<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 June 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 1-3562
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 August 3, 1994
Common Stock, $1 par value 44,819,391
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Information regarding the condensed consolidated financial statements is set
forth on pages 3 through 5 and pages 12 through 16.
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 6 through 11.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal proceedings can be found on page 18.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
See information provided in Item 4 of Part II in the Form 10-Q for the first
quarter of 1994.
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 18.
<PAGE> 3
PART 1
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
IN MILLIONS, EXCEPT PER SHARE DATA 1994 1993
<S> <C> <C>
Revenues:
Electric operations $137.1 $127.0
Gas operations 96.9 120.3
Energy related businesses 77.6 82.1
Total revenues 311.6 329.4
Expenses:
Fuel used for generation 17.9 17.7
Power purchased 27.8 25.9
Gas purchased for resale 53.9 74.7
Other operating 55.3 56.0
Maintenance 12.7 11.1
Depreciation and amortization 19.8 18.5
Taxes, other than income taxes 17.9 16.9
Energy related businesses 71.6 74.0
Total expenses 276.9 294.8
Income from operations 34.7 34.6
Interest Charges and Other:
Long-term debt 21.9 23.5
Short-term debt and other interest 2.9 1.2
Minority interests .7 --
Other (income) expense, net (3.1) (2.0)
Total interest charges and other 22.4 22.7
Income before income taxes 12.3 11.9
Income taxes 4.9 4.6
Net Income 7.4 7.3
Preference Dividends .8 1.8
Earnings Available for Common Shares $6.6 $5.5
Weighted Average Common Shares Outstanding:
Primary 44.38 41.26
Fully diluted 44.38 41.26
Earnings Per Common Share:
Primary $ .15 $ .13
Fully diluted .15 .13
Cash Dividends Per Common Share $ .42 $ .40
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
PART 1
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
IN MILLIONS, EXCEPT PER SHARE DATA 1994 1993
<S> <C> <C>
Revenues:
Electric operations $267.9 $257.1
Gas operations 381.2 396.4
Energy related businesses 159.9 156.8
Total revenues 809.0 810.3
Expenses:
Fuel used for generation 37.0 28.4
Power purchased 56.7 69.2
Gas purchased for resale 246.2 261.4
Other operating 105.8 102.5
Maintenance 24.2 21.5
Depreciation and amortization 39.5 36.8
Taxes, other than income taxes 36.7 35.7
Energy related businesses 144.5 141.6
Total expenses 690.6 697.1
Income from operations 118.4 113.2
Interest Charges and Other:
Long-term debt 43.9 44.9
Short-term debt and other interest 5.5 4.9
Minority interests 1.6 -
Other income, net (7.0) (4.9)
Total interest charges and other 44.0 44.9
Income before income taxes 74.4 68.3
Income taxes 28.0 26.2
Net Income 46.4 42.1
Preference Dividends 2.4 3.7
Earnings Available for Common Shares $ 44.0 $ 38.4
Weighted Average Common Shares Outstanding:
Primary 43.33 39.61
Fully diluted 43.90 43.19
Earnings Per Common Share:
Primary 1.02 $ .97
Fully diluted 1.01 .96
Cash Dividends Per Common Share $ .84 $ .80
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
PART 1
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
JUNE 30,
IN MILLIONS, EXCEPT PER SHARE DATA 1994 1993
<S> <C> <C>
Revenues:
Electric operations $ 557.6 $ 525.1
Gas operations 671.0 651.7
Energy related businesses 341.7 312.7
Total revenues 1,570.3 1,489.5
Expenses:
Fuel used for generation 81.4 69.2
Power purchased 111.9 126.9
Gas purchased for resale 428.2 428.6
Other operating 216.8 196.8
Maintenance 49.9 40.4
Depreciation and amortization 77.1 69.6
Taxes, other than income taxes 73.1 66.6
Energy related businesses 304.6 281.9
Restructuring charge 69.8 --
Unusual loss provision -- 6.1
Total expenses 1,412.8 1,286.1
Income from operations 157.5 203.4
Interest Charges and Other:
Long-term debt 88.3 88.3
Short-term debt and other interest 10.9 9.5
Gain on sale of subsidiary stock (47.8) --
Minority interests 2.4 --
Other income, net (18.3) (12.0)
Total interest charges and other 35.5 85.8
Income before income taxes 122.0 117.6
Income taxes 31.4 45.0
Net Income 90.6 72.6
Preference Dividends 5.6 7.0
Earnings Available for Common Shares $ 85.0 $ 65.6
Weighted Average Common Shares Outstanding:
Primary 42.60 37.35
Fully diluted 45.29 38.07
Earnings Per Common Share:
Primary $ 1.99 $ 1.76
Fully diluted 1.97 1.74
Cash Dividends Per Common Share $ 1.66 $ 1.60
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
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
