<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 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 1-3562
UTILICORP UNITED INC.
(Exact name of registrant as specified in its charter)
DELAWARE 44-0541877
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 Commerce Tower, 911 Main, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 421-6600
(Former name, former address and former fiscal year,
if changed since last report)
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 March 31, 1994
------------------------------- --------------------------------
Common Stock, $1 par value 44,167,050
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Information regarding the condensed consolidated financial statements are
set forth on pages 3 through 4 and pages 11 through 15.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations can be found on pages 5 through 10.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal proceedings can be found on page 16.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Submission of matters to a vote of securities holders can be found on page 16.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits and reports on Form 8-K can be found on page 16.
<PAGE> 3
PART 1
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
IN MILLIONS, EXCEPT PER SHARE DATA 1994 1993
<S> <C> <C>
Revenues:
Electric operations $ 130.8 $ 130.1
Gas operations 284.3 276.1
Energy related businesses 82.2 74.7
Total revenues 497.3 480.9
Expenses:
Fuel used for generation 19.2 10.7
Power purchased 28.9 43.3
Gas purchased for resale 192.2 186.7
Other operating 50.6 46.5
Maintenance 11.5 10.4
Depreciation and amortization 19.6 18.3
Taxes, other than income taxes 18.8 18.8
Energy related businesses 72.9 67.6
Total expenses 413.7 402.3
Income from operations 83.6 78.6
Interest Charges and Other:
Long-term debt 22.0 21.4
Short-term debt and other interest 2.5 3.7
Minority interests 0.9 --
Other (income) expense, net (3.9) (2.9)
Total interest charges and other 21.5 22.2
Income before income taxes 62.1 56.4
Income taxes 23.1 21.6
Net Income 39.0 34.8
Preference Dividends 1.6 1.8
Earnings Available for Common Shares $ 37.4 $ 33.0
Weighted Average Common Shares Outstanding:
Primary 42.28 37.97
Fully diluted 45.20 41.56
Earnings Per Common Share:
Primary $ 0.88 $ 0.87
Fully diluted 0.85 0.83
Cash Dividends Per Common Share $ 0.42 $ 0.40
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
PART 1
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(unaudited)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
MARCH 31,
IN MILLIONS, EXCEPT PER SHARE DATA 1994 1993
<S> <C> <C>
Revenues:
Electric Operations $ 547.5 $ 516.3
Gas Operations 694.4 612.4
Energy related businesses 346.2 285.0
Total revenues 1,588.1 1,413.7
Expenses:
Fuel used for generation 81.3 65.3
Power purchased 110.0 131.3
Gas purchased for resale 449.0 400.9
Other operating 217.5 185.2
Maintenance 48.3 40.7
Depreciation and amortization 75.9 68.0
Taxes, other than income taxes 72.0 63.9
Energy related businesses 307.0 257.4
Restructuring charge 69.8 --
Unusual loss provision -- 17.7
Total expenses 1,430.8 1,230.4
Income from operations 157.3 183.3
Interest Charges and Other:
Long-term debt 90.0 87.7
Short-term debt and other interest 9.2 11.5
Gain on sale of subsidiary stock (47.8) --
Minority interests 1.7 --
Other income, net (17.4) (12.3)
Total interest charges and other 35.7 86.9
Income before income taxes 121.6 96.4
Income taxes 31.1 37.4
Net Income 90.5 59.0
Preference Dividends 6.7 6.7
Earnings Available for Common Shares $ 83.8 $ 52.3
Weighted Average Common Shares Outstanding:
Primary 41.82 35.76
Fully diluted 45.18 36.53
Earnings Per Common Share:
Primary $ 2.00 $ 1.46
Fully diluted $ 1.97 $ 1.45
Cash Dividends Per Common Share $ 1.64 $ 1.60
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
UTILICORP UNITED INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
UtiliCorp United Inc. (herein referred to as "the company") is comprised
of three segments: electric operations, gas operations and energy
related businesses. Each segment is discussed separately in the Results
of Operations section. The Liquidity and Capital Resources section is
prepared on a consolidated basis.
