<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to the Quarterly
Report Pursuant to Section 13 or
15(d) of the Securities Exchange
Act of 1934 on Form 10-Q
For the Quarter Ended
September 30, 1995
UTILICORP UNITED INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 44-0541877
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 Commerce Tower, 911 Main, Kansas City, Missouri 64105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 421-6600
--------------
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(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
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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 November 8, 1995
- --------------------------- -------------------------------
Common Stock, $1 par value 45,756,203
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Information regarding the condensed consolidated financial statements is
set forth on pages 3 through 11.
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 12 through 18.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
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 19.
2
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Part 1--Financial Information
Item 1--Financial Statements
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
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IN MILLIONS, EXCEPT PER SHARE 1995 1994
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<S> <C> <C>
Sales $ 607.5 $ 491.5
Cost of sales 353.6 292.6
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GROSS PROFIT 253.9 198.9
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Operating, administrative & maintenance expense 133.0 118.4
Depreciation, depletion & amortization 39.1 37.1
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INCOME FROM OPERATIONS 81.8 43.4
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Interest expense--long term debt 28.5 21.9
Interest expense--short term debt and other interest, net 3.0 2.7
Equity in earnigs of investments and partnerships (6.1) (4.7)
Gain on sale of subsidiary stock - -
Minority interests 0.8 0.7
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EARNINGS BEFORE INCOME TAXES 55.6 22.8
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Income Taxes 22.7 8.3
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NET INCOME 32.9 14.5
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Preference Dividends 0.5 0.5
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EARNINGS AVAILABLE FOR COMMON SHARES $ 32.4 $ 14.0
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Primary 45.17 44.82
Fully diluted 45.52 45.37
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EARNINGS PER COMMON SHARE:
Primary $ 0.72 $ 0.31
Fully diluted 0.71 0.31
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</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
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IN MILLIONS, EXCEPT PER SHARE 1995 1994
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<S> <C> <C>
Sales $ 1,934.6 $ 1,781.2
Cost of sales 1,247.9 1,171.5
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GROSS PROFIT 686.7 609.7
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Operating, administrative & maintenance expense 373.9 342.4
Depreciation, depletion & amortization 114.5 110.1
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INCOME FROM OPERATIONS 198.3 157.2
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Interest expense--long term debt 77.7 65.8
Interest expense--short term debt and other
interest, net 12.7 5.8
Equity in earnings of investments and partnerships (14.0) (13.8)
Minority interests 2.2 2.3
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EARNINGS BEFORE INCOME TAXES 119.7 97.1
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Income Taxes 47.4 36.3
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NET INCOME 72.3 60.8
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Preference Dividends 1.5 2.9
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EARNINGS AVAILABLE FOR COMMON SHARES $ 70.8 $ 57.9
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Primary 44.93 43.83
Fully diluted 45.35 44.39
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EARNINGS PER COMMON SHARE:
Primary $ 1.57 $ 1.32
Fully Diluted 1.57 1.31
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</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
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UTILICORP UNITED INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
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DOLLARS IN MILLIONS 1995 1994
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(unaudited)
<S> <C> <C>
ASSETS
UTILITY PLANT IN SERVICE:
Electric $ 1,610.3 $ 1,578.7
Gas 1,050.5 954.6
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2,660.8 2,533.3
Less-accumulated depreciation 992.8 923.0
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Net utility plant in service 1,668.0 1,610.3
Construction work in progress 64.5 23.3
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TOTAL UTILITY PLANT, NET 1,732.5 1,633.6
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Non-Regulated Property, Net:
Energy related 425.9 544.5
Non-regulated generating assets and other 574.2 236.8
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TOTAL NON-REGULATED PROPERTY 1,000.1 781.3
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Current Assets:
Cash and cash equivalents 156.6 67.2
Funds on deposit 35.0 44.8
Accounts receivable, net 172.4 144.1
Accrued utility revenues 43.2 71.5
Fuel inventory, at average cost 71.7 95.0
Materials and supplies, at average cost 40.2 39.3
