconciliation of FFO and AFFO
Q4 2016 vs. Q4 2015
30
FFO and AFFO
The following table sets forth a reconciliation of net income to FFO and AFFO for the three months ended December 31, 2016 and
2015:
($ thousands) Q4 2016 Q4 2015
Net income $ 27,739 $ 27,531
Depreciation 12,392 10,773
FFO 40,131 38,304
Non-cash reorganization structuring fee — —
Percentage rent adjustment (1) (10,038) (9,768)
Base rent adjustment (2) (567) 1,069
Reorganization expenses — —
Other income, net (3) (861) (868)
AFFO $ 28,665 $ 28,737
(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
Schedule 4:
Reconciliation of FFO and AFFO
Full Year 2016 vs. Full Year 2015
31
FFO and AFFO
The following table sets forth a reconciliation of net income to FFO and AFFO for the years ended December 31, 2016 and 2015:
($ thousands) 2016 2015
Net income $ 69,301 $ 19,831
Depreciation 46,704 40,211
FFO 116,005 60,142
Non-cash reorganization structuring fee — 44,897
Percentage rent adjustment (1) — —
Base rent adjustment (2) 4,035 6,538
Reorganization expenses — 333
Other income, net (3) (3,781) (3,048)
AFFO $ 116,259 $ 108,862
(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
Appendix
32
Attractive Asset Profile
Transmission
► ~70% of our rate base is transmission
► ~815 circuit miles of transmission lines
► Transmission Operations Center
► Railroad DC Tie with Mexico
(300 MW)
Distribution
► ~30% of our rate base is distribution
► ~35,800 circuit miles of overhead
distribution lines
► ~4,700 circuit miles of underground
distribution lines
► ~54,000 electric delivery points
As of December 31, 2016
33
 Summary Procedural Schedule and Timeline
 Amended rate case filing – December 30, 2016
 Hearings – March 29 – April 7, 2017
 Initial briefs to be filed – April 18, 2017
 Reply briefs due – April 28, 2017
 Jurisdictional deadline for Commission’s final order – July 3, 2017
Rate Case:
Key Regulatory Dates
34
Rate Case:
Rate Base
35
($ thousands)
Test Year 2015
SDTS Sharyland Total
Test Year
2012 Change
Plant in service 1,523,740 27,733 1,551,473 437,514 1,113,959
Accumulated depreciation (253,368) (15,042) (268,410) (188,313) (80,097)
Net plant in service 1,270,372 12,691 1,283,063 249,201 1,033,862
Working capital (811) (2,660) (3,471) 972 (4,443)
Accumulated deferred
federal income tax (ADFIT)
(90,992) 7,231 (83,761) (11,507) (72,254)
Materials and supplies 7,129 — 7,129 2,344 4,785
Prepayments — 1,067 1,067 89 978
Plant acquisition adjustment 28,970 — 28,970 — 28,970
Regulatory assets 30,000 (1,255) 28,745 55,654 (26,909)
Total Rate Base 1,244,668 17,074 1,261,742 296,753 964,989
Rate Case:
Revenue Requirement
36
($ thousands)
Test Year 2015
SDTS Sharyland Total
Operating & maintenance expense 6,488 75,748 82,236
Depreciation, amortization & other expenses 43,246 1,991 45,237
Taxes other than federal income tax — 19,964 19,964
Federal income tax 30,159 (301) 29,858
Return on rate base 90,114 1,236 91,350
Total cost of service 170,007 98,638 268,645
Other revenues (3) (974) (977)
Transition to competition — (479) (479)
Revenues recovered in Docket 21591 deferral rider (3,000) — (3,000)
Account 565 revenue — (15,390) (15,390)
Total Adjusted Revenue Requirement 167,004 81,795 248,799
 Long-term investments in rate base
 Supported significant distribution load growth of
approximately 13 percent per year over the past five years
(through 2016), primarily due to increased oil and gas