HIGHLIGHTS
Revenues and net income increased for both the three and twelve month periods
ended March 31, 1994. The $16.4 million increase in revenues and the $4.2
million increase in net income for the quarter result primarily from the impact
of slightly colder weather as compared to the prior year combined with improved
performance within the marketing segment of the company's Aquila Energy
subsidiary. The $174.4 million increase in revenues and the $31.5 million
increase in net income for the twelve month period relate primarily to the
factors discussed above, the acquisition of the Nebraska gas system, the warmer
summer weather experienced during 1993 as compared to 1992 and increased
throughput at Aquila Gas Pipeline Corporation.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided from operating activities for the three and twelve months
ended March 31, 1994, was $88.4 million and $226.5 million, respectively,
compared to $145.2 million and $250.0 million for the same period in 1993. The
decreases for both periods are due primarily to changes in working capital
resulting from the effects of winter weather conditions in 1992, 1993 and 1994,
and the timing of construction and other expenditures.
In February 1994, the Board of Directors of UtiliCorp United (the
(Board) authorized the redemption of all outstanding shares of the $1.775
Series Convertible Preference Stock. The preference stock will be redeemed on
May 26, 1994 at a price of $21.60 per share plus accrued dividends. The
preference shares can, at the shareholder's option, be converted to UtiliCorp
common stock at a price $20.6569 per common share. The market value of
UtiliCorp Common Stock at March 31, 1994 was $29.00 per share.
The company has two revolving credit agreements (Agreements) with a consortium
of banks aggregating $400 million. The Agreements support the company's
commercial paper program and provide for additional short-term borrowing
capacity. As of March 31, 1994, the company had no outstanding borrowings under
these Agreements.
The company has agreements with financial institutions to sell, on a
continuing basis, up to $175 million of eligible accounts receivable on a
limited recourse basis. The amount of accounts receivable sold under these
agreements generally fluctuates with the level of the company's accounts
receivable balance. During the first quarter, the company sold an additional
$30.6 million of eligible accounts receivable. The proceeds from these sales
were used primarily to reduce short-term debt incurred for construction and
general corporate purposes.
The company believes that its capital resources are adequate to continue
to meet its capital needs.
<PAGE> 6
RESULTS OF OPERATIONS
ELECTRIC OPERATIONS
The company's electric segment includes the electric operations of
Missouri Public Service, West Kootenay Power, West Virginia Power, and
WestPlains Energy.
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended Ended
March 31, March 31,
<S> <C> <C> <C> <C>
Dollars in Millions
1994 1993 1994 1993
Revenues $ 130.8 $ 130.1 $ 547.5 $ 516.3
Expenses:
Fuel and purchased power 48.1 54.0 191.3 195.6
Other operations and 44.5 39.7 189.1 165.0
maintenance
Depreciation and amortization 12.3 10.9 47.3 42.0
Total expenses 104.9 104.6 427.7 403.6
Income from operations $ 25.9 $ 25.5 $ 119.8 $ 112.7
Electric sales (MWH 000's) 2,485 2,480 9,929 9,322
</TABLE>
Revenues
Electric revenues are based on rates authorized by various
regulatory jurisdictions, which result in differing rate design and
margins.
Electric revenues increased $.7 million and $31.2, respectively,
for the three and twelve month periods ended March 31, 1994, when compared to
the same periods in the previous year. For all twelve month period, the primary
reason for the increase was the more normal summer weather experienced during
1993 as compared to 1992. Unseasonably cool summer weather during 1992 served
to reduce electric revenues. Summer weather returned to near normal in 1993.
Customer growth combined with rate increases at Missouri Public Service, West
Kootenay Power and West Virginia Power also contributed to increased revenues
in both the three and twelve month periods ended March 31, 1994, as compared to
the prior periods. For the three month period, the effect of the rate increases
was offset by a new rate design at Missouri Public Service which became
effective in June 1993. The new rate design increased rates during the summer
when demand is highest and lowered rates in the winter.