Net income increased for each of the three, six and twelve month periods
ended June 30, 1994, as compared to the same periods in 1993. The increases
for both the three and six month periods relate primarily to increased
contributions from the company's electric utilities and its non-regulated
UtilCo Group subsidiary. The improvement within the company's electric
utilities is the result of warmer than normal early summer weather
throughout much of UtiliCorp's electric service territory, while UtilCo Group
is showing improved results at several of its non-utility power generation
plants. The increase for the twelve month period is primarily the result of
slightly increased contributions from each of UtiliCorp's three business
segments; electric, gas and energy related.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided from operating activities for the three month period ended
June 30, 1994 increased $25.2 million compared to the same period in the prior
year. This increase is primarily attributable to increased collections on
accounts receivable during the 1994 quarterly period. These increased
collections resulted primarily from increased sales volumes at the company's
natural gas marketing venture in the United Kingdom. Cash provided from
operating activities for the six and twelve month periods ending June 30, 1994
decreased $27.1 million and $8.5 million respectively, as compared to the same
periods 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.
Cash used for investing activities consists primarily of utility construction
expenditures and investments in energy related properties. Additionally,
during the first quarter 1993 the company purchased the Nebraska gas system of
Arkla, Inc., and during the fourth quarter 1993, the company sold a portion of
the stock of an indirect subsidiary to the public. The timing of these
transactions is responsible for most of the variances noted between years.
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 majority of the outstanding shares were
converted to UtiliCorp common stock based on a conversion price of $20.6569
per common share, with any remaining shares not converted being redeemed on
May 26, 1994 at a price of $21.60 per share plus accrued dividends. The market
value of UtiliCorp common stock at June 30, 1994 was $28.50 per share.
<PAGE> 7
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 June 30, 1994, the company had no outstanding
borrowings under these Agreements.
As of June 30, 1994, the company had agreements with financial institutions
to sell, on a continuing basis, up to $175 million of eligible accounts
receivable on a limited resource basis. During July 1994, the agreements
were revised to allow the sale of up to $205 million of eligible accounts
receivable. The amount of accounts receivable sold under these agreements
generally fluctuates with the level of the company's accounts receivable
balance. During the second quarter, the company reduced the balance of
accounts receivable sold by $34.0 million to $135.7 million.
The company believes that its capital resources are adequate to continue to
meet its capital needs.
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 Ended Six Months Ended Twelve Months Ended
June 30, June 30, June 30,
<S> <C> <C> <C> <C> <C> <C>
Dollars in Millions 1994 1993 1994 1993 1994 1993
Revenues $137.1 $127.0 $267.9 $257.1 $557.6 $525.1
Expenses:
Fuel and purchased power 45.7 43.6 93.7 97.6 193.3 196.1
Other operations and maintenance 49.3 46.6 93.8 87.0 193.7 170.7
Depreciation and amortization 12.3 11.0 24.6 21.8 48.7 42.2
Total expenses 107.3 101.2 212.1 206.4 435.7 409.0
Income from operations $ 29.8 $ 25.8 $ 55.8 $ 50.7 121.9 $116.1
Electric sales (MWH 000's) 2,432 2,270 4,918 4,750 10,092 9,525
</TABLE>
Electric Revenues
Electric revenues are based on rates authorized by various regulatory
jurisdictions, which result in differing rate design and margins.
Increases for all three periods reflect the warmer than normal early summer
weather experienced throughout much of the company's service territory. The
increase for the twelve month period also reflects the more normal summer
weather experienced during 1993 as compared to 1992. Customer growth and
rate increases at Missouri Public Service, West Kootenay Power and West
Virginia Power also contributed to increased revenues in all periods presented.
Revenues were also positively impacted by the new rate design at Missouri
Public Service which became effective in June 1993. The new rate design
results in increased rates during periods of high demand and decreased rates
during periods of low demand.
