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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 23, 2024

 

 

Avangrid, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

New York   001-37660   14-1798693

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

 

180 Marsh Hill Road

Orange, Connecticut

    06477
(Address of principal executive offices)     (Zip Code)

(207) 629-1190

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock   AGR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On April 23, 2024, Avangrid, Inc. (the “Corporation”) issued and posted a news release to its website (www.avangrid.com) announcing its financial results for the three-month period ended March 31, 2024. A copy of the Corporation’s press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.
   Description
99.1    News Release dated April 23, 2024
104    Cover page Interactive Data File (embedded within the Inline XBRL document)

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AVANGRID, INC.
By:  

/s/ Justin Lagasse

Name:   Justin Lagasse
Title:   Senior Vice President – Chief Financial Officer and Controller

Dated: April 23, 2024

 

3

EX-99.1 2 d828613dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

OR IMMEDIATE RELEASE    LOGO

Contacts:

Analysts: Charlotte Ancel, Charlotte.Ancel@Avangrid.com, 203-997-7366

Media: Leo Rosales, Leo.Rosales@Avangrid.com, 518-419-2401

AVANGRID REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS

 

   

Delivered earnings of $0.91 per share and adjusted earnings of $0.88 per share, +43% & +38% year-over-year, respectively

 

   

Executing on multi-year rate plans in New York and Maine

 

   

Submitted multiple proposals into the recent tri-state offshore wind solicitation

 

   

Executed 251 MW onshore wind PPAs year-to-date and signed PPA for an existing 300 MW wind farm

 

   

Recognized by Forbes as one of the 2024 Best Employers for Diversity and recognized for job quality performance by JUST Capital

 

   

Affirming 2024 Earnings and Adjusted Earnings Outlook of $2.17-$2.32 per share

Orange, CT – April 23, 2024 – Today Avangrid, Inc. (NYSE: AGR), a leading sustainable energy company, and a member of the group of companies controlled by Iberdrola, S.A., reported consolidated U.S. GAAP net income of $351 million, or $0.91 per share, for the first quarter ended March 31, 2024, compared to $245 million, or $0.63 per share, for the first quarter ended March 31, 2023.

“The first quarter financial results were in-line with our plan,” said Pedro Azagra, chief executive officer of Avangrid. “We continue to successfully execute on our multi-year rate plans in both New York and Maine. During the first quarter, we powered up the first-in-the-nation Vineyard Wind 1 project and most recently answered the New England region’s call by submitting multiple proposals offering shovel-ready New England Wind offshore projects into the tri-state solicitation.”

On a non-U.S. GAAP adjusted basis, consolidated net income for the first quarter 2024 was $341 million, or $0.88 per share, compared to $248 million, or $0.64 per share, for the first quarter ended March 31, 2023.

Networks

Networks earnings for the first quarter 2024 were $268 million, or $0.69 per share compared to $195 million, or $0.51 per share for the same period in 2023. Results for the first quarter of 2024 were primarily impacted by the execution of existing rate plans.

 

1


Renewables

Renewables earnings for the first quarter 2024 were $95 million, or $0.24 per share compared to $49 million, or $0.13 per share for the same period in 2023. Renewables results for the first quarter 2024 were primarily impacted by strong balancing resource performance and increased pricing, partially offset by lower production.

Non-U.S. GAAP adjusted earnings and adjusted earnings per share exclude mark-to-market adjustments and accelerated depreciation from repowering in the Renewables segment. For additional information, see “Use of Non-U.S. GAAP Financial Measures” and “Reconciliation of Non-U.S. GAAP Financial Measures” at the end of this release.

# # #

 

 

About Avangrid: Avangrid, Inc. (NYSE: AGR) aspires to be the leading sustainable energy company in the United States. Headquartered in Orange, CT with approximately $45 billion in assets and operations in 24 U.S. states, Avangrid has two primary lines of business: networks and renewables. Through its networks business, Avangrid owns and operates eight electric and natural gas utilities, serving more than 3.3 million customers in New York and New England. Through its renewables business, Avangrid owns and operates a portfolio of renewable energy generation facilities across the United States. Avangrid employs approximately 8,000 people and was recognized by JUST Capital as one of the JUST 100 companies – a ranking of America’s best corporate citizens – in 2024 for the fourth consecutive year. In 2024, Avangrid ranked first within the utility sector for its commitment to the environment. The company supports the U.N.’s Sustainable Development Goals and was named among the World’s Most Ethical Companies in 2023 for the fifth consecutive year by the Ethisphere Institute. Avangrid is a member of the group of companies controlled by Iberdrola, S.A. For more information, visit https://www.avangrid.com.