Expenses
Electric expenses increased $.3 million and $24.1 million, respectively,
for the three and twelve month periods ended March 31, 1994, when compared to
the same periods last year. Increases in both periods relate primarily to
increased operations and maintenance expenses resulting from increases in
in payroll and other expenses, increased property taxes resulting from higher
tax rates and increased property balances and increased pension and benefit
costs. Depreciation and amortization expenses have also increased for both the
three and twelve month periods due to increased electric plant in service.
<PAGE> 7
GAS OPERATIONS
The company's gas segment includes gas operations of Missouri
Public Service, Kansas Public Service, Peoples Natural Gas, Northern
Minnesota Utilities, Michigan Gas Utilities and West Virginia Power.
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended Ended
March 31, March 31,
<S> <C> <C> <C> <C>
Dollars in Millions
1994 1993 1994 1993
Revenues $ 284.3 $ 276.1 $ 694.4 $ 612.4
Expenses:
Gas purchased for 192.2 186.7 449.0 400.9
resale
Other operations and 36.4 36.0 148.7 124.8
maintenance
Depreciation and 7.3 7.4 28.6 26.0
amortization
Total expenses 235.9 230.1 626.3 551.7
Income from operations $ 48.4 $ 46.0 $ 68.1 $ 60.7
Gas sales and transportation
(BCF) 92.0 89.0 264.0 246.4
</TABLE>
Revenues
Gas revenues are based on rates authorized by various regulatory
jurisdictions, which result in differing rate designs and margins.
Gas revenues increased $8.2 million and $82.0 million, respectively, for the
three and twelve month periods ended March 31, 1994, when compared to the
same periods in the prior year. The increase for the three month period
primary reflects a small increase in gas volumes resulting from customer growth
combined with a slightly colder first quarter as compared to the prior year.
Additionally, a rate increase at Missouri Public Service in September 1993
during late 1992 and the acquisition of the Nebraska gas system of Arkla, Inc.
on February 1, 1993 resulted in the increase in revenues for the twelve month
period. The Nebraska acquisition contributed revenues of $100.4 million during
the current twelve month period, while contributing revenues of $41.8 million
during the twelve month period ended March 31, 1994.
Overall, purchased gas cost increases, which are passed through to ultimate
customers, have increased revenues during the three and twelve month periods
as compared to the previous year; however, income from has not been
significantly affected.
Expenses
Expenses of the gas segment increased for both the three and twelve
month periods. The increase for the three month period is almost exclusively
related to the increase in purchased gas resulting from increased natural gas
prices and the increase in volumes sold over the prior period. The increase for
the twelve month period reflects increased costs associated with the acquisition
discussed above, purchased gas cost increases, inflationary increases in payroll
and other expenses and an increase in depreciation expense due to additional
gas plant placed in service.
<PAGE> 8
ENERGY RELATED BUSINESSES
The energy related businesses segment includes the consolidated
operations of the company's Aquila Energy subsidiary. Aquila is involved in
the gathering, processing and marketing of natural gas, the acquisition and
production of gas and oil reserves and the extraction and sale of
natural gas liquids.
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended Ended
March 31, March 31,
<S> <C> <C> <C> <C>
Dollars in Millions
1994 1993 1994 1993
Revenues $ 82.2 $ 74.7 $ 346.2 $ 285.0
Expenses:
Gas purchases, operations
and maintenance 58.1 51.6 247.4 199.7
Depreciation, depletion 14.8 16.0 59.6 57.7
and amortization
Restructuring charge -- -- 69.8 --
Unusual loss provision -- -- -- 17.7
Total expenses 72.9 67.6 376.8 275.1
Income<loss> from operations $ 9.3 $ 7.1 $ (30.6) $ 9.9
Marketing Volumes (BCF) 81.3 153.5 380.8 576.3
</TABLE>
Revenues
Revenues from Aquila Energy increased $7.5 million and $61.2 million,
respectively, for the three and twelve month periods ended March 31, 1994, as
compared to the same periods ending 1993. The increase for the quarter relates
primarily to higher natural gas prices, increased throughput at Aquila Gas
Pipeline Corporation (AGP) and improved marketing performance. These increases
were partially offset by lower natural gas liquids prices. While marketing
volumes for the quarter were significantly lower than the prior year, marketing
margins were higher. The reduction in volumes and the improved marketing
margins are the result of the revised business strategy adopted by Aquila which
is more fully discussed under the Expenses section. As part of this revised
strategy, Aquila will rely more on long-term sales contracts and focus on higher
margin short-term contracts in its gas marketing activities. While this shift
in strategy has resulted in reduced marketing volumes, it has also resulted in
increased margins.
