<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10 - Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1994
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-7951
WICOR, Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1346701
--------------------------------------------- -------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
626 East Wisconsin Avenue, Post Office Box 334, Milwaukee, Wisconsin
--------------------------------------------------------------------
(Address of principal executive office)
53201
----------
(Zip Code)
(414) 291-7026
---------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at September 30, 1994
- --------------------------- ---------------------------------
Common Stock, $1 Par Value 16,841,374<PAGE>
<PAGE> 2
INTRODUCTION
------------------------------------------------------------------------
WICOR, Inc. ("WICOR" or "Company"), a corporation organized and existing
under the laws of the State of Wisconsin, is an exempt holding company
under the Public Utility Holding Company Act of 1935. It is the parent
of Wisconsin Gas Company ("Wisconsin Gas"), a natural gas distribution
public utility; Sta-Rite Industries, Inc. ("Sta-Rite"), a manufacturer
of pumps and water processing equipment for the residential, irrigation
and pool and spa markets; and SHURflo Pump Manufacturing Co.
("SHURflo"), a manufacturer of pumps and fluid-handling equipment for
the food service, recreational vehicle, marine, industrial and water
purification markets.
CONTENTS
PAGE
------
PART I. Financial Information.............................. 1
Management's Discussion and Analysis of
Interim Financial Statements..................... 2-5
Consolidated Financial Statements of WICOR, Inc. (Unaudited):
------------------------------------------------------------
Consolidated Statement of Operations for the Three and
Nine Months Ended September 30, 1994 and 1993.... 6
Consolidated Balance Sheet as of September 30, 1994
and December 31, 1993............................ 7-8
Consolidated Statement of Cash Flows for the Nine
Months Ended September 30, 1994 and 1993......... 9
Notes to Consolidated Financial Statements......... 10
PART II. Other Information.................................. 11-12
Signatures......................................... 13
<PAGE>
<PAGE> 3
Part I - Financial Information
- ------------------------------
Financial Statements
--------------------
The following consolidated statements have been prepared without audit
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although management believes that the
disclosures are adequate to make the information presented not
misleading. These condensed financial statements should be read in
conjunction with the financial statements and the notes thereto included
in the latest WICOR, Inc. annual report on Form 10-K and quarterly
reports on Form 10-Q.
In the opinion of management, the information furnished reflects all
adjustments, which in all circumstances were normal and recurring,
necessary for a fair statement of the results of operations for the
interim periods.
Because of seasonal factors, the results of operations for the interim
periods presented are not indicative of the results to be expected for
the full calendar year.<PAGE>
<PAGE> 4
Management's Discussion and Analysis
of Interim Financial Statements of
WICOR, Inc.
Results of Operations
- ---------------------
The consolidated net loss for the third quarter of 1994 was $8.1 million
as compared with a net loss of $8.6 million for the third quarter of the
prior year. Net income increased by $5.2 million, or 33%, for the nine
months ended September 30, 1994 compared to the same period of last
year.
The following factors had a significant effect on the results of
operations during the three- and nine-month periods ended September 30,
1994.
Gas Distribution
- ----------------
The results of the third quarter of 1994 were essentially unchanged from
last year. The net loss for the third quarter of 1994 was $10.5 million
as compared to a net loss of $10.7 million in the third quarter of 1993.
The negative impact of warmer weather on margins during the 1994 third
quarter was offset by rate increases, lower than normal increases in
operating expenses and by reductions in interest expense. Conversely,
net income for the nine months ended September 30, 1994 increased by
$2.4 million or 32%, compared to the same period of last year. The
increase in 1994 year-to-date net income was due primarily to a rate
increase and colder than normal weather in the first quarter of 1994.