<PAGE> 8
Electric Expenses
Electric expenses increased $6.1 million, $5.7 million and $26.7 million,
respectively, for the three, six and twelve month periods ended June 30, 1994,
when compared to the same periods in 1993. Increases in all three periods
relate primarily to increased operations and maintenance expense, resulting
from payroll and other cost increases, increased maintenance expenditures
and increased pension and benefit costs. The company has also experienced
an increase in property taxes due to higher tax rates and increased property
balances. Depreciation and amortization expenses have also increased for
all periods presented as a result of an increase in electric plant in service.
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 Ended Six Months Ended Twelve Months Ended
June 30, June 30 June 30,
<S> <C> <C> <C> <C> <C> <C>
Dollars in Millions 1994 1993 1994 1993 1994 1993
Revenues $ 96.9 $120.3 $381.2 $396.4 $671.0 $651.7
Expenses:
Gas purchased for resale 53.9 74.7 246.2 261.4 428.2 428.6
Other operations and maintenance 36.6 37.4 72.9 72.7 146.1 133.1
Depreciation and amortization 7.5 7.5 14.9 15.0 28.4 27.4
Total expenses 98.0 119.6 334.0 349.1 602.7 589.1
Income(loss) from operations $ (1.1) $ 0.7 $ 47.2 $ 47.3 68.3 $ 62.6
Gas sales and transportation (BCF) 51.7 50.5 143.7 139.5 265.2 252.2
</TABLE>
Gas Revenues
Gas revenues are based on rates authorized by various regulatory
jurisdictions, which result in differing rate designs and margins.
Gas revenues decreased $23.4 million and $15.2 million respectively, for the
three and six month periods ended June 30, 1994, when compared to the same
periods in the prior year. Gas revenues for the twelve month period ended
June 30, 1994 increased $19.3 million over the same period in the prior year.
The decrease in revenues for both the three and six month periods relates
primarily to customers switching from tariff sales to transportation sales.
While this switching has reduced revenues, it has had no significant impact
on income from operations. Warmer early summer weather during the second
quarter of 1994 as compared to the second quarter of 1993 also resulted in
decreased revenues. For the twelve month period ended June 30, 1994, these
factors were more than offset by several rate increases implemented during
late 1992 and 1993, and the acquisition of the Nebraska gas system of Arkla,
Inc. on February 1, 1993. The Nebraska acquisition contributed revenues
of $94.9 million during the current twelve month period, while contributing
revenues of $56.6 million during the twelve month period ended June 30, 1993.
<PAGE> 9
Gas Expenses
Gas purchased for resale decreased $20.8 million and $15.2 million
respectively, for the three and six month periods ended June 30, 1994, when
compared to the same periods in the prior year. Similar to the reduction
in gas revenues discussed above, these decreases relate primarily to customers
swtiching from tariff sales to transportation sales. Other expenses of the
gas segment for the three and six month periods have remained relatively
level when compared to the prior year. Gas expenses for the twelve month
period ended June 30, 1994 increased $13.6 over the same period in the prior
year. The increase for the twelve month period reflects increased costs and
depreciation associated with the acquisition discussed above.
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, acquisition and production of gas and
oil reserves and extraction and sale of natural gas liquids.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Twelve Months Ended
June 30, June 30, June 30,
<S> <C> <C> <C> <C> <C> <C>
Dollars in Millions 1994 1993 1994 1993 1994 1993
Revenues $ 77.6 $ 82.1 $159.9 $156.8 $341.7 $312.7
Expenses:
Gas purchases, operations and maintenance 56.0 59.3 114.0 110.9 244.1 224.4
Depreciation, depletion and amortization 15.6 14.7 30.5 30.7 60.5 57.5
Restructuring charge -- -- -- -- 69.8 --
Unusual loss provision -- -- -- -- -- 6.1
Total expenses 71.6 74.0 144.5 141.6 374.4 288.0
Income<loss> from operations $ 6.0 $ 8.1 $ 15.4 $ 15.2 $(32.7) $ 24.7
Marketing Volumes (BCF) 78.9 107.0 160.2 260.5 352.7 553.2
</TABLE>
Energy Related Businesses Revenues
Revenues from Aquila Energy decreased $4.5 million during the three month
period ended June 30, 1994 as compared to the prior year. The primary reason
for this decline is lower natural gas and natural gas liquids prices, offset
partially by improved marketing performance. Compared to the prior year,
natural gas prices for the quarter had declined approximately 7%, while
natural gas liquids prices had declined approximately 18%. Although marketing
volumes for all periods presented were lower than the prior year, marketing
margins were higher. The reduction in marketing volumes and the improved
marketing margins are the result of the revised business strategy adopted
by Aquila which is more fully discussed below. 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.