The increase for the twelve month period also results primarily from an
increase in throughput at AGP combined with the higher natural gas prices
discussed above. The increase in revenues for the twelve month period was also
partially offset by lower natural gas liquids prices.
Expenses
Expenses for the Energy Related Businesses segment increased for both the
three and twelve month periods ended March 31, 1994, as compared to prior year.
The increase for the three month period relates primarily to an increase in gas
purchases associated with the increased throughput at AGP and higher natural gas
prices. Increased gas purchased also contributed to the increase in expenses
for the twelve month period.
<PAGE> 9
The other primary component behind the increased expense level for the twelve
month period is a $69.8 million pre-tax restructuring charge which was
recognized in the fourth quarter of 1993. This charge resulted from the
implementation of a revised business strategy at Aquila and consisted of an
estimated $43.0 million for the disposition of certain non-strategic long-term
sales and transportation contracts, a $16.6 million impairment reserve for non-
strategic offshore pipeline assets, $6.5 million related to the cost of
implementing other programs made necessary by the strategy revision, and $3.7
million related to the write-off of certain non-strategic investments owned
by the company on behalf of Aquila. As of March 31, cash outlays associated
with the restructuring plan have totaled approximatley $15.4 million principally
due to the disposition of one long-term sales contract, the net costs of
maintaining the remaining contracts and other costs of implementing the business
unit restructuring. Aquila is pursuing disposal of the remaining contracts.
Additional cash outlays to complete the restructuring plan of approximately
$30 million are anticipated during the next two years. These additional cash
outlays will be funded from operations and other working capital sources.
Depreciation, depletion and amortization declined for the three month period
ended March 31, 1994 as compared to the prior year due to a decline in gas and
oil production volumes, partially offset by higher depletion rates of gas and
oil reserves. The increase in depreciation, depletion and amortization for the
twelve month period ended March 31, 1994 is primarily due to the higher
depletion rates discussed above.
Unusual loss provision relates to apparent improper payments by former
employees of Aquila Energy Resources Corporation, a wholly-owned subsidiary of
Aquila Energy Corporation, during the course of transactions to acquire certain
natural gas and oil properties. In the second and third quarters of 1992, the
company recognized $17.7 million in pre-tax charges against earnings ($11.3
million after tax).
INTEREST CHARGES AND OTHER
Interest expense for the quarter ended March 31, 1994 decreased by $.6 million
as compared to the prior year. This reduction is primarily attributable to
reduced rates of interest accomplished through a debt refinancing in April 1993.
Interest charges for the twelve month period ended March 31, 1994 remained
stable with the levels incurred in the prior year.
Other income, net increased $1.0 million and $5.1 million, respectively, for
the three and twelve months ended March 31, 1994, when compared to the same
periods last year. In the first quarter of 1993, the company adjusted the
carrying value of certain miscellaneous investments. This adjustment
contributed to the increase for both the three and twelve month periods.
Increased earnings from the company's natural gas marketing venture in
United Kingdom and an increase in interest income also contributed to the
increase for the twelve month period.
<PAGE> 10
REGULATORY MATTERS
In November 1993, West Kootenay Power filed a request with the British
Columbia Utilities Commission for a two-step rate adjustment, primarily for
increased purchased power costs and other operating expense increases. The
requests for $6.0 million and $5.1 million in 1994 and 1995, respectivley,
would increase existing rates 7.6% and 5.6%. On January 1, 1994, West
Kootenay Power was allowed to implement an interim increase of $4.5 million
subject to refund. Through March 31, 1994, West Kootenay Power had collected
approximately $1.3 million of revenue subject to refund. Final decisions
are expected regarding both requests during the second quarter of 1994.