Revenues, margins and volumes are summarized below. Margin, defined as
revenues less cost of gas sold, is a better comparative performance
indicator than revenues because the mix of volumes between sales and
transportation service affects revenues but not margin. In addition,
changes in the cost of gas sold are flowed through to revenue under a
gas adjustment clause with no resulting effect on margin.<PAGE>
<PAGE> 5
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------- % -------------- %
1994 1993 Change 1994 1993 Change
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
(Millions of Dollars)
- --------------------
Gas Sales Revenues $ 75.3 $ 79.7 (6) $413.2 $392.1 5
Cost of Gas Sold 53.6 59.6 (10) 272.4 267.3 2
------ ------ ------ ------
Gas Sales Margin 21.7 20.1 8 140.8 124.8 13
Gas Transport Margin 1.4 2.1 (33) 5.0 7.6 (34)
------ ------ ------ ------
Total Margin $ 23.1 $ 22.2 4 $145.8 $132.4 10
====== ====== ====== ======
(Millions of Therms)
- --------------------
Sales Volumes
Firm 57.6 64.4 (11) 571.6 558.7 2
Interruptible 60.1 40.2 50 206.8 141.8 46
Transportation Volume 25.3 35.8 (29) 86.4 139.4 (38)
------ ------ ------ ------
Total Throughput 143.0 140.4 2 864.8 839.9 3
====== ====== ====== ======
Degree Days (Normal:
3rd Qtr. = 166
Nine Months = 4,592) 71 161 (56) 4,577 4,511 1
====== ====== ====== ======
</TABLE>
The decrease in firm sales volumes for the third quarter of 1994 from last
year was caused principally by warmer weather in September 1994 versus
September 1993. For the nine months ended September 30, 1994, the total
margin increase was primarily due to a 2.9% annual rate increase, which
became effective on November 12, 1993, and to growth in firm sales volumes.
For both the third quarter and year-to-date, there has been a transfer of
customers and volumes to interruptible sales from transportation services.
Operations and maintenance expenses increased by $0.5 million, or 2%, and
$8.1 million, or 10%, for the three- and nine-month periods ended September
30, 1994, respectively, compared with the same periods of 1993. In the
third quarter, increased expenses for uncollectible accounts, software
amortization, general office costs, and outside services were partially
offset by reductions in distribution system operating costs and employee
benefit expenses. Included in 1994 year-to-date operations expenses is a
first quarter, one-time charge of $2.7 million relating to the election by
131 employees of an early retirement option. The related savings from the
retirements have been realized since the first quarter and it is estimated
that by year end the savings will substantially offset this first quarter
charge. Increases in the provision for uncollectible accounts and software
amortization were additional significant factors in the overall increase
in operations and maintenance expenses for the year-to-date.<PAGE>
<PAGE> 6
These increased expenses are being recovered in rates on an annual basis
under the November 1993 rate order.
Depreciation expense increased for both the quarter and year-to-date due
to recent capital additions. For the third quarter and year-to-date, when
compared to 1993, interest expense on long-term debt decreased primarily
as a result of lower interest rates achieved through a $45 million long-
term debt refinancing in September 1993. The increase in the quarter and
year-to-date other interest expense is due primarily to the amortization
of previously deferred interest related to the financing of gas in storage.
This was offset in part by lower short-term interest expense from reduced
short-term borrowings in 1994. The income tax benefit for the third
quarter of 1993 was lower than 1994 because of the lower pre-tax loss and
as a result of a federal income tax increase retroactive to January 1,
1993. Income tax expense for the year-to-date increased primarily due to
higher pre-tax income.
Wisconsin Gas received its most recent rate increase from the Public
Service Commission of Wisconsin (PSCW) in November 1993. In July 1993
Wisconsin Gas proposed an alternative method of ratemaking which provided
for an indexed rate cap and a weather adjustment mechanism (WAM). The PSCW
has given initial approval to an alternative approach with a three-year
margin rate cap (without the WAM) based on the rates approved in November
1993. It is expected that the PSCW will give Wisconsin Gas the option of
either accepting the modified proposal or filing a traditional rate case
in March 1995 with new rates becoming effective in November 1995.
Wisconsin Gas anticipates it will accept the modified proposal.
Manufacturing
- -------------
Manufacturing net income for the third quarter of $2.4 million was 12%
higher than last year's net income of $2.1 million. The increase in third
quarter results reflects one-time 1993 charges related to the acquisition
of SHURflo, and were offset in part by higher operating expenses and
competitive market conditions during the quarter this year. For the nine
months ended September 30, 1994, manufacturing net income increased by 34%
to $11.0 million compared to the same period last year. This improvement
resulted from increased sales as well as improved operating efficiencies.
Net sales were $74.4 million for the third quarter of 1994, up 5% from the
comparable period in 1993. Domestic sales in the 1994 third quarter showed
no increase over the 1993 third quarter, while international sales
increased by 14%. For the first nine months of 1994, net sales increased
by 11% to $239.6 million compared to the same period in 1993. On a year-
to-date basis, domestic sales increased by 7% and international sales
increased by 19% over the same periods in 1993. For the nine months ended
September 30, 1994, international sales accounted for 36% of total net
sales.