exploration and production activity throughout the West Texas
region
 Improved long-term reliability by investing over $300 million in
transmission and distribution infrastructure outside of the
Texas Panhandle over the last three years (through 2015)
 Expanded access for wind farms in the Texas Panhandle to
provide clean, cost-effective electricity for Texas customers
Rate Case:
Customer Benefits
37
Rate Case:
Change in Sharyland’s Customer Rates (including riders)
38
(Average $/month) Current Proposed % Current Proposed %
Residential $ 112.79 $ 112.14 -0.6% $ 57.23 $ 112.14 95.9%
Secondary <= 10kW 67.66 58.65 -13.3% 114.20 58.65 -48.6%
Secondary > 10kW 322.31 273.23 -15.2% 296.70 273.23 -7.9%
Primary 25,800.30 28,963.80 12.3% N/A N/A N/A
Customer Class
Stanton, Brady, Celeste
(~51,000 Customers)
McAllen
(~3,000 Customers)
Total Permian Basin –
Average Weekly Rig Count
Period Avg. # of Rigs
2012 499
2013 466
2014 539
2015 Q1 399
2015 Q2 243
2015 Q3 248
2015 Q4 224
2016 Q1 177
2016 Q2 140
2016 Q3 184
2016 Q4 230
Rig Count Trends In West Texas
39
Counties in Sharyland Service
Territory – Average Weekly
Rig Count
Period Avg. # of Rigs
2012 294
2013 266
2014 300
2015 Q1 195
2015 Q2 127
2015 Q3 128
2015 Q4 115
2016 Q1 85
2016 Q2 70
2016 Q3 93
2016 Q4 113
Source: Baker Hughes, North American Rotary Rig Count
Permian Basin Rig Deployment By County
40
Source: Baker Hughes, North American Rotary Rig Count
As of 9/30/2016
(1) (17) (11) (1) (3)
(0) (1) (2) (1)
(2) (31) (10) (1)
(0)(2)(7)(11)
To be updated
with 12/30/16 and/or
2/10/17 information
As of 2/10/2017
(8) (20) (16) (1) (2)
(1) (2) (4) (1)
(3) (40) (12)
(3)(9)(15)
(1)
Hunt Projects (1)
As of February 28, 2017
41
Project State Net Plant
Golden Spread TX ~ $90 mm
Cross Valley TX ~ $170 mm
Project State Status
Generation Interconnections TX Development
Nogales – DC Tie AZ Development
Southline AZ – NM Development
South Plains / LP&L Integration TX Development
Verde NM Development
Construction or Development Projects
Assets in Operation
(1) InfraREIT holds a right of first offer applicable to many, but not all, of Hunt’s development projects. However, Hunt has informed InfraREIT
that it intends for InfraREIT to be the primary owner of its transmission and distribution development projects as they are completed and
placed in service.
SDTS (2)
Structure Mechanics
42
 SDTS owns our T&D
assets and leases them
to Sharyland
 Sharyland collects rate-
regulated revenue from
other utilities and retail
electric providers
 Sharyland makes regular
lease payments to SDTS
 InfraREIT pays dividends
to stockholders
1
2
3
4
Shareholders
InfraREIT (1)
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, Inc., InfraREIT Partners, LP (Operating Partnership) and Transmission and Distribution Company, L.L.C. (TDC)
(2) Represents Sharyland Distribution & Transmission Services, L.L.C. (SDTS)
(3) Represents Hunt Transmission Services, L.L.C. (limited partner of the Operating Partnership, shareholder of InfraREIT and Hunt Developer)
Conducted business as a REIT since 2010
Hunt
Consolidated,
Inc.
Board Structure
Management
Related Party
Transactions
Management
Agreement
 9 total members, 6 independent
 CEO, CFO and General Counsel are officers of InfraREIT and Hunt
Manager; InfraREIT’s CEO is also CEO of Sharyland
 Require majority approval by the independent board members (i.e.