<PAGE> 11
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
DOLLARS IN MILLIONS 1994 1993
(unaudited)
<S> <C> <C>
UTILITY PLANT AND OTHER ASSETS
Utility Plant in Service:
Electric $ 1,531.0 $ 1,526.6
Gas 896.7 896.3
Less-accumulated depreciation 877.3 865.0
Net utility plant in service 1,550.4 1,557.9
Construction work in progress 23.9 22.3
Total utility plant, net 1,574.3 1,580.2
Non-Regulated Property, Net:
Energy related 486.1 498.0
Non-regulated generating assets and other 197.1 183.6
Total non-regulated property 683.2 681.6
Current Assets:
Cash and cash equivalents 53.8 70.3
Accounts receivable, net 164.4 158.0
Accrued utility revenues 57.0 76.6
Fuel inventory, at average cost 35.4 63.1
Materials and supplies, at average cost 38.9 38.7
Prepayments and other 36.9 31.4
Total current assets 386.4 438.1
Deferred Charges 173.9 150.6
Total Utility Plant and Other Assets $ 2,817.8 $ 2,850.5
CAPITALIZATION AND LIABILITIES
Capitalization:
Common shareholders' equity $ 889.8 $ 851.7
Preference stock, not mandatorily redeemable 25.0 25.0
Preference stock, convertible and mandatorily redeemable 30.5 58.5
Preferred stock of subsidiary, retractable .4 .4
Long-term debt 1,002.7 1,009.7
Total capitalization 1,948.4 1,945.3
Current Liabilities:
Current maturities of long-term debt 9.8 1.8
Short-term debt 25.3 70.0
Accounts payable 340.1 392.5
Accrued taxes 31.1 9.3
Accrued interest 26.2 20.1
Other 75.5 52.1
Total current liabilities 508.0 545.8
Deferred Credits and Liabilities:
Deferred income tax liabilities 230.5 231.9
Investment tax credits 21.9 22.1
Minority interests 28.1 27.2
Other 80.9 78.2
Total deferred credits and liabilities 361.4 359.4
Total Capitalization and Liabilities $ 2,817.8 $ 2,850.5
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 12
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENTS OF CAPITALIZATION
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
DOLLARS IN MILLIONS, EXCEPT SHARES 1994 1993
(unaudited)
<S> <C> <C>
Common Shareholders' Equity:
Common stock, par value $1 per share, authorized
100,000,000 shares, outstanding 43,379,670 shares
(42,021,160 at December 31, 1993) $ 43.4 $ 42.0
Premium on capital stock 745.4 722.4
Retained earnings 112.2 93.4
Currency translation adjustment (11.2) (6.1)
Total common shareholders' equity 889.8 851.7
Preference Stock, not mandatorily redeemable,
$2.05 series, without par value, authorized
10,000,000 shares, outstanding 1,000,000 shares 25.0 25.0
Preference Stock, convertible and mandatorily
redeemable, $1.775 series, outstanding 1,551,302
shares (2,885,000 at December 31, 1993) 30.5 58.5
Preferred Stock of Subsidiary, retractable .4 .4
Long-Term Debt:
First mortgage bonds 36.1 36.1
Senior notes 875.0 875.0
Secured debentures 55.6 57.9
Subordinated debentures 22.9 23.9
Notes and other obligations 22.9 18.6
1,012.5 1,011.5
Less current maturities 9.8 1.8
Total long-term debt 1,002.7 1.009.7
Total Capitalization $ 1,948.4 $ 1,945.3
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 13
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
DOLLARS IN MILLIONS 1994 1993
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 39.0 $ 34.8
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 38.2 36.8
Deferred taxes and investment tax credits (1.7) 14.4
Changes in certain current assets and liabilities
net of effects of acquisition:
Accounts receivable and accrued revenues (17.4) 54.6
Accounts receivable sold 30.6 --
Fuel and materials 27.5 33.7
Accounts payable (52.4) (36.4)
Accrued taxes 21.7 5.7
Other, including purchased gas adjustment 24.2 16.1
Changes in other assets and liabilities, net (21.3) (14.5)
Cash provided from operating activities 88.4 145.2
Cash Flows From Investing Activities:
Additions to utility plant (21.2) (32.9)
Purchase of utility operations -- (99.0)
Investment in non-regulated generating assets (.7) (5.1)
Investments in energy related properties (11.0) (20.7)