New product sales, including several new pumps sold in the European market,
also contributed to the increase in sales. Improvements were seen in the
Australian markets as that economy continues to recover. Results for 1994
also include the operations of Dega Research Pty. Ltd., a pool equipment
manufacturer acquired in November 1993. Substantial improvements were seen
in the water system, recreational vehicle, industrial, and water<PAGE>
<PAGE> 7
purification markets. Marine, agricultural, and other original equipment
applications have also contributed to the sales increase.
Gross profit margins decreased slightly from 28% to 27% for the third
quarter as compared to 1993. For the nine months ended September 30, 1994
and 1993, the gross profit margin was constant at 28%. Operating expenses
as a percentage of sales for the quarter and year-to-date as compared to
1993 declined from 22% to 21% and from 21% to 20%, respectively. Year-to-
date operating expenses increased in 1994 over 1993 by $2.9 million. This
was due primarily to higher selling expenses associated with the higher
level of sales. Lower interest expense, mostly due to lower debt levels,
also contributed to improved earnings for the quarter and year-to-date.
Non-Operating Income and Income Taxes
- -------------------------------------
Interest expense was down slightly for the three- and nine- months periods
ended September 30, 1994, in comparison to 1993, due primarily to a $45.0
million long-term debt refinancing in September 1993 in the gas
distribution business and, also, to lower levels of short-term debt
throughout the Company.
Income tax expense was $3.0 million higher for the first nine months of
1994, compared to the same period last year, reflecting an increase in pre-
tax income. The income tax benefit for the third quarter of 1993 was lower
as a result of a federal income tax increase retroactive to January 1,
1993.
Financial Condition
- -------------------
Cash flow from operations increased by $76.5 million from 1993 to $108.5
million for the first nine months of 1994. The improvement is in part due
to the increase in net income and depreciation. Greater volumes of gas in
storage at the beginning of the year resulted in $49.0 million of reduced
cash requirements for gas purchases in the first nine months of 1994
compared to 1993. The first nine months of 1994 also benefitted from
recovery of demand charges over the heating season in 1994, rather than
throughout the year as in 1993. The impact of this change has lessened
since the second quarter.
The increase in cash from other non-current assets and liabilities was a
result of increased recovery of deferred uncollectible expense, recognition
of a deferred regulatory liability for environmental clean-up cost
recoveries, and a net increase in the liability for postretirement benefits
due to the early retirement option at Wisconsin Gas in the first quarter
of 1994.
Capital expenditures for the nine months ended September 30, 1994 amounted
to $37.0 million and additional capital expenditures of $22.2 million are
expected for the remainder of 1994. Gas distribution capital expenditures
are expected to increase in 1994 over 1993 as several expansion projects
are underway.
More short-term borrowings were repaid in the first nine months of 1994
than in 1993 because of the higher level of short-term debt at<PAGE>
<PAGE> 8
December 31, 1993 versus December 31, 1992. The higher level of short-term
debt was needed primarily to finance gas in storage. Cash from operations
provided sufficient funds to make these payments. There will be a need for
additional short-term borrowing during the remainder of 1994 primarily to
finance utility receivables and gas in storage.
On July 26, 1994, the directors of the Company authorized an increase in
the Company's per share common stock dividend to $.40 per quarter ($1.60
per share on an annual basis). The first quarterly payment at the new
level was made August 31, 1994 to shareholders of record on August 12,
1994.<PAGE>
<PAGE> 9
WICOR, INC.