<PAGE> 10
Revenues for the six and twelve month periods ended June 30, 1994 increased
$3.1 million and $29 million, respectively, as compared to the same periods for
1993. The increase for the six month period relates primarily to the improved
marketing performance discussed previously. For the twelve month period,
the improved marketing performance, increased throughput at Aquila Gas
Pipeline Corporation (AGP) and higher natural gas prices as compared to the
prior year all contributed to the increase in revenues. For both the six
and twelve month periods the increase in revenues was partially offset by
lower natural gas liquids prices.
Energy Related Businesses Expenses
Consistent with the decline in revenues, expenses for the Energy Related
Businesses segment declined by $2.4 million for the three month period ended
June 30, 1994 as compared to the prior year. This decrease in expenses is
attributable to a decrease in the cost of gas purchased resulting from the
decline in gas prices discussed previously, partially offset by an increase
in operations and maintenance expenses.
Expenses for the six and twelve month periods ended June 30, 1994 increased
$2.9 million and $86.4 million compared to the same periods in 1993. The
increase for the six month period relates to an increase in operations and
maintenance expenses. Gas purchased increased during the twelve month period
ending June 30, 1994 as compared to the prior year due to increased throughput
at AGP and higher natural gas prices.
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 June 30, cash outlays associated
with the restructuring plan have totaled approximately $17.8 million,
primarily 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 $29 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 increased for the three month
period ended June 30, 1994 as compared to the prior year due to higher
depletion rates of gas and oil reserves. These higher depletion rates also
increased depreciation, depletion and amortization for both the six and
twelve month periods ended June 30, 1994 as compared to the prior year.
However, the increase for the six month period was more than offset by a
reduction in depreciation, depletion and amortization resulting from a
decline in gas and oil production volumes.
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 third quarter of 1992, the
company recognized $6.1 million in pre-tax charges against earnings
($3.9 million after tax).
<PAGE> 11
INTEREST CHARGES AND OTHER
Interest expense for all periods presented has remained relatively unchanged
from the levels of the prior year.
Other income, net increased $1.1 million, $2.1 million and $6.3 million,
respectively, for the three, six and twelve month periods ended June 30, 1994,
when compared to the same periods in 1993. The increase for the quarter is
primarily attributable to improved operating results within the company's
non-regulated UtilCo Group subsidiary. UtilCo Group's improved results as
well as an increased contribution to earnings from the company's natural
gas marketing venture in the United Kingdom were the primary contributors to
the increase for the six month period. In the first quarter of 1993, the
company adjusted the carrying value of certain miscellaneous investments.
This adjustment contributed to the increase for the twelve month period.
Increased earnings from the company's subsidiary in the United Kingdom and
an increase in interest income also contributed to the increase for the
twelve month period.
REGULATORY MATTERS
In June 1994, the company's West Kootenay Power subsidiary was granted a
two-step electric rate increase of 2.4%, or $1.9 million per year, effective
January 1, 1994, and 3.1%, or $2.7 million per year, effective January 1,
1995. The increases are necessary to offset increased purchased power
costs and other operating expense increases. West Kootenay Power
originally requested increases of $6.0 million in 1994 and $5.1 million in
1995, and had been allowed to implement an interim increase of $4.5 million
subject to refund. As a result of the June decision, a $1.2 million rate
refund will be granted to customers of West Kootenay Power. A provision for
this refund was established in June 1994.