 

LOGO      LOGO      LOGO

 

Forward Looking Statements

Certain statements in this release may relate to our future business and financial performance and future events or developments involving us and our subsidiaries that are not purely historical and may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “should,” “would,” “could,” “can,” “expect(s),” “believe(s),” “anticipate(s),” “intend(s),” “plan(s),” “estimate(s),” “project(s),” “assume(s),” “guide(s),” “target(s),” “forecast(s),” “are (is) confident that” and “seek(s)” or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements include, but are not limited to, statements about our plans, objectives and intentions, outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition of the business and other statements that are not historical facts. Such statements are based upon the current reasonable beliefs, expectations, and assumptions of our management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Important factors are discussed and should be reviewed in our Form 10-K and other subsequent filings with the SEC. Specifically, forward-looking statements include, without limitation:

 

   

actions or inactions of local, state or federal regulatory agencies;

 

   

the ability of our regulated utility operations to recover costs in a timely manner or at all or obtain a return on certain assets or invested capital through base rates, cost recovery clauses, other regulatory mechanism;

 

   

potentially material adverse effect on our business, and financial condition due to the purchase and sales of energy commodities and related transportation and services by our operating subsidiaries;

 

   

adverse developments in general market, business, economic, labor, regulatory and political conditions including, without limitation, the impacts of inflation, deflation, supply-chain interruptions and changing prices and labor costs;

 

2


   

the impact of any change to applicable laws and regulations, including those subject to referendums affecting the ownership and operations of electric and gas utilities and renewable energy generation facilities, respectively, including, without limitation, those relating to the environment and climate change, taxes, price controls, regulatory approval and permitting;

 

   

efforts to maintain a responsive sustainability program;

 

   

new tariffs imposed on imported goods;

 

   

the impact of extraordinary external events, such as any cyber breaches or other incidents, grid disturbances, acts of war or terrorism, civil or social unrest, natural disasters, pandemic health events or other similar occurrences;

 

   

potential restrictions by interconnecting utility and/or RTO rules, policies, procedures and FERC tariffs and market conditions on renewable project operations and ability to generate revenue;

 

   

our rights, and the rights of our subsidiaries to sites that projects are located may be subordinate to the rights of lienholders and leaseholders;

 

   

strikes, work stoppages or an inability to negotiate future collective bargaining agreements on commercially reasonable terms;

 

   

technological developments;

 

   

geopolitical instability could exacerbate existing risk factors;

 

   

the future financial performance, anticipated liquidity and capital expenditures;

 

   

weather conditions are unfavorable or below production forecasts;

 

   

customary business and market related risks including warranty limitation and expiration as well as PPA expiration or early termination;

 

   

impact of Iberdrola’s influence over stock as well as the future sale of issuance of common stock by Iberdrola;

 

   

the “controlled company” exemption to the corporate governance rules for NYSE-listed companies could make shares of our common stock less attractive to some investors or otherwise harm our stock price;

 

   

our dividend policy is subject to the discretion of our board of directors and may be limited by our debt agreements and limitations under New York law;

 

   

ability to meet our financial obligations and to pay dividends on our common stock if our subsidiaries are unable to pay dividends or repay loans from us;

 

   

the ability to maintain effective internal control over financial reporting;

 

   

our investments and cash balances are subject to the risk of loss;

 

   

the cost and availability of capital to finance our business is inherently uncertain;

 

   

litigation or administrative proceedings;

 

   

inability to insure against all potential risks;

 

   

the ability to recruit and retain a highly qualified and diverse workforce in the competitive labor market;

 

   

changes in amount, timing or ability to complete capital projects;

 

   

adverse developments in general market, business, economic, labor, regulatory and political conditions including, without limitation, the impacts of inflation, deflation, supply-chain interruptions and changing prices and labor costs, including the Department of Commerce’s anti-circumvention petition that could adversely impact renewable solar energy projects;