Assets from price risk management activities 21.8 -
Prepayments and other 38.9 51.9
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TOTAL CURRENT ASSETS 579.8 513.8
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DEFERRED CHARGES AND ASSETS FROM PRICE RISK
MANAGEMENT ACTIVITIES 371.0 182.4
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TOTAL ASSETS $ 3,683.4 $ 3,111.1
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CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common shareholders' equity $ 952.9 $ 906.8
Preference and preferred stock 25.4 25.4
Company-obligated mandatorily redeemable
preferred securities of partnership 100.0 -
Long-term debt, net 1,236.3 976.9
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TOTAL CAPITALIZATION 2,314.6 1,909.1
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MINORITY INTERESTS 30.5 28.4
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CURRENT LIABILITIES:
Current maturities of long-term debt 133.9 138.8
Short-term debt 168.6 182.4
Accounts payable 327.6 340.3
Accrued taxes 42.0 21.0
Accrued interest 32.0 22.1
Liabilities from price risk management
activities 61.3 -
Other 77.6 89.0
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TOTAL CURRENT LIABILITIES 843.0 793.6
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DEFERRED CREDITS AND LIABILITIES:
Deferred income tax liabilities 289.8 279.4
Investment tax credits 20.1 21.0
Liabilities from price risk management
activities and other 185.4 79.6
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TOTAL DEFERRED CREDITS AND LIABILITIES 495.3 380.0
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COMMITMENTS AND CONTINGENCIES
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TOTAL CAPITALIZATION AND LIABILITIES $ 3,683.4 $ 3,111.1
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</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
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UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENTS OF CAPITALIZATION
<TABLE>
<CAPTION>
September 30, December 31,
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DOLLARS IN MILLIONS EXCEPT PER SHARE 1995 1994
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(unaudited)
<S> <C> <C>
COMMON SHAREHOLDERS' EQUITY:
Common stock, par value $1 per share, authorized
100,000,000 shares, outstanding 45,631,675 shares
(44,827,135 at December 31, 1994) $ 45.6 $ 44.8
Premium on capital stock 793.3 774.2
Retained earnings 118.8 107.0
Treasury stock, at cost, 227,587 shares
at December 31, 1994 - (6.6)
Currency translation adjustment (4.8) (12.6)
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TOTAL COMMON SHAREHOLDERS' EQUITY 952.9 906.8
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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
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PREFERRED STOCK OF SUBSIDIARY, RETRACTABLE .4 .4
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COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
SECURITIES OF PARTNERSHIP 100.0 -
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LONG-TERM DEBT, NET 1,236.3 976.9
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TOTAL CAPITALIZATION $ 2,314.6 $ 1,909.1
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</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE>
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
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DOLLARS IN MILLIONS 1995 1994
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 32.9 $ 14.5
Adjustments to reconcile net income to net -
cash provided from operating activities:
Depreciation, depletion and amortization 38.2 38.8
Net changes in price risk management activities (28.7) -
Deferred taxes and investment tax credits (4.0) 11.3
Changes in certain current assets and liabilities,
net of effects of acquisition:
Accounts receivable and accrued revenues (50.2) 50.6
Accounts receivable sold 15.9 (13.6)
Fuel and materials (13.2) (26.2)
Accounts payable 41.3 (49.2)
Accrued taxes 37.3 17.3
Other 22.7 (5.9)
Changes in other assets and liabilities, net 23.4 7.9
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CASH (USED FOR) PROVIDED FROM OPERATING ACTIVITIES 115.6 45.5
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility plant (34.0) (33.2)
Purchase of utility operations - (21.7)
Investments in international businesses (245.4) -
Investments in non-regulated generating assets - (8.3)
Investments in energy related properties (62.5) (20.7)
Proceeds on sale of oil and gas properties 204.5 -
Other 6.5 (16.7)
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CASH USED FOR INVESTING ACTIVITIES (130.9) (100.6)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 7.6 1.9
Issuance of long-term debt 161.8 3.4
Short-term borrowings (repayments), net (39.4) 72.4
Cash dividends paid (20.7) (19.8)
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CASH PROVIDED FROM FINANCING ACTIVITIES 109.3 57.9
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Increase (decrease) in cash and cash equivalents 94.0 2.8
Cash and cash equivalents at beginning of period 62.6 80.6
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 156.6 $ 83.4
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for -
Interest, net of amount capitalized $ 25.1 $ 18.9
Income taxes .5 4.2
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Liabilities Assumed In Acquisition -
Fair value of assets acquired $ - $ 23.0
Cash paid for acquisition - 21.7
Liabilities assumed - 1.3
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</TABLE>
See accompanying notes to condensed consolidated financial statements.