Hunt project acquisitions)
 Responsible for the day-to-day business and legal activities of
InfraREIT
 Annual base fee equal to $14.2 million for April 1, 2017 through March
31, 2018 representing 1.50% of total book equity as of year-end 2016
 Capped at $30 million per year
 Incentive fee equal to 20% of quarterly dividends per share in excess
of the threshold distribution amount payable quarterly
 2017 dividend per share: $0.25
 Threshold dividend: $0.27
Governance and Management
43

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4 q2016 earnings_ppt_final

  • 1. InfraREIT, Inc. 2016 Full Year Results & Supplemental Information February 28, 2017
  • 2. 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 identify 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 any forward-looking statements made in connection with this presentation. 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, decisions by regulators or changes in governmental policies or regulations with respect to the Company’s organizational structure, lease arrangements, capitalization, acquisitions and dispositions of assets, recovery of investments, authorized rate of return and other regulatory parameters; the Company’s current reliance on its tenant for all of its revenues and, as a result, the Company’s dependence on its tenant’s solvency and financial and operating performance; 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 real estate investment trust (REIT) or changes in the tax laws applicable to REITs; the amount of available investment to grow the Company’s rate base; 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; cyber breaches, weather conditions or other natural phenomena; the effects of existing and future tax and other laws and governmental regulations; the termination of the Company’s management agreement or the loss of the services of the Company’s manager or other qualified personnel; and adverse developments in the electric power industry or in business conditions generally. 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 U.S. 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. Forward-looking statements speak only as of the date made and reaffirmed, 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). InfraREIT’s management uses non- GAAP measures as important supplemental measures of its operating performance. For example, management uses the cash available for distribution (CAD) measurement when recommending dividends to its Board of Directors. These non-GAAP measures are also presented 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. 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 earnings per share (EPS) and management believes its presentation of non-GAAP earnings per share (Non-GAAP EPS) enables a better comparison to other utilities. Management believes it is appropriate to calculate and provide these measures in order to be responsive to these investors. Including the reporting on these measures in InfraREIT’s public disclosures also ensures that this information is available to all of InfraREIT’s investors. The presentation of Non-GAAP EPS; CAD; net income (loss) before interest expense, net, income tax expense, depreciation and amortization (EBITDA); Adjusted EBITDA; funds from operations (FFO); and adjusted FFO (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 Schedules 1-4 to this presentation. 2
  • 3. Q4 2016 Highlights  Solid Q4 2016 performance; in line with expectations  Increase in lease revenue and net income  $52 million of capital expenditures  Strong growth fundamentals in Sharyland service territory  Distribution peak load increased 8.7% and distribution volume grew 6.5% in 2016 vs 2015  Oil prices have recently stabilized in the low $50s per barrel  Large number of wind interconnection agreements in the Texas Panhandle  Hunt projects  In operation: Cross Valley and Golden Spread Interconnection  Ongoing discussions regarding generation interconnections, South Plains Interconnection, LP&L integration into ERCOT, Verde, and Southline projects  Amended rate case filed on December 30, 2016 3
  • 4. System Peak Load (MW) Annual Change 2011 230 2012 259 12.6% 2013 296 14.3% 2014 341 15.2% 2015 392 15.0% 2016 426 8.7% 230 259 296 341 392 426 0 MW 100 MW 200 MW 300 MW 400 MW 2011 2012 2013 2014 2015 2016 2011-2016 Sharyland System Peak Load System Coincident Peak Load (MW) 4 System Coincident Peak Load (MW) Source: Sharyland Utilities
  • 5. 2011-2016 Sharyland Distribution Volume Trends 5 Total Distribution GWh (1) 1,240 1,487 1,823 2,148 2,420 2,579 2011 2012 2013 2014 2015 2016 19.9% 6.5% 22.6% 17.9% 12.7% (1) Reflects total distribution volumes adjusted for cancel/rebills and normalized weather for 2014-2016. These adjustments netted to a < 1% downward adjustment to 2016 volumes and a < 1% upward adjustment to 2014 and 2015 volumes.
  • 6. Sharyland Distribution: Residential And Industrial Trends 6 (1) Change in net residential customers – end of the period vs. beginning of the period. (2) Change in KW for Primary and Large Secondary (>10 kW) rate classes (3) Q1 to Q3 data updated since Q3 presentation Growth in Residential Customers (1) Growth in Industrial and Large Business Customer Demand, KW (2) Period % Annual Growth 2015 6.0% 2016 2.3% Period % Growth Over Prior Year 2015 vs 2014 23.7% Q1 2016 vs Q1 2015 (3) 16.0% Q2 2016 vs Q2 2015 (3) 16.9% Q3 2016 vs Q3 2015 (3) 15.8% Q4 2016 vs Q4 2015 13.2% 2016 vs 2015 15.5%
  • 7. 1.02 1.19 1.35 1.63 1.87 2.01 2.03 2.07 2011 2012 2013 2014 2015 2016 Q3 16 Q4 16 Millions barrels (bbls) / day (1) Permian Region Total Oil Production 7 Change in Annual Average bbls/day 2011-2016 2012 vs. 2011 16.7% 2013 vs. 2012 13.9% 2014 vs. 2013 20.4% 2015 vs. 2014 15.0% 2016 vs. 2015 7.6% Change in Quarterly Average bbls/day 2015-2016 Q2 15 vs. Q1 15 5.8% Q3 15 vs. Q2 15 0.0% Q4 15 vs. Q3 15 0.2% Q1 16 vs. Q4 15 2.8% Q2 16 vs. Q1 16 1.9% Q3 16 vs. Q2 16 2.1% Q4 16 vs. Q3 16 1.9%(1) Represents the average bbls/day of the respective time period from the U.S. EIA Monthly Drilling Productivity Report for the Permian Basin
  • 8. 208 208 1,278 2,672 3,429 3,429 3,429 1,415 1,784 903 4,295 208 MW 208 MW 1,278 MW 2,672 MW 3,429 MW 5,747 MW 9,508 MW 0 MW 2,000 MW 4,000 MW 6,000 MW 8,000 MW 10,000 MW 2012 2013 2014 2015 2016 2017 2018 Cumulative MW Installed IA Signed - Financial Security Posted IA Signed - No Financial Security Interconnections Agreements For Panhandle Wind Generation 8 Source: ERCOT – Seasonal Assessment of Resource Adequacy (Winter 2016-2017) and Generation Interconnection Status Report (Jan. 2017)
  • 9. Pipeline of Hunt Projects 9 Additional U.S. – Mexico DC Ties Generation Interconnections South Plains Reinforcement Southline Transmission Project Verde Transmission Project Cross Valley Transmission Line Golden Spread Electric Cooperative (GSEC) Interconnection Lubbock Power & Light Interconnection Under Development Operational; Owned by Sharyland Utilities, L.P.