Other (12.6) (4.4)
Cash used for investing activities (45.5) (162.1)
Cash Flows From Financing Activities:
Issuance of common stock .2 142.2
Issuance of long-term debt, net of premium paid 4.5 128.5
Retirement of long-term debt (.1) (1.6)
Short-term borrowings (repayments), net (44.8) (230.9)
Cash dividends paid (19.2) (18.0)
Cash provided from (used for) financing activities (59.4) 20.2
Increase (decrease) in cash and cash equivalents (16.5) 3.3
Cash and cash equivalents at beginning of period 70.3 18.7
Cash and Cash Equivalents at End of Period $ 53.8 $ 22.0
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for -
Interest, net of amount capitalized $ 17.4 $ 12.0
Income taxes 1.2 1.3
Liabilities Assumed In Acquisition -
Fair value of assets acquired $ -- $ 106.3
Cash paid for acquisition -- 99.0
Liabilities assumed -- 7.3
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 14
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
MARCH 31,
DOLLARS IN MILLIONS 1994 1993
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 90.5 $ 59.0
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 146.3 134.5
Gain on sale of subsidiary stock (47.8) --
Restructuring charge 69.8 --
Unusual loss provision -- 17.7
Deferred taxes and investment tax credits 1.1 38.2
Changes in certain current assets and liabilities
net of effects of acquisition and restructuring:
Accounts receivable and accrued revenues (25.2) (70.9)
Accounts receivable sold 19.7 17.0
Fuel and materials (13.8) 4.8
Accounts payable (2.1) 104.9
Accrued taxes 7.0 (17.6)
Other, including purchased gas adjustment 3.1 (11.9)
Changes in other assets and liabilities, net (22.1) (25.7)
Cash provided from operating activities 226.5 250.0
Cash Flows From Investing Activities:
Additions to utility plant (128.8) (161.1)
Purchase of utility operations -- (99.0)
Sale of subsidiary stock 74.6 --
Investment in non-regulated generating assets (24.4) (19.9)
Investments in energy related properties (84.8) (59.0)
Other .5 (11.3)
Cash used for investing activities (162.9) (350.3)
Cash Flows From Financing Activities:
Issuance of common stock 31.5 155.8
Retirement of preference stock (9.1) --
Issuance of long-term debt, net of premium paid 93.6 240.5
Retirement of long-term debt (97.8) (133.1)
Short-term borrowings (repayments), net 25.2 (110.6)
Cash dividends paid (75.2) (64.8)
Cash provided from (used for) financing activities (31.8) 87.8
Increase (decrease) in cash and cash equivalents 31.8 (12.5)
Cash and cash equivalents at beginning of period 22.0 34.5
Cash and Cash Equivalents at End of Period $ 53.8 $ 22.0
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for -
Interest, net of amount capitalized $ 99.9 $ 99.5
Income taxes 24.4 16.6
Liabilities Assumed In Acquisition -
Fair value of assets acquired $ -- $ 106.3
Cash paid for acquisition -- 99.0
Liabilities assumed -- 7.3
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 15
UTILICORP UNITED INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
(1) Summary of Significant Accounting Policies: The accompanying
unaudited condensed consolidated financial statements have been prepared
in accordance with the accounting policies described in the consolidated
financial statements and related notes included in the company's 1993
Annual Report to Shareholders incorporated by reference in the company's
1993 Form 10-K. It is suggested that those consolidated financial
statements be read in conjunction herewith. The year-end financial
statements presented were derived from the company's audited financial
statements, but do not include all disclosures required by generally
accepted accounting principles. In the opinion of management, the
accompanying condensed consolidated financial statements reflect all
adjustments necessary for a fair representation of the financial
position of the company and the results of its operations.