7
<PAGE>
UTILICORP UNITED INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
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DOLLARS IN MILLIONS 1995 1994
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 82.3 $ 60.8
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 111.6 115.8
Net changes in price risk management activities (30.6) -
Deferred taxes and investment tax credits (.5) 13.8
Changes in certain current assets and liabilities:
Accounts receivable and accrued revenues (9.4) 133.8
Accounts receivable sold 9.3 (17.0)
Fuel and materials 22.5 (18.0)
Accounts payable (12.7) (130.4)
Accrued taxes 20.9 30.3
Other 11.6 9.1
Changes in other assets and liabilities, net 18.4 (17.2)
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CASH PROVIDED FROM OPERATING ACTIVITIES 223.4 181.0
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CASH FLOWS FROM INVESTMENT ACTIVITIES:
Additions to utility plant (84.4) (84.4)
Purchase of utility operations and other businesses (100.9) (21.7)
Investments in international businesses (288.6) -
Investment in non-regulated generating assets (59.0) (9.0)
Investments in energy related properties (121.9) (59.9)
Proceeds on sale of oil and gas properties 204.5 -
Other 9.3 (33.4)
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CASH USED FOR INVESTMENT ACTIVITIES (441.0) (208.4)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 20.0 2.3
Treasury stock sold 6.6 -
Retirement of preference stock - (.9)
Issuance of Company-obligated mandatorily redeemable
preferred securities of partnership 100.0 -
Issuance of long-term debt 265.9 9.3
Retirement of long-term debt (11.3) (9.6)
Short-term borrowings (repayments), net (13.8) 112.5
Cash dividends paid (60.4) (58.7)
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CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES 307.0 54.9
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Increase in cash and cash equivalents 89.4 27.5
Cash and cash equivalents at beginning of period 67.2 55.9
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 156.6 $ 83.4
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for-
Interest, net of amount capitalized $ 87.0 $ 65.1
Income taxes 7.9 8.9
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Liabilities Assumed In Acquisition -
Fair value of assets acquired $ 114.0 $ 23.0
Cash paid for acquisition 100.9 21.7
Liabilities assumed 13.1 1.3
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</TABLE>
See accompanying notes to condensed consolidated financial statements.
8
<PAGE>
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 1994 Annual Report to Shareholders
incorporated by reference in the company's 1994 Form 10-K. It is suggested that
those consolidated financial statements be read in conjunction with this report.
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. Certain estimates and assumptions that affect
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods shown have been made in preparing the consolidated financial
statements. Actual results could differ from these estimates.
(2) Certain reclassifications have been made to prior year amounts to conform
to current year's presentation.
(3) On September 6, 1995, Power Partnership Limited (PPL), of which the company
owns 49.9 percent, acquired United Energy Limited (UE), an Australian electric
distribution utility, from the State of Victoria. As part of the acquisition
the company paid approximately $245 million for its 49.9 percent ownership
interest. The company will manage the operations of UE on behalf of PPL and
will receive a management fee that consists of a base amount (costs incurred by
the company plus $1.0 million (Australian), indexed to the consumer price index)
and a variable amount based on financial performance of UE. The management
agreement has a duration of 10 years beginning from date of closing.
The company financed its $245 million ownership interest primarily through
two Australian-dollar-based revolving credit facilities. Approximately
$169.5 million was financed through a five-year facility and approximately
$56.5 million was financed through a six-month facility. During September
the average interest rate was 7.95 percent and floats with periodic changes
in Australian bank bill rate. The total amount of the revolving credit
facilities are $225 million (Australian) and $150 million (Australian) for
the five-year and six-month debt facilities, respectively. As part of the
company's risk management plan, the company entered into an interest rate
swap arrangement to exchange its floating rates for fixed with a financial
institution. Under the interest rate swap, the company agrees to exchange,
at specific intervals, the difference between fixed-rate and floating-rate
interest amounts calculated by reference to an agreed notional principal
amount.