 

   

the impacts of climate change, fluctuations in weather patterns and extreme weather events;

 

   

the impact of extraordinary external events, such as any cyber breaches or other incidents, grid disturbances, acts of war or terrorism, civil or social unrest, natural disasters, pandemic health events or other similar occurrences, including the ongoing geopolitical conflict with Russia and Ukraine;

 

   

the impact of a catastrophic or geopolitical event on business and economic conditions;

 

   

the implementation of changes in accounting standards;

 

   

adverse publicity or other reputational harm; and

 

   

other presently unknown unforeseen factors.

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Other risk factors are detailed from time to time in our reports filed with the Securities and Exchange Commission, or SEC, and we encourage you to consult such disclosures.

 

3


Use of Non-U.S. GAAP Financial Measures

To supplement our consolidated financial statements presented in accordance with U.S. GAAP, we consider adjusted net income and adjusted earnings per share, as financial measures that are not prepared in accordance with U.S. GAAP. The non-GAAP financial measures we use are specific to Avangrid and the non-GAAP financial measures of other companies may not be calculated in the same manner. We use these non-GAAP financial measures, in addition to U.S. GAAP measures, to establish operating budgets and operational goals to manage and monitor our business, evaluate our operating and financial performance and to compare such performance to prior periods and to the performance of our competitors. We believe that presenting such non-GAAP financial measures is useful because such measures can be used to analyze and compare profitability between companies and industries by eliminating the impact of certain non-cash charges. In addition, we present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance.

We define adjusted net income as net income adjusted to exclude mark-to-market earnings from changes in the fair value of derivative instruments and accelerated depreciation from the repowering of wind farms. We believe adjusted net income is more useful in understanding and evaluating actual and projected financial performance and contribution of Avangrid core lines of business and to more fully compare and explain our results. The most directly comparable U.S. GAAP measure to adjusted net income is net income. We also define adjusted earnings per share, or adjusted EPS, as adjusted net income converted to an earnings per share amount.

The use of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, Avangrid’s U.S. GAAP financial information, and investors are cautioned that the non-GAAP financial measures are limited in their usefulness, may be unique to Avangrid, and should be considered only as a supplement to Avangrid’s U.S. GAAP financial measures. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools.

Non-GAAP financial measures are not primary measurements of our performance under U.S. GAAP and should not be considered as alternatives to operating income, net income or any other performance measures determined in accordance with U.S. GAAP.

Investors and others should note that AVANGRID routinely posts important information on its website and considers the Investor Relations section, www.avangrid.com/wps/portal/avangrid/Investors, a channel of distribution.

 

4


Avangrid, Inc.

Condensed Consolidated Statements of Income

(In Millions except per share amounts)

(Unaudited)

 

    

Three Months Ended

March 31,

 
($M)    2024     2023  

Operating Revenues

   $ 2,417     $ 2,466  
  

 

 

   

 

 

 

Operating Expenses

    

Purchased power, natural gas and fuel used

     724       977  

Operations and maintenance

     792       761  

Depreciation and amortization

     298       280  

Taxes other than income taxes

     196       183  
  

 

 

   

 

 

 

Total Operating Expenses

     2,010       2,201  
  

 

 

   

 

 

 

Operating Income

     407       265  
  

 

 

   

 

 

 

Other Income and (Expense)

    

Other income

     54       25  

Earnings (losses) from equity method investments

     6       2  

Interest expense, net of capitalization

     (125     (95
  

 

 

   

 

 

 

Income Before Income Tax

     342       197  
  

 

 

   

 

 

 

Income tax (benefit) expense

     20       (18
  

 

 

   

 

 

 

Net Income

     322       215  
  

 

 

   

 

 

 

Net loss attributable to noncontrolling interests

     29       30  
  

 

 

   

 

 

 

Net Income Attributable to Avangrid, Inc.

   $ 351     $ 245  
  

 

 

   

 

 

 

Earnings per Common Share, Basic:

   $ 0.91     $ 0.63  
  

 

 

   

 

 

 

Earnings per Common Share, Diluted:

   $ 0.91     $ 0.63  
  

 

 

   

 

 

 

Weighted-average # of Common Shares Outstanding (M):

    

Basic

     386.9       386.7  

Diluted

     387.2       387.1  

Amounts may not add due to rounding

 

5


Avangrid, Inc.