(2) In February 1994, the Board of Directors of UtiliCorp United (the Board)
authorized the redemption of all outstanding shares of the $1.775 Series
Convertible Preference Stock. The preference stock will be redeemed on May 26,
1994 at a price of $21.60 per share plus accrued dividends. The preference
shares can, at the shareholder's option, be converted to UtiliCorp common stock
at a price of $20.6569 per common share. The market value of UtiliCorp Common
Stock at March 31, 1994 was $29.00 per share.
During the first quarter of 1994, approximately 1.3 million shares of the
company's $1.775 Series Convertible Preference Stock were converted into
approximately 1.3 million shares of UtiliCorp common stock.
<PAGE> 16
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
On March 31, 1994, UtiliCorp and Aquila reached a settlement with Vincent F.
Marquez, Jr., a former Vice President of Aquila Energy Resources, Inc., and one
of the defendants in UtiliCorp United Inc., et al, v. Stegall et al. Mr. Marquez
admitted his responsibility for the misappropriations alleged in the lawsuit and
agreed to an entry of judgment against him in the amount of approximately $16
million. Pursuant to the settlement agreement, the court entered judgment
against Marquez on April 6, 1994. Under the terms of the settlement agreement,
plaintiffs dismissed their claims against Marquez's wife, Sonja Lonevik Marquez,
and the corporation owned by Mr. and Mrs. Marquez, Marquez Ranch, Inc.. In
addition, counterclaims against UtiliCorp and Aquila were dismissed. The real
property owned by Marquez Ranch was transferred to plaintiffs as part of the
settlement. UtiliCorp believes such real property may have a value of
approximately $750,000. UtiliCorp is unable to predict what amount of the
judgement, if any, it will be able to collect. Claims against all remaining
defendants will continue to be vigorously pursued by the company.
Item 4. Submission of Matters to a Vote of Securities Holders
The Registrant held its Annual meeting of Stockholders on May 4, 1994. The
following item was voted upon:
Stockholders elected Mr. Richard C. Green, Jr., Mrs. Avis G. Tucker and Mr.
L. Patton Kline to hold the office as Directors of the company for the term of
three (3) years.
The vote for Mr. Green was 35,904,041 for, none against, 293,456 withheld,
no abstentions and no broker non-votes.
The vote for Mrs. Tucker was 35,822,814 for, none against, 374,683 withheld,
no abstentions and no broker non-votes.
The vote for Mr. Kline was 35,896,927 for, none against, 300,570 withheld,
no abstentions and no broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits
11 Statement regarding Computation of Per Share Earnings
27(a) Financial Data Schedule - For the Quarterly Period Ended
March 31, 1994
27(b) Financial Data Schedule - For the Twelve Month Period Ended
March 31, 1994
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the three
month period ended March 31, 1994
<PAGE> 17
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.
UtiliCorp United Inc.
(Registrant)
May 13, 1994 /S/Richard C. Green, Jr.
-------------------------
Richard C. Green, Jr.
Chairman of the Board, President
(Chief Executive Officer)
May 13, 1994 /S/Dale J. Wolf
-------------------------
Dale J. Wolf
Vice President
Finance & Corporate Secretary
<PAGE> 18
UTILICORP UNITED INC.
COMPUTATION OF EARNINGS PER SHARE
(in millions except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
March 31, March 31,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Line No.