  • 10.  PUCT Docket No. 45414; Test Year: 2015  SDTS rate base in the rate case filing was $1,245 million  Requested $30 million return on and of deferred regulatory assets  Complied with requirement for a system-wide tariff and cost based rates for each customer class  New rates likely to become effective no earlier than 45 days after rate case approval  SDTS requested CCN  Requested approval of two tariff leases Rate Request Summary 10 SDTS and Sharyland Combined Rate Request Summary ► Equity 45% ► Debt 55% ► Return on Equity 10% ► Cost of Debt 4.97% ► Rate of Return 7.24%
  • 11. Q4 2016 Performance Summary $ millions, except per share amounts 11 Growth in lease revenue in line with expectations Net Income Attributable to InfraREIT, Inc. Common Stockholders Per Share $0.45 $0.46 Q4 2015 Q4 2016 Lease Revenue $50.9 $55.2 Q4 2015 Q4 2016 +8% Net Income $27.5 $27.7 Q4 2015 Q4 2016 +1%
  • 12. Q4 2016 Performance Summary $ millions, except per share amounts 12 Mixed Non-GAAP results due to increased interest expense and depreciation outpacing growth in cash revenue during Q4 2016 Cash Available for Distribution $19.0 $17.5 Q4 2015 Q4 2016 Non-GAAP EPS $0.31 $0.28 Q4 2015 Q4 2016 Adjusted EBITDA $36.6 $38.6 Q4 2015 Q4 2016 +5% -10% -8%
  • 13. Full Year 2016 Performance Summary $ millions, except per share amounts 13 YTD performance of lease revenue and net income in line with expectations Net Income Attributable to InfraREIT, Inc. Common Stockholders Per Share $0.31 $1.14 2015 2016 Lease Revenue $151.2 $172.1 2015 2016 +14% Net Income $19.9 $69.3 2015 2016
  • 14. Full Year 2016 Performance Summary $ millions, except per share amounts 14 Increase in Adjusted EBITDA and CAD in line with expectations Cash Available for Distribution $72.6 $74.5 2015 2016 Non-GAAP EPS (1) $1.21 $1.21 2015 2016 Adjusted EBITDA $138.4 $154.3 2015 2016 +11% +3% (1) Non-GAAP EPS for the year ended December 31, 2016 was based on 60.6 million weighted average shares outstanding compared to 59.2 million weighted average shares outstanding during the same period of 2015.