Reconciliation of Non-U.S. GAAP Adjusted Net Income (Loss) - $M

(Unaudited)

 

     Three Months Ended March 31,  
     2024      2023      ‘24 vs ‘23  

Networks

   $ 268      $ 195      $ 73  

Renewables

     95        49        46  

Corporate*

     (11      1        (13
  

 

 

    

 

 

    

 

 

 

GAAP Net Income

   $ 351      $ 245      $ 106  

Adjustments:

        

Mark-to-market earnings - Renewables

     (17      4        (21

Accelerated depreciation from repowering

     3        —         3  

Income tax impact of adjustments**

     4        (1      5  
  

 

 

    

 

 

    

 

 

 

Adjusted Net Income

   $ 341      $ 248      $ 93  
  

 

 

    

 

 

    

 

 

 

 

*

Includes Corporate and other non-regulated entities as well as intersegment eliminations

**

2024: Income tax impact of adjustments: $5M from mark-to-market (MtM) earnings and $(1)M from repower - Renewables, for the three months ended March 31, 2024.

**

2023: Income tax impact of adjustments: $(1)M from mark-to-market (MtM) earnings - Renewables for the three months ended March 31, 2023.

Non-U.S. GAAP Adjusted Net Income (Loss) - $M

 

     Three Months Ended March 31,  
     Adjusted
2024
     Adjusted
2023
     Adjusted
‘24 vs ‘23
 

Networks

   $ 268      $ 195      $ 73  

Renewables

     84        51        33  

Corporate*

     (11      1        (13
  

 

 

    

 

 

    

 

 

 

Adjusted Net Income

   $ 341      $ 248      $ 93  
  

 

 

    

 

 

    

 

 

 

 

*

Includes Corporate and other non-regulated entities as well as intersegment eliminations

 

6


Avangrid, Inc.

Reconciliation of Non-U.S. GAAP Adjusted Earnings (Loss) Per Share (EPS)

(Unaudited)

     Three Months Ended March 31,  
     2024     2023     ‘24 vs ‘23  

Networks

   $ 0.69     $ 0.51     $ 0.19  

Renewables

     0.24       0.13       0.12  

Corporate*

     (0.03     0.00       (0.03
  

 

 

   

 

 

   

 

 

 

GAAP Earnings Per Share

   $ 0.91     $ 0.63     $ 0.27  

Adjustments:

      

Mark-to-market earnings - Renewables

     (0.05     0.01       (0.05

Accelerated depreciation from repowering

     0.01       —        0.01  

Income tax impact of adjustments**

     0.01       (0.00     0.01  
  

 

 

   

 

 

   

 

 

 

Adjusted Earnings Per Share

   $ 0.88     $ 0.64     $ 0.24  
  

 

 

   

 

 

   

 

 

 

Weighted-avg # of Shares (M):

     386.9       386.7    

Amounts may not add due to rounding

 

*

Includes Corporate and other non-regulated entities as well as intersegment eliminations

**

2024: EPS Income tax impact of adjustments: $0.01 from mark-to-market (MtM) earnings - Renewables, $0 from repower - Renewables, for the three months ended March 31, 2024.

**

2023: EPS Income tax impact of adjustments: $0 from mark-to-market (MtM) earnings - Renewables for the three months ended March 31, 2023.

Non-U.S. GAAP Adjusted Earnings (Loss) Per Share

 

     Three Months Ended March 31,  
     Adjusted
2024
    Adjusted
2023
     Adjusted
‘24 vs ‘23
 

Networks

   $ 0.69     $ 0.51      $ 0.19  

Renewables

     0.22       0.13        0.08  

Corporate*

     (0.03     0.00        (0.03
  

 

 

   

 

 

    

 

 

 

Adjusted Earnings Per Share

   $ 0.88     $ 0.64      $ 0.24  
  

 

 

   

 

 

    

 

 

 

Weighted-avg # of Shares (M):

     386.9       386.7     

Amounts may not add due to rounding

 

*

Includes Corporate and other non-regulated entities as well as intersegment eliminations

 

7