9
<PAGE>
The acquisition was recorded as a purchase and will be accounted for using
the equity method of accounting. The equity investment is included in
Non-regulated generating assets and other on the condensed consolidated balance
sheet. Pro forma unaudited results of operations for UtiliCorp United Inc.,
assuming the acquisition had occurred at the beginning of the period, are shown
below. For the 1994 period, the pro forma includes UE's nine-month 1995 results.
UE commenced operations on July 1, 1994 and the 1995 amounts represent the most
comparable figures for the pro forma table.
<TABLE>
<CAPTION>
-------------------------------------------
Nine Months Ended Nine Months Ended
September 30, 1995 September 30, 1994
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<S> <C> <C>
Revenues $1,934.6 $1,781.2
Income from operations 198.3 157.2
Net income 74.2 62.7
Earnings available for common
shares 72.7 59.8
Primary earnings per share 1.61 1.36
Fully diluted earnings per share 1.61 1.35
</TABLE>
(4) On September 27, 1995, the company sold assets of Aquila Energy Resources
Corporation, a wholly-owned subsidiary of Aquila Energy Corporation, to Apache
Corporation for approximately $205 million in cash. The assets sold consist of
substantially all of the company's oil and gas reserves.
(5) On September 13, 1995, the company and Novell, Inc., announced formation of
a partnership to jointly develop certain technologies and products to better
manage energy consumption in home and business environments. Under the terms
of this alliance the company and Novell, Inc., will co-develop, co-own and
jointly market applications that allow customers to optimize their use of
energy on a 24 hour, real-time basis. In October an initial cash payment was
made by the company to Novell, Inc., for related license rights. Products are
expected to become commercially available during 1996 through a combined
Novell, Inc., and UtiliCorp United EnergyOne-SM- branding program. The two
companies also announced the founding of the Smart Energy Network Alliance,
an open industry consortium that will provide leadership in defining the
standards for future energy programs, network management and other smart
energy network solutions.
(6) On June 5, 1995, the company issued $100 million of 6.375 percent senior
notes due in 2005. Net proceeds of $99.3 million were used to reduce short-term
debt. This debt is the initial securities issued under a $200 million shelf
registration of debt securities.
(7) On June 5, 1995, UtiliCorp Capital L.P., a limited partnership of which the
company is the general partner, issued 4,000,000 shares of 8.875 percent
Cumulative Monthly Income Preferred Securities, Series A, for $100 million. The
limited partnership interests represented by the preferred securities are
redeemable at the option of UtiliCorp Capital, after June 12, 2000, at $25 per
preferred security plus accrued interest and unpaid dividends. Holders of the
securities are entitled to receive dividends at an annual rate of 8.875 percent
of the liquidation preference value of $25. Dividends are payable monthly, and
in substance are tax deductible by the company. The securities are shown as
Company-obligated mandatorily redeemable preferred securities of a partnership
on the consolidated balance sheet. The net proceeds were used to reduce short-
term debt.
(8) On May 22, 1995, the company purchased a 50 percent ownership interest for
$59 million in cash in a partnership that owns and operates a chemical recovery
and cogeneration facility at the James River Corporation's pulp and paper mill
in Alabama.
10
<PAGE>
(9) In June 1995, the company was named a Potentially Responsible Party (PRP)
at a site where the company legally disposed of automotive waste. The company
expects to enter into a deminimis settlement with the Environmental Protection
Agency (EPA). The company estimates its liability is less than $.1 million.
The EPA also indicated that the company is a PRP at a site where the company
legally disposed of PCB, a chemical sometimes used in electric transformers.
The company is one of 1,440 other named parties at this site. The company
estimates its liability is less than $.3 million.
(10) The company is in the process of evaluating the carrying value of certain
long-lived assets based on the requirements of Financial Accounting Standards
Board issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of,"(SFAS 121). In the fourth quarter
of 1995, the company plans to elect early adoption of SFAS 121, which
standardizes when and how long-lived assets are reviewed for possible
impairment. The company anticipates that it will record a non-cash charge of
approximately $19 million related to investments in an independent power
project, gas gathering systems and gas processing plants.