  • 15. Debt Obligations and Available Liquidity $ millions 15 Long-Term Debt (rate / maturity) Outstanding As of December 31, 2016 TDC – Senior Secured Notes (8.50% / December 30, 2020) $ 17.5 SDTS – Senior Secured Notes (5.04% / June 20, 2018) 60.0 SDTS – Senior Secured Notes, Series A (3.86% / December 3, 2025) 400.0 SDTS – Senior Secured Notes, Series B (3.86% / January 14, 2026) 100.0 SDTS – Senior Secured Notes (7.25% / December 30, 2029) 42.6 SDTS – Senior Secured Notes (6.47% / September 30, 2030) 97.4 Total $ 717.5 Liquidity Facilities Amount Outstanding As of December 31, 2016 Available InfraREIT Partners Revolver $ 75.0 $ — $ 75.0 SDTS Revolver 250.0 137.5 112.5 Total $ 325.0 $ 137.5 $ 187.5 Cash (as of December 31, 2016) 17.6 Total Available Liquidity $ 205.1
  • 16. Growth and Financing Strategy 16 Focus on Regulated T&D Opportunities Maintain Strong Financial Profile Grow Dividends ► Sign long-term leases that reflect regulated rate structure ► Construct Footprint Projects ► Opportunistically acquire T&D assets ► Maintain significant liquidity to support capex plan and financial flexibility ► Maintain 55% debt to capitalization at InfraREIT’s regulated subsidiary, SDTS ► Target consolidated credit metrics of 60% debt to capitalization and 12% AFFO to debt
  • 17. 2017E - 2019E Footprint Capital Expenditures (1) $ millions 17 (1) Footprint Projects are transmission or distribution projects primarily situated within our distribution service territory, or that physically hang from our existing transmission assets or are physically located within one of our existing substations. Forecast range of $275 million – $500 million for 2017 – 2019. Significant system upgrades since 2013, particularly in the Stanton (West Texas) area, have accommodated growth and created capacity for future expansion 2017 2018 2019 Base Distribution $35 - $60 $35 - $60 $20 - $60 Base Transmission $45 - $75 $20 - $50 $5 - $30 Base Footprint Capex $80 - $135 $55 - $110 $25 - $90 Synchronous Condensers & Second Circuit $95 - $105 $20 - $40 $0 - $20 Total Footprint Capex $175 - $240 $75 - $150 $25 - $110
  • 18.  Existing leases will be terminated and SDTS and SU will enter into two new leases based on asset type  Transmission assets  Distribution assets  Leases will be directly regulated and approved by the PUCT as part of an SDTS tariff  New leases are designed to continue to comply with the “true lease” requirement and other tax rules applicable to REITs  Rent updated through rate cases, TCOS and DCRF filings instead of annual rent supplements and validations  New leases will each have four-year terms compared to staggered, multi-year expirations Rate Case: Proposed Lease Changes 18
  • 19.  Test Year SDTS transmission rate base ($916 million)  Contains both base and percentage rent  Approximately 85 percent will be a fixed amount, paid monthly  Percentage rent will be paid quarterly and will include a 35 percent percentage rent rate  Transmission lease payments will be updated for TCOS filings approved subsequent to the Test Year Rate Case: Proposed Transmission Lease 19
  • 20.  Test Year SDTS distribution rate base ($329 million)  Contains both base and percentage rent  Approximately 80 percent will be a fixed amount, paid monthly  Percentage rent will be paid quarterly and have a two-tier breakpoint • 15.4% rate between first and second breakpoint • 39.9% rate above the second breakpoint  Distribution lease payments will be updated for DCRF filings approved subsequent to the rate case  The unregulated owners of SDTS and Sharyland intend to enter into a transition payment agreement to allocate distribution revenue growth after the 2015 test year  Expected to be based on a variety of factors, including Sharyland’s distribution revenue growth and the amount of distribution assets placed in service  This agreement will not affect ratepayers Rate Case: Proposed Distribution Lease 20
  • 22. Schedule 1: Reconciliation of Non-GAAP EPS Q4 2016 vs. Q4 2015 22 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 initial public offering (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 table set forth a reconciliation of net income attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS for the three months ended December 31, 2016 and 2015: ($ thousands, except per share amounts) Q4 2016 Amount Per Share (3) Q4 2015 Amount Per Share (4) Net income attributable to InfraREIT, Inc. $ 19,990 $ 0.46 $ 19,806 $ 0.45 Net income attributable to noncontrolling interest 7,749 0.46 7,725 0.45 Net income 27,739 0.46 27,531 0.45 Non-cash reorganization structuring fee — — — — Reorganization expenses — — — — Percentage rent adjustment (1) (10,038) (0.17) (9,768) (0.16) Base rent adjustment (2) (567) (0.01) 1,069 0.02 Non-GAAP net income $ 17,134 $ 0.28 $ 18,832 $ 0.31
  • 23. Schedule 1: Reconciliation of Non-GAAP EPS Full Year 2016 vs. Full Year 2015 23 Non-GAAP EPS The following table set forth a reconciliation of net income attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS for the years ended December 31, 2016 and 2015: ($ thousands, except per share amounts) 2016 Amount Per Share (5) 2015 Amount Per Share (6) Net income attributable to InfraREIT, Inc. $ 49,954 $ 1.14 $ 13,267 $ 0.31 Net income attributable to noncontrolling interest 19,347 1.14 6,664 0.41 Net income 69,301 1.14 19,931 0.34 Non-cash reorganization structuring fee — — 44,897 0.76 Reorganization expenses — — 333 — Percentage rent adjustment (1) — — — — Base rent adjustment (2) 4,035 0.07 6,538 0.11 Non-GAAP net income $ 73,336 $ 1.21 $ 71,699 $ 1.21