<PAGE> 12
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
DOLLARS IN MILLIONS 1994 1993
<S> (unaudited)
<C> <C>
UTILITY PLANT AND OTHER ASSETS
Utility Plant in Service:
Electric $ 1,538.0 $ 1,526.6
Gas 902.7 896.3
2,440.7 2,422.9
Less-accumulated depreciation 893.0 865.0
Net utility plant in service 1,547.7 1,557.9
Construction work in progress 36.4 22.3
Total utility plant, net 1,584.1 1,580.2
Non-Regulated Property, Net:
Energy related 499.7 498.0
Non-regulated generating assets and other 203.5 183.6
Total non-regulated property 703.2 681.6
Current Assets:
Cash and cash equivalents 95.3 70.3
Accounts receivable, net 115.0 158.0
Accrued utility revenues 39.8 76.6
Fuel inventory, at average cost 54.1 63.1
Materials and supplies, at average cost 39.4 38.7
Prepayments and other 32.7 31.4
Total current assets 376.3 438.1
Deferred Charges 175.3 150.6
Total Utility Plant and Other Assets $ 2,838.9 $ 2,850.5
CAPITALIZATION AND LIABILITIES
Capitalization:
Common shareholders' equity $ 907.5 $ 851.7
Preference stock, not mandatorily redeemable 25.0 25.0
Preference stock, convertible and mandatorily redeemable -- 58.5
Preferred stock of subsidiary, retractable .4 .4
Long-term debt 998.3 1,009.7
Total capitalization 1,931.2 1,945.3
Current Liabilities:
Current maturities of long-term debt 5.5 1.8
Short-term debt 110.1 70.0
Accounts payable 311.4 392.5
Accrued taxes 22.3 9.3
Accrued interest 20.8 20.1
Other 68.9 52.1
Total current liabilities 539.0 545.8
Deferred Credits and Liabilities:
Deferred income tax liabilities 235.0 231.9
Investment tax credits 21.6 22.1
Minority interests 27.4 27.2
Other 84.7 78.2
Total deferred credits and liabilities 368.7 359.4
Total Capitalization and Liabilities $ 2,838.9 $ 2,850.5
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 13
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENTS OF CAPITALIZATION
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
DOLLARS IN MILLIONS, EXCEPT SHARES 1994 1993
<S> <C> <C>
(unaudited)
Common Shareholders' Equity:
Common stock, par value $1 per share, authorized
100,000,000 shares, outstanding 44,804,935 shares
(42,021,160 at December 31, 1993) $ 44.8 $ 42.0
Premium on capital stock 773.4 722.4
Retained earnings 99.6 93.4
Currency translation adjustment (10.3) (6.1)
Total common shareholders' equity 907.5 851.7
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, no outstanding
shares (2,885,000 at December 31, 1993) -- 58.5
Preferred Stock of Subsidiary, retractable .4 .4
Long-Term Debt:
First mortgage bonds 26.8 36.1
Senior notes 875.0 875.0
Secured debentures 55.4 57.9
Subordinated debentures 21.8 23.9
Notes and other obligations 24.8 18.6
1,003.8 1,011.5
Less current maturities 5.5 1.8
Total long-term debt 998.3 1,009.7
Total Capitalization $ 1,931.2 $ 1,945.3
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 14
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
June 30,
DOLLARS IN MILLIONS 1994 1993
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 7.4 $ 7.3
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 38.8 37.4
Deferred taxes and investment tax credits 4.2 12.7
Changes in certain current assets and liabilities:
Accounts receivable and accrued revenues 100.6 69.9
Accounts receivable sold (34.0) (19.8)
Fuel and materials (19.3) (14.4)
Accounts payable (28.8) (24.0)
Accrued taxes (8.8) (21.3)
Other, including purchased gas adjustment (9.2) (7.2)
Changes in other assets and liabilities, net (2.5) (17.4)
Cash provided from operating activities 48.4 23.2
Cash Flows From Investing Activities:
Additions to utility plant (30.0) (30.5)
Investment in non-regulated generating assets -- (.2)
Investments in energy related properties (28.2) (19.0)
Other (5.1) 4.2
Cash used for investing activities (63.3) (45.5)
Cash Flows From Financing Activities:
Issuance of common stock .2 24.2
Retirement of Preference Stock (.9) - -
Issuance of long-term debt, net of premium paid 1.4 71.1
Retirement of long-term debt (9.5) (68.2)
Short-term borrowings, net 84.9 21.5
Cash dividends paid (19.7) (18.4)
Cash provided from financing activities 56.4 30.2
Increase in cash and cash equivalents 41.5 7.9
Cash and cash equivalents at beginning of period 53.8 22.0
Cash and Cash Equivalents at End of Period $ 95.3 $ 29.9
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for -
Interest, net of amount capitalized $ 28.8 $ 29.9
Income taxes 3.5 8.7
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 15
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
June 30,
DOLLARS IN MILLIONS 1994 1993