(11) Effective January 1, 1995 the company adopted the mark-to-market
method of accounting (MTM) for its domestic natural gas trading activities.
Under MTM, natural gas forwards, futures, swaps, options and other financial
instruments are recorded at fair value, net of future servicing costs and
reserves, and recognized as revenue upon contract execution in the Condensed
Consolidated Statements of Income. The resulting unrealized gains and losses
are recorded as Assets and Liabilities from Risk Management Activities in the
accompanying Condensed Consolidated Balance Sheets. This change was made to
more fairly present the current results of the company's operations related
to this business and to recognize that value is created and the earnings
process completed when the contributed commitments are finalized.
The change to MTM resulted in an increase in pre-tax income of $25.9
million ($15.9 million after tax) for both the three month and nine month
periods ended September 30, 1995 as compared to the results under the
previous accounting method. The company previously accounted for this
activity on the accrual method of accounting. The company has not shown the
pro forma effect of the adoption of MTM on prior periods since the cumulative
impact on prior period earnings was immaterial. The impact in the current
period primarily results from the impact of certain contractual sales
commitments which had been designated as hedges of a portion of the company's
natural gas reserves. As discussed in Note 4, the company sold its gas and
oil reserves in September 1995. The resulting open position of the
commitments created a change in the assets and liabilities from risk
management activities. Subsequently, these commitments have been
substantially balanced by the company.
Current period changes in the assets and liabilities from risk
management activities are recognized as revenues in the Condensed
Consolidated Statements of Income. The changes in the assets and liabilities
primarily result from newly originated transactions, changes in the price of
natural gas, the timing of settlements related to these contracts and changes
in the various risk reserves. The market prices used to value these
transactions reflect management's best estimate of market prices considering
various factors including closing exchange and over-the-counter quotations.
The reserves are established for a number of risks and costs associated
with the company's future commitments including the credit risks of its
counterparties, the time value of money, the impact of liquidating the
portfolio in an orderly manner over a reasonable period of time under present
market conditions and other identifiable contingencies.
The company attempts to balance its fixed-price physical and
financial purchase and sales contracts both volumetrically and in terms of
future timing of the commitments. However, net open positions may exist or
are established due to the origination of new transactions and the company's
assessment, based upon information gained from its gas marketing activities,
of future price movements. As a result, the company is, to some extent,
impacted by fluctuating market prices.
The change in accounting method does not impact the company's gas
marketing activities in the U.K., its financial instruments associated with
its natural gas liquids hedging or electricity brokering. The company enters
into futures, forwards, swaps and options in order to hedge purchase and
sales commitments, inventories and anticipated production of these products.
Changes in the market value of such transactions are deferred until the gain
or loss is recognized on the hedged commitment.
11
<PAGE>
UTILICORP UNITED INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
UTILICORP UNITED INC. (THE COMPANY) CONTAINS 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.
OVERVIEW
EMERGING TRENDS
EARNINGS OUTLOOK
On October 25, 1995, the company announced third quarter earnings and that
it anticipates recording a non-cash charge (discussed below). As part of the
public earnings release, the company disclosed that its full year earnings for
1995 would be below the 4 to 6 percent earnings growth target set at the
beginning of the year, excluding any effects of the non-cash charge discussed
below. Increased interest expense related to recent acquisition
opportunities and infrastructure costs associated with the EnergyOne-SM- brand
launch are the primary factors that contributed to the revised earnings outlook.
CHANGE IN ACCOUNTING PRINCIPLE
12
<PAGE>
IMPAIRMENT OF LONG-LIVED ASSETS
The company is in the process of evaluating the carrying value of certain
long-lived assets based on the requirements of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,
"(SFAS 121). In the fourth quarter of 1995, the company plans to elect early
adoption of SFAS 121, which standardizes when and how long-lived assets are
reviewed for possible impairment. The company anticipates that it will record a
non-cash charge of approximately $19 million related to investments in an
independent power project, gas gathering systems and gas processing plants.