  • 24. Schedule 1: Reconciliation of Non-GAAP EPS (1) Represents the difference between the amount of percentage rent payments and the amount 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 these 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 rent becomes due. (3) The weighted average common shares outstanding during the three months ended December 31, 2016 of 43.7 million was used to calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding during the three months ended December 31, 2016 of 16.9 million was used to calculate the net income attributable to noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units outstanding during the three months ended December 31, 2016 of 60.6 million was used for the remainder of the per share calculations. (4) The weighted average common shares outstanding during the three months ended December 31, 2015 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 three months ended December 31, 2015 of 17.0 million was used to calculate the net income attributable to noncontrolling interest per share. The combination of the weighted average shares and redeemable partnership units outstanding during the three months ended December 31, 2015 of 60.6 million was used for the remainder of the per share calculations. (5) The weighted average common shares outstanding during the year ended December 31, 2016 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 year ended December 31, 2016 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 year ended December 31, 2016 of 60.6 million was used for the remainder of the per share calculations. (6) The weighted average common shares outstanding during the year ended December 31, 2015 of 43.0 million was used to calculate net loss attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding during the year ended December 31, 2015 of 16.2 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 during the year ended December 31, 2015 of 59.2 million was used for the remainder of the per share calculations. 24
  • 25. Schedule 2: Explanation and Reconciliation of CAD Q4 2016 vs. Q4 2015 25 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 table sets forth a reconciliation of net income to CAD for the three months ended December 31, 2016 and 2015: ($ thousands) Q4 2016 Q4 2015 Net income $ 27,739 $ 27,531 Depreciation 12,392 10,773 Non-cash reorganization structuring fee — — Percentage rent adjustment (1) (10,038) (9,768) Base rent adjustment (2) (567) 1,069 Amortization of deferred financing costs 1,004 805 Reorganization expenses — — Non-cash equity compensation 228 185 Other income, net (3) (861) (868) Capital expenditures to maintain net assets (12,392) (10,773) CAD $ 17,505 $ 18,954
  • 26. Schedule 2: Explanation and Reconciliation of CAD Full Year 2016 vs. Full Year 2015 26 CAD The following table sets forth a reconciliation of net income to CAD for the years ended December 31, 2016 and 2015: ($ thousands) 2016 2015 Net income $ 69,301 $ 19,931 Depreciation 46,704 40,211 Non-cash reorganization structuring fee — 44,897 Percentage rent adjustment (1) — — Base rent adjustment (2) 4,035 6,538 Amortization of deferred financing costs 4,014 3,241 Reorganization expenses — 333 Non-cash equity compensation 978 678 Other income, net (3) (3,781) (3,048) Capital expenditures to maintain net assets (46,704) (40,211) CAD $ 74,547 $ 72,570 (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 $0.8 million and $0.9 million for the three months ended December 31, 2016 and 2015, respectively, and $3.7 million and $3.0 million for the years ended December 31, 2016 and 2015, respectively.
  • 27. Schedule 3: Explanation and Reconciliation of EBITDA and Adjusted EBITDA Q4 2016 vs. Q4 2015 27 EBITDA and Adjusted EBITDA InfraREIT defines EBITDA as net income (loss) before interest expense, net; income tax expense; depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted in a manner the Company believes is appropriate to show its core operational performance, including: (a) adding back the non-cash reorganization structuring fee, (b) a quarterly, not annual, adjustment for the difference between the amount of percentage rent payments that the Company expects to receive with respect to the applicable period and the amount of percentage rent the Company recognizes under GAAP during the period, (c) an adjustment for the difference between the amount of base rent payments that the Company receives with respect to the applicable period and the amount of straight-line base rent recognized under GAAP, (d) adding back the reorganization expense related to the Company’s IPO and related reorganization transactions and (e) adjusting for other income (expense), net. The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA for the three months ended December 31, 2016 and 2015: ($ thousands) Q4 2016 Q4 2015 Net income $ 27,739 $ 27,531 Interest expense, net 9,644 7,470 Income tax expense 325 374 Depreciation 12,392 10,773 EBITDA 50,100 46,148 Non-cash reorganization structuring fee — — Percentage rent adjustment (1) (10,038) (9,768) Base rent adjustment (2) (567) 1,069 Reorganization expenses — — Other income, net (3) (861) (868) Adjusted EBITDA $ 38,634 $ 36,581 (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
  • 28. Schedule 3: Explanation and Reconciliation of EBITDA and Adjusted EBITDA Full Year 2016 vs. Full Year 2015 28 EBITDA and Adjusted EBITDA The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2016 and 2015: ($ thousands) 2016 2015 Net income $ 69,301 $ 19,931 Interest expense, net 36,920 28,554 Income tax expense 1,103 949 Depreciation 46,704 40,211 EBITDA 154,028 89,645 Non-cash reorganization structuring fee — 44,897 Percentage rent adjustment (1) — — Base rent adjustment (2) 4,035 6,538 Reorganization expenses — 333 Other income, net (3) (3,781) (3,048) Adjusted EBITDA $ 154,282 $ 138,365 (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
  • 29. Schedule 4: Explanation of FFO and AFFO 29 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 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.