EARNINGS AVAILABLE FOR COMMON SHARE:
(a) Earnings available for common shares as reported $ 37.4 $ 33.0 $ 83.8 $ 52.3
(b) Elimination of interest on convertible subordinated
debentures, net of tax .1 .2 .6 .8
(c) Elimination of dividens on cumulative
convertible preference stock 1.1 1.3 4.6 --
(d) Fully Diluted Earnings Available $ 38.6 $ 34.5 $ 89.0 $ 53.1
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
(e) Primary weighted average shares outstanding as reported 42.28 37.97 41.82 35.76
Assumed conversion of convertible subordinated
(f) debentures .58 .69 .63 .77
Assumed conversion of cumulative convertible
(g) preference shares 2.34 2.90 2.73 --
(h) Fully Diluted Weighted Average Shares Outstanding 45.20 41.56 45.18 36.53
EARNINGS PER COMMON SHARE:
Primary (a/e) $ .88 $ .87 $ 2.00 $ 1.46
Fully Diluted (d/h) .85 .83 1.97 1.45
</TABLE>
<PAGE> 19
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
Exhibit 27(a)
UtiliCorp United, Inc.
Financial Data Schedule
Form 10Q - For the Quarterly Period Ended March 31, 1994
<CAPTION>
<S> <C>
Item Number Item Description Amount
IN MILLIONS, EXCEPT PER SHARE DATA
1 Total net utility plant $1,574.3
2 Other property and investments 683.2
3 Total current assets 386.4
4 Total deferred charges 173.9
5 Balancing amount for total assets -
6 Total assets 2,817.8
7 Common stock 43.4
8 Capital Surplus, paid in 745.4
9 Retained Earnings 112.2
10 Total common stockholders equity 901.0
11 Preferred stock subject to mandatory redemption -
12 Preferred stock not subject to mandatory redemption 25.4
13 Long term debt, net 997.9
14 Short term notes 25.3
15 Notes payable -
16 Commercial paper -
17 Long term debt - current portion 9.1
18 Preferred stock - current portion 30.5
19 Obligations under capital leases 4.8
20 Obligations under capital leases - current portion .7
21 Balancing amount for capitalization and liabilities 823.1
22 Total capitalization and liabilities 2,817.8
23 Gross operating revenue 497.3
24 Federal and State income taxes expense 20.9
25 Other operating expenses 413.7
26 Total operating expenses 434.6
27 Operating income (loss) 62.7
28 Other income (loss), net .8
29 Income before interest charges 63.5
30 Total interest charges 24.5
31 Net income 39.0
32 Preferred stock dividends 1.6
33 Earnings available for common stock 37.4
34 Common stock dividends 17.6
35 Total annual interest charges on all bonds 85.2
36 Cash flow from operations 88.4
37 Earnings per share - primary $ .88
38 Earnings per share - fully diluted .85
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
UtiliCorp United, Inc.
Financial Data Schedule
Form 10Q - For the Twelve Month Period Ended March 31, 1994
<CAPTION>
<S> <C>
Item Number Item Description Amount
IN MILLIONS, EXCEPT PER SHARE DATA
1 Total net utility plant $1,574.3
2 Other property and investments 683.2
3 Total current assets 386.4
4 Total deferred charges 173.9
5 Balancing amount for total assets -
6 Total assets 2,817.8
7 Common stock 43.4
8 Capital Surplus, paid in 745.4
9 Retained Earnings 112.2
10 Total common stockholders equity 901.0
11 Preferred stock subject to mandatory redemption -
12 Preferred stock not subject to mandatory redemption 25.4
13 Long term debt, net 997.9
14 Short term notes 25.3
15 Notes payable -
16 Commercial paper -
17 Long term debt - current portion 9.1
18 Preferred stock - current portion 30.5
19 Obligations under capital leases 4.8
20 Obligations under capital leases - current portion .7
21 Balancing amount for capitalization and liabilities 823.1
22 Total capitalization and liabilities 2,817.8
23 Gross operating revenue 1,588.1
24 Federal and State income taxes expense 46.7
25 Other operating expenses 1,430.8
26 Total operating expenses 1,477.5
27 Operating income (loss) 110.6
28 Other income (loss), net 79.1
29 Income before interest charges 189.7
30 Total interest charges 99.2
31 Net income 90.5
32 Preferred stock dividends 6.7
33 Earnings available for common stock 83.8
34 Common stock dividends 68.5
35 Total annual interest charges on all bonds 85.2
36 Cash flow from operations 226.5
37 Earnings per share - primary $ 2.00
38 Earnings per share - fully diluted 1.97