SALE OF OIL AND GAS PRODUCTION PROPERTIES
On September 27, 1995, the company sold assets of Aquila Energy Resources
Corporation, a wholly-owned subsidiary of Aquila Energy Corporation, for $205
million. The assets include the oil and natural gas reserves in the Gulf of
Mexico, Texas, Oklahoma, Louisiana and New Mexico and approximately 141,000 net
acres of developed and undeveloped oil and gas properties. With this sale, the
company has sold substantially all of its oil and gas reserves.
PURCHASE OF UNITED ENERGY
On September 6, 1995, Power Partnership Limited, of which the company owns
49.9 percent, acquired United Energy Limited, an Australian electric
distribution utility, from the State of Victoria. United Energy had assets of
approximately $707 million at June 30, 1995 and revenues of approximately $527
million for the year ended June 30, 1995. United Energy's service territory
includes part of metropolitan Melbourne, Victoria and has approximately 520,000
customers. The company paid $245 million in cash for its 49.9 percent ownership
interest. The company's cash contribution was primarily borrowed from a group
of Australian-based banks payable in Australian
13
<PAGE>
dollars. This transaction is structured through a series of wholly-owned U.S.
and Australian companies.
The company will manage the operations of United Energy on behalf of
Power Partnership Limited and will receive a management fee that consists of a
base amount (costs incurred by the company plus $1 million (Australian), indexed
to the consumer price index) and a variable amount based on financial
performance of United Energy. The management agreement has a duration of
10 years beginning from date of closing.
The company recorded its ownership interest in United Energy on the equity
method with equity earnings reflected in other income and its investment
balance reflected in non-regulated generating assets and other.
REQUEST FOR RATE RELIEF
On October 31, 1995, the company's Michigan gas division (Michigan Gas
Utilities (MGU)) filed a request with the Michigan Public Service Commission
to approve a $10.5 million rate request. MGU services 135,500 customers in
Michigan. MGU's rate request is the first request for a rate increase in five
years.
August 1, 1995, the company's Peoples Natural Gas division (PNG) filed a
rate request in the State of Nebraska for $5.2 million. The new rates are
effective on an interim basis on October 30, 1995.
ORGANIZATION REALIGNMENT AND BRAND LAUNCH
In late 1994, the company announced its plans to become the nation's first
national utility and initiated several programs to reach that goal. For
marketing to carry out its plans, the company introduced a unifying brand name,
EnergyOne-SM-, for marketing its products and services. Consistent with this
strategic objective, the company also realigned its businesses into four groups:
Energy Delivery, Power Services, Energy Resources and Marketing Services.
As part of the EnergyOne brand launch, the company has spent approximately
$6.5 million in building the infrastructure and sales organization to support
EnergyOne products and services. The company anticipates that it will spend
another $2.7 million for marketing and sales startup activities in 1995.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended September 30, 1995, cash provided from
operations was $115.6 million, or $70.1 million higher than the same period in
1994. Changes in cash flow from operations relate to many different
business factors, such as timing of invoice payments, accounts receivable
collections and selling accounts receivable through the sales program. Cash
from operating activities for the nine-month periods in 1995 compared to 1994
are higher due to the business factors discussed above.
Cash used for investing activities consisted primarily of purchases of
utility and other businesses, investments in generating assets and investments
in gas and oil reserves. Cash used for investing activities for the
three- and nine-month periods ended September 30, 1995, increased over the
comparable 1994 periods. These increases are due to the acquisition of various
businesses. In the 1995 periods, the company acquired the following businesses:
14
<PAGE>
<TABLE>
<CAPTION>
DESCRIPTION DATE AMOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S> <C> <C>
Intrastate pipeline and
distribution assets January, 1995 $78 million
- --------------------------------------------------------------------------------
Gas marketing company January, 1995 $7 million
- --------------------------------------------------------------------------------
Gas processing and gas
marketing company January, 1995 $16 million
- --------------------------------------------------------------------------------
Independent power project May, 1995 $59 million
- --------------------------------------------------------------------------------
Investments in New Zealand Various times, primarily
electric distribution companies during second quarter $43 million
- --------------------------------------------------------------------------------
Investment in United Energy September, 1995 $245 million
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
In 1994 the company's investing activities were generally limited to
utility capital additions and gas reserve acquisitions, except for the
acquisition of a gas distribution system for $23 million in September 1994.