  • 30. Schedule 4: Reconciliation of FFO and AFFO Q4 2016 vs. Q4 2015 30 FFO and AFFO The following table sets forth a reconciliation of net income to FFO and AFFO for the three months ended December 31, 2016 and 2015: ($ thousands) Q4 2016 Q4 2015 Net income $ 27,739 $ 27,531 Depreciation 12,392 10,773 FFO 40,131 38,304 Non-cash reorganization structuring fee — — Percentage rent adjustment (1) (10,038) (9,768) Base rent adjustment (2) (567) 1,069 Reorganization expenses — — Other income, net (3) (861) (868) AFFO $ 28,665 $ 28,737 (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
  • 31. Schedule 4: Reconciliation of FFO and AFFO Full Year 2016 vs. Full Year 2015 31 FFO and AFFO The following table sets forth a reconciliation of net income to FFO and AFFO for the years ended December 31, 2016 and 2015: ($ thousands) 2016 2015 Net income $ 69,301 $ 19,831 Depreciation 46,704 40,211 FFO 116,005 60,142 Non-cash reorganization structuring fee — 44,897 Percentage rent adjustment (1) — — Base rent adjustment (2) 4,035 6,538 Reorganization expenses — 333 Other income, net (3) (3,781) (3,048) AFFO $ 116,259 $ 108,862 (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
  • 33. Attractive Asset Profile Transmission ► ~70% of our rate base is transmission ► ~815 circuit miles of transmission lines ► Transmission Operations Center ► Railroad DC Tie with Mexico (300 MW) Distribution ► ~30% of our rate base is distribution ► ~35,800 circuit miles of overhead distribution lines ► ~4,700 circuit miles of underground distribution lines ► ~54,000 electric delivery points As of December 31, 2016 33
  • 34.  Summary Procedural Schedule and Timeline  Amended rate case filing – December 30, 2016  Hearings – March 29 – April 7, 2017  Initial briefs to be filed – April 18, 2017  Reply briefs due – April 28, 2017  Jurisdictional deadline for Commission’s final order – July 3, 2017 Rate Case: Key Regulatory Dates 34
  • 35. Rate Case: Rate Base 35 ($ thousands) Test Year 2015 SDTS Sharyland Total Test Year 2012 Change Plant in service 1,523,740 27,733 1,551,473 437,514 1,113,959 Accumulated depreciation (253,368) (15,042) (268,410) (188,313) (80,097) Net plant in service 1,270,372 12,691 1,283,063 249,201 1,033,862 Working capital (811) (2,660) (3,471) 972 (4,443) Accumulated deferred federal income tax (ADFIT) (90,992) 7,231 (83,761) (11,507) (72,254) Materials and supplies 7,129 — 7,129 2,344 4,785 Prepayments — 1,067 1,067 89 978 Plant acquisition adjustment 28,970 — 28,970 — 28,970 Regulatory assets 30,000 (1,255) 28,745 55,654 (26,909) Total Rate Base 1,244,668 17,074 1,261,742 296,753 964,989
  • 36. Rate Case: Revenue Requirement 36 ($ thousands) Test Year 2015 SDTS Sharyland Total Operating & maintenance expense 6,488 75,748 82,236 Depreciation, amortization & other expenses 43,246 1,991 45,237 Taxes other than federal income tax — 19,964 19,964 Federal income tax 30,159 (301) 29,858 Return on rate base 90,114 1,236 91,350 Total cost of service 170,007 98,638 268,645 Other revenues (3) (974) (977) Transition to competition — (479) (479) Revenues recovered in Docket 21591 deferral rider (3,000) — (3,000) Account 565 revenue — (15,390) (15,390) Total Adjusted Revenue Requirement 167,004 81,795 248,799
  • 37.  Long-term investments in rate base  Supported significant distribution load growth of approximately 13 percent per year over the past five years (through 2016), primarily due to increased oil and gas exploration and production activity throughout the West Texas region  Improved long-term reliability by investing over $300 million in transmission and distribution infrastructure outside of the Texas Panhandle over the last three years (through 2015)  Expanded access for wind farms in the Texas Panhandle to provide clean, cost-effective electricity for Texas customers Rate Case: Customer Benefits 37