Consolidated Statement of Operations (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------
(Thousands of Dollars) (Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues:
Gas distribution............... $ 76,675 $ 81,761 $ 418,172 $ 399,635
Manufacturing and other........ 74,362 71,040 239,569 216,049
---------- ---------- ---------- ----------
151,037 152,801 657,741 615,684
---------- ---------- ---------- ----------
Operating Costs and Expenses:
Cost of gas sold............... 53,618 59,610 272,377 267,278
Manufacturing cost of sales.... 54,179 51,047 171,413 154,741
Operations and maintenance..... 41,945 41,248 137,834 126,772
Depreciation and amortization.. 7,519 7,057 22,247 20,799
Taxes, other than income taxes. 2,444 2,245 7,594 6,930
---------- ---------- ---------- ----------
159,705 161,207 611,465 576,520
---------- ---------- ---------- ----------
Operating Income (Loss).......... (8,668) (8,406) 46,276 39,164
---------- ---------- ---------- ----------
Other Income (Deductions):
Interest expense............... (3,830) (4,047) (12,038) (13,084)
Interest income................ 194 137 480 437
Other, net..................... (244) (91) (320) (371)
---------- ---------- ---------- ----------
(3,880) (4,001) (11,878) (13,018)
---------- ---------- ---------- ----------
Income (Loss) Before
Income Taxes................... (12,548) (12,407) 34,398 26,146
Income Tax Expense (Benefit)..... (4,479) (3,810) 13,267 10,232
---------- ---------- ---------- ----------
Net Income (Loss)................ $ (8,069) $ (8,597) $ 21,131 $ 15,914
========== ========== ========== ==========
Per Share of Common Stock:
Income Per Common Share........ $ (0.48) $ (0.53) $ 1.27 $ 0.99
========== ========== ========== ==========
Cash Dividends Per Common Share $ 0.40 $ 0.39 $ 1.18 $ 1.15
========== ========== ========== ==========
Average Common Shares
Outstanding (Thousands)....... 16,810 16,173 16,650 16,013
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 10
WICOR, INC.
Consolidated Balance Sheet
<TABLE>
<CAPTION>
September 30,
1994 December 31,
(Unaudited) 1993
------------- ------------
(Thousands of dollars)
<S> <C> <C>
Assets
- ------
Current Assets:
Cash and cash equivalents......................... $ 21,625 $ 22,953
Accounts receivable, less allowance for
doubtful accounts of $11,040 and $9,351,
respectively.................................... 90,402 111,408
Accrued utility revenues.......................... 8,230 53,483
Manufacturing inventories......................... 56,819 58,079
Gas in storage, at weighted average cost.......... 42,855 44,697
Deferred income taxes............................. 17,017 10,005
Prepayments and other............................. 16,859 13,969
------------- ------------
253,807 314,594
Property, Plant and Equipment (less accumulated ------------- ------------
depreciation of $403,151 and $377,004,
respectively)................................... 407,412 400,700
------------- ------------
Deferred Charges and Other:
Deferred systems development costs................ 35,414 38,808
Other regulatory assets........................... 54,037 57,211
Deferred environmental costs...................... 41,677 41,641
Prepaid pension costs............................. 30,606 29,580
Gas transition costs.............................. 9,238 15,485
Other............................................. 33,402 35,707
------------- ------------
204,374 218,432
------------- ------------
$ 865,593 $ 933,726
============= ============
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 11
WICOR, INC.
Consolidated Balance Sheet
<TABLE>
<CAPTION>
September 30,
1994 December 31,
(Unaudited) 1993
------------- ------------
(Thousands of Dollars)
<S> <C> <C>
Liabilities and Capitalization
- ------------------------------
Current Liabilities:
Accounts payable.................................. $ 47,532 $ 62,683
Refundable gas costs ............................. 10,751 15,596
Short-term borrowings............................. 70,922 134,918
Current portion of long-term debt................. 2,999 2,847
Accrued taxes..................................... 4,587 10,089
Accrued payroll and benefits...................... 19,656 14,656
Other............................................. 16,856 15,199
------------- ------------
173,303 255,988
------------- ------------
Deferred Credits and Other:
Unamortized investment tax credit................. 8,470 8,654
Environmental remediation costs................... 38,719 40,000
Deferred income taxes............................. 43,355 45,878
Gas transition costs.............................. 9,238 15,485
Other regulatory liabilities...................... 57,410 50,179
Postretirement benefit obligation................. 70,225 67,510
Other............................................. 17,799 14,526
------------- ------------
245,216 242,232
------------- ------------
Capitalization:
Long-term debt.................................... 164,182 165,230
Common stock...................................... 16,841 16,407
Other paid-in capital............................. 177,315 166,710
Retained earnings ................................ 96,124 94,643
Unearned compensation............................. (7,388) (7,484)
------------- ------------
447,074 435,506
------------- ------------
$ 865,593 $ 933,726
============= ============
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 12
WICOR, INC.