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 46.4 $ 42.1
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 77.0 74.2
Deferred taxes and investment tax credits 2.5 27.1
Changes in certain current assets and liabilities,
net of effects of acquisition:
Accounts receivable and accrued revenues 83.2 123.7
Accounts receivable sold (3.4) (19.8)
Fuel and materials 8.2 19.3
Accounts payable (81.2) (67.0)
Accrued taxes 13.0 (13.0)
Other, including purchased gas adjustment 14.9 7.7
Changes in other assets and liabilities, net (25.1) (31.7)
Cash provided from operating activities 135.5 162.6
Cash Flows From Investment Activities:
Additions to utility plant (51.2) (63.4)
Purchase of utility operations -- (94.0)
Investment in non-regulated generating assets (.7) (5.3)
Investments in energy related properties (39.2) (39.7)
Other (16.4) .6
Cash used for investment activities (107.5) (201.8)
Cash Flows From Financing Activities:
Issuance of common stock .4 166.4
Retirement of preference stock (.9) --
Issuance of long-term debt, net of premium paid 5.9 199.6
Retirement of long-term debt (9.6) (69.8)
Short-term borrowings (repayments), net 40.1 (209.4)
Cash dividends paid (38.9) (36.4)
Cash provided from (used for) financing activities (3.0) 50.4
Increase in cash and cash equivalents 25.0 11.2
Cash and cash equivalents at beginning of period 70.3 18.7
Cash and Cash Equivalents at End of Period $ 95.3 $ 29.9
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for-
Interest, net of amount capitalized $ 46.2 $ 41.9
Income taxes 4.7 10.0
Liabilities Assumed In Acquisition -
Fair value of assets acquired - - $106.9
Cash paid for acquisition - - 94.0
Liabilities assumed - - 12.9
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 16
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
June 30,
DOLLARS IN MILLIONS 1994 1993
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 90.6 $ 72.6
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 149.3 140.6
Gain on sale of subsidiary stock (47.8) - -
Restructuring charge 69.8 - -
Unusual loss provision - - 6.1
Deferred taxes and investment tax credits (7.4) 47.7
Changes in certain current assets and liabilities,
net of effects of acquisition and restructuring:
Accounts receivable and accrued revenues 5.4 (2.1)
Accounts receivable sold 5.6 22.8
Fuel and materials (18.6) - -
Accounts payable (6.9) 51.7
Accrued taxes 19.6 (19.4)
Other, including purchased gas adjustment 1.1 (4.5)
Changes in other assets and liabilities, net 9.1 (37.2)
Cash provided from operating activities 269.8 278.3
Cash Flows From Investing Activities:
Additions to utility plant (128.3) (163.2)
Purchase of utility operations - - (94.0)
Sale of subsidiary stock 74.6 - -
Investment in non-regulated generating assets (24.1) (15.6)
Investments in energy related properties (94.1) (67.9)
Other (28.0) (1.9)
Cash used for investing activities (199.9) (342.6)
Cash Flows From Financing Activities:
Issuance of common stock 12.4 177.1
Retirement of preference stock (9.9) - -
Issuance of long-term debt, net of premium paid 20.4 311.6
Retirement of long-term debt (39.6) (198.8)
Short-term borrowings (repayments), net 88.6 (182.0)
Cash dividends paid (76.4) (67.6)
Cash provided from (used for) financing activities (4.5) 40.3
Increase (decrease) in cash and cash equivalents 65.4 (24.0)
Cash and cash equivalents at beginning of period 29.9 53.9
Cash and Cash Equivalents at End of Period $ 95.3 $ 29.9
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for-
Interest, net of amount capitalized $ 98.8 $ 86.0
Income taxes 19.2 21.1
Liabilities Assumed In Acquisition -
Fair value of assets acquired $ - - $106.9
Cash paid for acquisition - - 94.0
Liabilities assumed - - 12.9
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 17
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-10K. 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 1993, the Board of Directors of UtiliCorp United (the Board)
authorized the redemption of all outstanding shares of the $1.775 Series
Convertible Preference Stock. During the first and second quarters of 1994,
approximately 1.3 million and 1.5 million shares, respectively, of the
company's $1.775 Series Convertible Preference Stock were converted into
approximately 2.7 million shares of UtiliCorp common stock. The remaining
shares, approximately .1 million, were redeemed on May 26, 1994 at a price of
$21.60 per share plus accrued dividends. The market value of UtiliCorp common
stock at June 30, 1994 was $28.50 per share.