  • 38. Rate Case: Change in Sharyland’s Customer Rates (including riders) 38 (Average $/month) Current Proposed % Current Proposed % Residential $ 112.79 $ 112.14 -0.6% $ 57.23 $ 112.14 95.9% Secondary <= 10kW 67.66 58.65 -13.3% 114.20 58.65 -48.6% Secondary > 10kW 322.31 273.23 -15.2% 296.70 273.23 -7.9% Primary 25,800.30 28,963.80 12.3% N/A N/A N/A Customer Class Stanton, Brady, Celeste (~51,000 Customers) McAllen (~3,000 Customers)
  • 39. Total Permian Basin – Average Weekly Rig Count Period Avg. # of Rigs 2012 499 2013 466 2014 539 2015 Q1 399 2015 Q2 243 2015 Q3 248 2015 Q4 224 2016 Q1 177 2016 Q2 140 2016 Q3 184 2016 Q4 230 Rig Count Trends In West Texas 39 Counties in Sharyland Service Territory – Average Weekly Rig Count Period Avg. # of Rigs 2012 294 2013 266 2014 300 2015 Q1 195 2015 Q2 127 2015 Q3 128 2015 Q4 115 2016 Q1 85 2016 Q2 70 2016 Q3 93 2016 Q4 113 Source: Baker Hughes, North American Rotary Rig Count
  • 40. Permian Basin Rig Deployment By County 40 Source: Baker Hughes, North American Rotary Rig Count As of 9/30/2016 (1) (17) (11) (1) (3) (0) (1) (2) (1) (2) (31) (10) (1) (0)(2)(7)(11) To be updated with 12/30/16 and/or 2/10/17 information As of 2/10/2017 (8) (20) (16) (1) (2) (1) (2) (4) (1) (3) (40) (12) (3)(9)(15) (1)
  • 41. Hunt Projects (1) As of February 28, 2017 41 Project State Net Plant Golden Spread TX ~ $90 mm Cross Valley TX ~ $170 mm Project State Status Generation Interconnections TX Development Nogales – DC Tie AZ Development Southline AZ – NM Development South Plains / LP&L Integration TX Development Verde NM Development Construction or Development Projects Assets in Operation (1) InfraREIT holds a right of first offer applicable to many, but not all, of Hunt’s development projects. However, Hunt has informed InfraREIT that it intends for InfraREIT to be the primary owner of its transmission and distribution development projects as they are completed and placed in service.
  • 42. SDTS (2) Structure Mechanics 42  SDTS owns our T&D assets and leases them to Sharyland  Sharyland collects rate- regulated revenue from other utilities and retail electric providers  Sharyland makes regular lease payments to SDTS  InfraREIT pays dividends to stockholders 1 2 3 4 Shareholders InfraREIT (1) 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, Inc., InfraREIT Partners, LP (Operating Partnership) and Transmission and Distribution Company, L.L.C. (TDC) (2) Represents Sharyland Distribution & Transmission Services, L.L.C. (SDTS) (3) Represents Hunt Transmission Services, L.L.C. (limited partner of the Operating Partnership, shareholder of InfraREIT and Hunt Developer) Conducted business as a REIT since 2010 Hunt Consolidated, Inc.
  • 43. Board Structure Management Related Party Transactions Management Agreement  9 total members, 6 independent  CEO, CFO and General Counsel are officers of InfraREIT and Hunt Manager; InfraREIT’s CEO is also CEO of Sharyland  Require majority approval by the independent board members (i.e. Hunt project acquisitions)  Responsible for the day-to-day business and legal activities of InfraREIT  Annual base fee equal to $14.2 million for April 1, 2017 through March 31, 2018 representing 1.50% of total book equity as of year-end 2016  Capped at $30 million per year  Incentive fee equal to 20% of quarterly dividends per share in excess of the threshold distribution amount payable quarterly  2017 dividend per share: $0.25  Threshold dividend: $0.27 Governance and Management 43