Consolidated Statement of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1994 1993
---------- ----------
(Thousands of Dollars)
<S> <C> <C>
Operations:
Net income.......................................... $ 21,131 $ 15,914
Adjustments to reconcile net income to net
cash flows:
Depreciation and amortization..................... 35,632 32,625
Deferred income taxes............................. (9,535) (55)
Change in:
Receivables..................................... 66,259 52,534
Manufacturing inventories....................... 1,261 3,254
Gas in storage.................................. 1,841 (47,202)
Other current assets............................ (4,326) (1,213)
Systems development costs....................... (826) (4,246)
Accounts payable................................ (15,151) (14,185)
Refundable gas costs............................ (4,845) (13,398)
Accrued taxes................................... (4,066) 1,501
Accrued payroll and benefits.................... 5,000 7,173
Other current liabilities....................... 1,657 861
Other non-current assets and liabilities, net... 14,423 (1,597)
---------- ----------
108,455 31,966
---------- ----------
Investment Activities:
Capital expenditures.............................. (36,967) (37,045)
Net proceeds from sale of assets.................. - 5,706
Acquisitions...................................... - (1,511)
Other ............................................ 308 313
---------- ----------
(36,659) (32,537)
---------- ----------
Financing Activities:
Change in short-term borrowings................... (61,996) 13,730
Issuance of long-term debt........................ - 45,158
Reduction in long-term debt ...................... (2,517) (48,654)
Issuance of common stock ......................... 8,705 11,777
Dividends paid on common stock, less
amounts reinvested ............................ (17,316) (15,808)
---------- ----------
(73,124) 6,203
---------- ----------
Change in Cash and Cash Equivalents................... (1,328) 5,632
Cash and Cash Equivalents at Beginning of Period...... 22,953 16,632
---------- ----------
Cash and Cash Equivalents at End of Period............ $ 21,625 $ 22,264
========== ==========
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 13
Notes to Consolidated Financial Statements (Unaudited):
- ------------------------------------------------------
1) At September 30, 1994 WICOR had borrowings of $13.8 million and
availability of $215.8 million under unsecured lines of credit with
several banks.
A total of $57.1 million of commercial paper was outstanding as of
September 30, 1994 at a weighted average interest rate of 5.0%.
2) For purposes of the Consolidated Statement of Cash Flows, income
taxes paid, net of refunds, and interest paid (excluding capitalized
interest) were as follows:
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
------------------------
1994 1993
---------- ----------
(Thousands of Dollars)
<S> <C> <C>
Income taxes paid $ 31,511 $ 12,064
Interest paid $ 13,751 $ 12,544
</TABLE>
3) In July 1993, Wisconsin Gas submitted an incentive rate making
proposal to the Public Service Commission of Wisconsin ("PSCW"). In
its April 1994 initial decision, the PSCW significantly modified the
Wisconsin Gas proposal. Under the modified proposal, Wisconsin Gas
rates will be subject to a three year margin rate cap based on the
rates approved in November, 1993. Wisconsin Gas will also be
required to reduce its rates by $10.1 million, to reflect a
reduction in certain non-cash expenses. Over a twelve month period,
this rate reduction will result in no net income impact, but will
reduce cash flow. It is expected that the PSCW will give Wisconsin
Gas the option of either accepting the modified proposal or filing
a traditional rate case in March 1995 with new rates becoming
effective in November, 1995. Wisconsin Gas anticipates it will
accept the modified proposal.
4) In January 1994, Wisconsin Gas offered a voluntary early retirement
incentive plan to employees age 55 and over. A total of 131
employees elected to retire under the provisions of this incentive
plan. Wisconsin Gas recorded a charge, which includes the impact on
the pension and postretirement benefit plans, to operating expense
of $2.7 million in the first quarter of 1994.
<PAGE>
<PAGE> 14
Part II - Other Information
- ---------------------------
Item 1. Legal Proceedings
- -------------------------
General
- -------
On June 16, 1994, the Supreme Court of Wisconsin issued a decision, in a
matter not involving WICOR or its subsidiaries, which holds in general that
comprehensive general liability insurance policies may not provide coverage
for response costs involving Wisconsin sites incurred under Federal or
State environmental clean-up statutes in certain circumstances. In July
1994, Wisconsin Gas and Sta-Rite joined more than 50 other Wisconsin
businesses, the Wisconsin Department of Justice, the Wisconsin Department
of Natural Resources and several other groups and individual firms in
urging the Supreme Court to reconsider its decision. The motion to
reconsider was, however, denied by the Wisconsin Supreme Court in October
1994.