(3) On August 3, 1994, the Board voted to increase the quarterly cash
dividend on common stock from 42 cents to 43 cents. The dividend is payable
at the new rate on September 12, 1994 to shareholders of record on August
19, 1994.
(4) As of June 30, 1994, the company had agreements with financial institutions
to sell, on a continuing basis, up to $175 million of eligible accounts
receivable on a limited recourse basis. During July 1994, the agreements
were revised to allow the sale of up to $205 million of eligible accounts
receivable.
(5) During July 1994, the company completed its secondary investigation at one
former manufactured gas plant site. This testing identified the location,
distribution and nature of manufactured gas plant residuals at the site. The
results of this testing have been provided to the appropriate environmental
agencies. At this date, there is no new information available that would
change the company's recorded obligation for the minimum amount of
environmental costs expected to be incurred.
<PAGE> 18
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
In July 1994, UtiliCorp and Aquila reached settlements with three defendants
in the UtiliCorp et al. v. Stegall et al, litigation who had relatively minor
roles in the misappropriation of funds. UtiliCorp will continue to prosecute
its lawsuit against the remaining defendants with an expected trial date
sometime this fall. Also, on July 7, 1994, Utilicorp received payment of
$2 million, the limits of liability, from its employee dishonesty insurance
policy on the claims asserted by UtiliCorp based on the conduct of Marquez
and Stegall, which is the subject of the pending lawsuit.
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 Three Month Period Ended
June 30, 1994
27(b) Financial Data Schedule - For the Six Month Period Ended
June 30, 1994
27(c) Financial Data Schedule - For the Twelve Month Period Ended
June 30, 1994
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the three month period
ended June 30, 1994.
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on
UtiliCorp United Inc.
August 11, 1994 /S/ Richard C. Green, Jr.
Richard C. Green, Jr.
Chairman of the Board, President
(Chief Executive Officer)
August 11, 1994 /S/ Dale J. Wolf
Dale J. Wolf
Vice President
Finance & Corporate Secretary
<PAGE> 20
UTILICORP UNITED, INC.
COMPUTATION OF EARNINGS PER SHARE
(in millions except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Twelve Months Ended
June 30, June 30, June 30, June 30, June 30, June 30,
1994 1993 1994 1993 1994 1993
<S> <C> <C>
Line No.
Earnings Available for Common Shares:
(a) Earnings available for common shares as reported 6.6 5.5 44.0 38.4 85.0 65.6
(b) Elimination of interest on convertible subordinated
debenture, net of tax - - .3 .3 .6 .8
(c) Elimination of dividends on cumulativ
convertible preference stock - - - 2.7 3.5 -
(d) Fully Diluted Earnings Available 6.6 5.5 44.3 41.4 89.1 66.4
Weighted Average Common Shares Outstanding:
(e) Primary weighted average shares outstanding
as reported 44.38 41.26 43.33 39.61 42.60 37.35
(f) Assumed conversion of convertible subordinated
debenture - - .57 .68 .60 .72
(g) Assumed conversion of cumulative convertible
preference shares - - - 2.90 2.09 -
(h) Fully Diluted Weighted Average Shares
Outstanding 44.38 41.26 43.90 43.19 45.29 38.07
Earnings Per Common Share:
Primary (a/e) $ .15 $ .13 $ 1.02 $ .97 $ 1.99 $ 1.76
Fully Diluted (d/h) .15 .13 1.01 .96 1.97 1.74
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE> 21
Exhibit 27(a)
UtiliCorp United, Inc.
Financial Data Schedule
Form 10Q - For the Three Month Period Ended June 30, 1994
<CAPTION>
<S> <C>
Item Number Item Description Amount
IN MILLIONS, EXCEPT PER SHARE DATA
1 Total net utility plant $1,584.1
2 Other property and investments 703.2
3 Total current assets 376.3
4 Total deferred charges 175.3
5 Balancing amount for total assets -
6 Total assets 2,838.9
7 Common stock 44.8
8 Capital Surplus, paid in 773.4
9 Retained Earnings 99.6
10 Total common stockholders equity 917.8
11 Preferred stock subject to mandatory redemption 25.4
12 Preferred stock not subject to mandatory redemption -
13 Long term debt, net 993.7
14 Short term notes 100.1
15 Notes payable -
16 Commercial paper 10.0
17 Long term debt - current portion 4.9
18 Preferred stock - current portion -
19 Obligations under capital leases 4.6
20 Obligations under capital leases - current portion .6
21 Balancing amount for capitalization and liabilities 781.8
22 Total capitalization and liabilities 2,838.9
23 Gross operating revenue 311.6
24 Federal and State income taxes expense 3.9
25 Other operating expenses 276.9
26 Total operating expenses 280.8
27 Operating income (loss) 30.8
28 Other income (loss), net 1.4
29 Income before interest charges 32.2
30 Total interest charges 24.8
31 Net income 7.4
32 Preferred stock dividends .8
33 Earnings available for common stock 6.6
34 Common stock dividends 18.9
35 Total annual interest charges on all bonds 84.6
36 Cash flow from operations 48.4
37 Earnings per share - primary $ .15
38 Earnings per share - fully diluted .15
<PAGE> 22
Exhibit 27(b)
UtiliCorp United, Inc.
