AVANGRID, Inc. (NYSE:AGR) today announced that AVANGRID will be delayed
in filing its Annual Report on Form 10-K for the fiscal year ended
December 31, 2017 (the “Form 10-K”), beyond the extended deadline of
March 16, 2018. AVANGRID is working diligently to file the Form 10-K as
soon as possible.
As previously disclosed by AVANGRID in its Notification of Late Filing
on Form 12b-25 filed with the Securities and Exchange Commission (“SEC”)
on March 2, 2018, AVANGRID has delayed filing its Form 10-K because
AVANGRID requires additional time to prepare its accounting records,
schedules, internal controls over financial reporting, and management’s
evaluation thereof due to a combination of factors relating to certain
income tax matters, including the impact of the Tax Cuts and Jobs Act of
2017 enacted by the U.S. federal government on December 22, 2017.
AVANGRID reaffirms the preliminary 2017 results announced in AVANGRID’s
press release issued on February 20, 2018, and filed with the SEC on
February 20, 2018, as amended by Amendment No 1. on Form 8-K/A filed
with the SEC on February 22, 2018. AVANGRID does not expect that the
2017 results presented in its Form 10-K will differ in any material
respect from such preliminary results.
AVANGRID is working diligently with its current and former independent
registered public accounting firms to complete the review and analysis
of certain income tax matters, including deferred income tax liabilities
for which immaterial corrections have been made to prior periods, and to
obtain the related attestation and audit opinions from its independent
auditors. As stated above, AVANGRID intends to file its Form 10-K as
soon as possible.
On March 16, 2018, AVANGRID also notified the New York Stock Exchange
(the “NYSE”) indicating that AVANGRID is not in compliance with the
NYSE’s continued listing requirements under the timely filing criteria
established in Section 802.01E of the NYSE Listed Company Manual as a
result of its failure to timely file its Form 10-K within the extended
time period. The noncompliance with Section 802.01E of the NYSE Listed
Company Manual has no immediate effect on the listing or trading of
AVANGRID’s common stock on the NYSE under the symbol “AGR.”
Under the NYSE rules, AVANGRID will have six months from March 16, 2018
to file its Annual Report on Form 10-K with the SEC. AVANGRID can regain
compliance with the NYSE listing standards prior to such date by filing
the Annual Report on Form 10-K with the SEC. If AVANGRID fails to file
the Annual Report on Form 10-K prior to such date, then the NYSE may
grant, at its discretion, a further extension of up to six additional
months, depending on the specific circumstances. In addition, the NYSE
may commence delisting proceedings at any time if the circumstances
warrant.
As stated above, AVANGRID reaffirms its preliminary 2017 results and
intends to file its Form 10-K as soon as possible.
Forward Looking Statements: This press release contains a number
of forward-looking statements. Forward-looking statements may be
identified by the use of forward-looking terms such as “may,” “will,”
“should,” “can,” “expects,” “future,” “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)”“can,” “expects,”
“believes,” “anticipates,” “intends,” “plans,” “estimates,” “projects,”
“assumes,” “guides,” “targets,” “forecasts,” “is confident that” and
“seeks” 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 reasonable current 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 that could cause actual results to differ materially from those
indicated by such forward-looking statements include, without
limitation: our future financial performance, anticipated liquidity and
capital expenditures; actions or inactions of local, state or federal
regulatory agencies; success in retaining or recruiting, our officers,
key employees or directors; changes in levels or timing of capital
expenditures; adverse developments in general market, business,
economic, labor, regulatory and political conditions; fluctuations in
weather patterns; technological developments; the impact of any
cyber-breaches, grid disturbances, acts of war or terrorism or natural
disasters; the impact of any change to applicable laws and regulations
affecting operations, including those relating to environmental and
climate change, taxes, price controls, regulatory approvals and
permitting; and other presently unknown or unforeseen factors.
Additional risks and uncertainties are set forth under the “Risk
Factors” in our Annual Report on Form 10-K for the year ended December
31, 2016 and our Quarterly Report on Form 10-Q for the nine months ended
September 30, 2017, which are on file with the Securities and Exchange
Commission. 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
press release, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.
About AVANGRID: AVANGRID, Inc. (NYSE: AGR) is a diversified
energy and utility company with approximately $32 billion in assets and
operations in 27 states. The company owns regulated utilities and
electricity generation assets through two primary lines of business,
Avangrid Networks and Avangrid Renewables. Avangrid Networks is
comprised of eight electric and natural gas utilities, serving
approximately 3.2 million customers in New York and New England.
Avangrid Renewables operates approximately 7.1 gigawatts of owned and
controlled renewable generation capacity, primarily through wind and
solar, in 21 states across the United States. AVANGRID employs
approximately 6,600 people. For more information, visit www.avangrid.com.
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