Wisconsin Gas
- -------------
During the first quarter of 1994, Wisconsin Gas initiated suit against
certain of its liability insurance carriers for coverage for environmental
property damage associated with former manufactured gas plants. The
insurance carriers named as defendants in the suit recently moved to
dismiss the case, contending that the June 1994 decision of the Supreme
Court of Wisconsin discussed above makes it questionable as to whether they
will be obligated to reimburse Wisconsin Gas for such costs. The motion
was decided in favor of Wisconsin Gas.
Wisconsin Gas is continuing to litigate its claims and is in various stages
of negotiations with its insurance carriers regarding settlement of the
litigation. A trial in the matter is scheduled for January 9, 1995. Based
on recent PSCW orders, Wisconsin Gas currently believes that any cleanup
costs not recoverable from its insurance carriers will be allowed full
recovery in rates (excluding carrying costs).
Sta-Rite
- --------
During the second quarter of 1994, Sta-Rite was notified by the Wisconsin
Department of Natural Resources (the "WDNR") that it believed that solvents
used at a manufacturing site previously operated by Sta-Rite have migrated
and have caused or contributed to the contamination of a Deerfield,
Wisconsin municipal well and surrounding property. The population of
Deerfield is approximately 1,260 persons. Sta-Rite is continuing its
investigation regarding the allegations raised by the WDNR. Sta-Rite
cannot estimate at the present time what costs it may incur for this
remediation nor, in light of the Wisconsin Supreme Court's decision
discussed above, whether any costs incurred will be covered by insurance.
Details regarding other litigation involving Sta-Rite were previously
reported in the Company's Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994.<PAGE>
<PAGE> 15
Item 5. Other Information
- --------------------------
J. Russell Phillips, 45, has been named President and CEO of SHURflo
Pump Manufacturing Co., effective October 1, 1994. He succeeds John
W. Casey, Jr., who will continue as a member of the SHURflo board of
directors and who will be involved in acquisition and strategic
endeavors.
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits
27 - Financial data schedule.
(b) Reports on Form 8-K - There were no reports on Form 8-K filed
for the third quarter of 1994.<PAGE>
<PAGE> 16
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 thereunto duly authorized.
WICOR, INC.
Dated: October 27, 1994 By: /s/ Joseph P. Wenzler
---------------------------
Joseph P. Wenzler
Vice President, Treasurer
and Chief Financial Officer <PAGE>
<PAGE> 17
WICOR, Inc.
Exhibit Index - Form 10-Q
Exhibit No. Exhibit
- ----------- -----------------------------------------
27 Financial data schedule
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
WICOR, Inc. Form 10-Q for the period ended September 30, 1994 and is qualified
in its entirety by reference to such financial statements and the related
footnotes.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 356,309
<OTHER-PROPERTY-AND-INVEST> 51,103
<TOTAL-CURRENT-ASSETS> 253,807
<TOTAL-DEFERRED-CHARGES> 204,374
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 865,593
<COMMON> 16,841
<CAPITAL-SURPLUS-PAID-IN> 177,315
<RETAINED-EARNINGS> 88,736
<TOTAL-COMMON-STOCKHOLDERS-EQ> 282,892
0
0
<LONG-TERM-DEBT-NET> 164,182
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 135,000
<COMMERCIAL-PAPER-OBLIGATIONS> 57,075
<LONG-TERM-DEBT-CURRENT-PORT> 2,999
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 358,445
<TOT-CAPITALIZATION-AND-LIAB> 865,593
<GROSS-OPERATING-REVENUE> 657,741
<INCOME-TAX-EXPENSE> 13,267
<OTHER-OPERATING-EXPENSES> 611,465
<TOTAL-OPERATING-EXPENSES> 624,732
<OPERATING-INCOME-LOSS> 33,009
<OTHER-INCOME-NET> 160
<INCOME-BEFORE-INTEREST-EXPEN> 33,169
<TOTAL-INTEREST-EXPENSE> 12,038
<NET-INCOME> 21,131
0
<EARNINGS-AVAILABLE-FOR-COMM> 21,131
<COMMON-STOCK-DIVIDENDS> 19,650
<TOTAL-INTEREST-ON-BONDS> 1,084
<CASH-FLOW-OPERATIONS> 108,455
<EPS-PRIMARY> 1.27
<EPS-DILUTED> 1.27
</TABLE>