Financial Data Schedule
Form 10Q - For the Six Month Period Ended June 30, 1994
<CAPTION>
<S> <C>
Item Number Item Description Amount
IN MILLIONS, EXCEPT PER SHARE DATA
1 Total net utility plant $1,584.1
2 Other property and investments 703.2
3 Total current assets 376.3
4 Total deferred charges 175.3
5 Balancing amount for total assets -
6 Total assets 2,838.9
7 Common stock 44.8
8 Capital Surplus, paid in 773.4
9 Retained Earnings 99.6
10 Total common stockholders equity 917.8
11 Preferred stock subject to mandatory redemption 25.4
12 Preferred stock not subject to mandatory redemption -
13 Long term debt, net 993.7
14 Short term notes 100.1
15 Notes payable -
16 Commercial paper 10.0
17 Long term debt - current portion 4.9
18 Preferred stock - current portion -
19 Obligations under capital leases 4.6
20 Obligations under capital leases - current portion .6
21 Balancing amount for capitalization and liabilities 781.8
22 Total capitalization and liabilities 2,838.9
23 Gross operating revenue 809.0
24 Federal and State income taxes expense 24.8
25 Other operating expenses 690.6
26 Total operating expenses 715.4
27 Operating income (loss) 93.6
28 Other income (loss), net 2.2
29 Income before interest charges 95.8
30 Total interest charges 49.4
31 Net income 46.4
32 Preferred stock dividends 2.4
33 Earnings available for common stock 44.0
34 Common stock dividends 36.5
35 Total annual interest charges on all bonds 84.6
36 Cash flow from operations 135.5
37 Earnings per share - primary $ 1.02
38 Earnings per share - fully diluted 1.01
<PAGE> 23
Exhibit 27(c)
UtiliCorp United, Inc.
Financial Data Schedule
Form 10Q - For the Twelve Month Period Ended June 30, 1994
<CAPTION>
<S> <C>
Item Number Item Description Amount
IN MILLIONS, EXCEPT PER SHARE DATA
1 Total net utility plant $1,584.1
2 Other property and investments 703.2
3 Total current assets 376.3
4 Total deferred charges 175.3
5 Balancing amount for total assets -
6 Total assets 2,838.9
7 Common stock 44.8
8 Capital Surplus, paid in 773.4
9 Retained Earnings 99.6
10 Total common stockholders equity 917.8
11 Preferred stock subject to mandatory redemption 25.4
12 Preferred stock not subject to mandatory redemption -
13 Long term debt, net 993.7
14 Short term notes 100.1
15 Notes payable -
16 Commercial paper 10.0
17 Long term debt - current portion 4.9
18 Preferred stock - current portion -
19 Obligations under capital leases 4.6
20 Obligations under capital leases - current portion .6
21 Balancing amount for capitalization and liabilities 781.8
22 Total capitalization and liabilities 2,838.9
23 Gross operating revenue 1,570.3
24 Federal and State income taxes expense 44.3
25 Other operating expenses 1,412.8
26 Total operating expenses 1,457.1
27 Operating income (loss) 113.2
28 Other income (loss), net 76.6
29 Income before interest charges 189.8
30 Total interest charges 99.2
31 Net income 90.6
32 Preferred stock dividends 5.6
33 Earnings available for common stock 85.0
34 Common stock dividends 71.3
35 Total annual interest charges on all bonds 84.6
36 Cash flow from operations 269.8
37 Earnings per share - primary $ 1.99
38 Earnings per share - fully diluted 1.97
</TABLE>