Cash provided from and used in financing activities fluctuate as
opportunities arise to purchase businesses and as long-term interest rates
change. In connection with the purchase of the company's ownership interest in
United Energy, the company borrowed a total of approximately $226 million of
Australian dollar denominated debt from new 5-year and 6-month revolving credit
facilities. The average interest rate is 7.95 percent floating with periodic
changes in Australian bank bill rate. The company has entered into an interest
rate swap arrangement to exchange its floating rates for fixed with a financial
institution. Under interest rate swaps, the company agrees to exchange, at
specific intervals, the difference between fixed-rate and floating-rate
interest amounts calculated by reference to an agreed notional principal amount.
During the second quarter of 1995, the company issued $100 million of
senior notes at 6.375 percent and $100 million of 8.875 percent monthly income
preferred securities (through a special purpose subsidiary). The proceeds from
the issuances were used to reduce short-term debt.
The company has two domestic 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. The company had no borrowings under the Agreements at
September 30, 1995 or December 31, 1994. In addition to the Agreements, the
company has arrangements with financial institutions to sell, on a continuing
basis, up to $205 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.
The company expects to acquire additional shares of common stock in New
Zealand-based Power New Zealand limited (PNZ) which will result in a
79%-owned subsidiary of the company owning approximately 29 percent of PNZ.
The estimated cost is approximately $91 million (New Zealand dollar). The
company will use a credit facility to finance the investment.
As of September 30, 1995 and December 31, 1994, the company's cash
balance contained $91.7 million and $57.0 million, respectively, of foreign
denominated currency.
15
<PAGE>
RESULTS OF OPERATIONS
ELECTRIC OPERATIONS
THE COMPANY'S ELECTRIC SEGMENT INCLUDES THE ELECTRIC OPERATIONS OF MISSOURI
PUBLIC SERVICE, WEST KOOTENAY POWER, WESTPLAINS ENERGY, AND WEST VIRGINIA
POWER.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dollars in Millions 1995 1994 1995 1994
- ---------------------------------------------------------------------------------
Sales $179.5 $162.0 $442.3 $429.9
- ---------------------------------------------------------------------------------
Expenses:
Fuel and purchased power 55.3 50.3 145.3 144.0
Other operating 31.0 27.1 83.4 76.6
Maintenance 7.8 9.6 26.6 29.4
Depreciation and amortization 13.2 12.4 39.3 37.0
Taxes other than income 15.2 14.2 38.5 38.7
- ---------------------------------------------------------------------------------
Total expenses 122.5 113.6 333.1 325.7
- ---------------------------------------------------------------------------------
Income from operations $ 57.0 $ 48.4 $109.2 $104.2
- ---------------------------------------------------------------------------------
</TABLE>
Income from operations for the quarter ended September 30, 1995, compared
to the same period in 1994 increased by $8.6 million, or 18 percent. This
increase is primarily due to the extremely hot summer temperatures in July and
August that positively impacted the company's domestic electric operations. The
electric operations in Missouri, Colorado and Kansas, which account for
over 80% of total electric revenues, peak during the third quarter.
Continued growth in the number of customers also positively affected the 1995
quarter compared to 1994.
Income from operations for the nine-month period increased over 1994
period due partially to the factors discussed above for the quarter. The
favorable third quarter weather was partially offset by unfavorable weather
experienced during the first and second quarters. In addition increased
operating expense related to marketing and sales activities and employee
related costs also reduced year-to-date results.
GAS OPERATIONS
THE COMPANY'S GAS SEGMENT INCLUDES GAS OPERATIONS OF KANSAS PUBLIC SERVICE,
MICHIGAN GAS UTILITIES, MISSOURI PUBLIC SERVICE, PEOPLES NATURAL GAS, NORTHERN
MINNESOTA UTILITIES, UTILICORP PIPELINE SYSTEMS AND WEST VIRGINIA POWER.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dollars in Millions 1995 1994 1995 1994
- ---------------------------------------------------------------------------------
Sales $67.2 $ 66.6 $414.3 $447.8
- ---------------------------------------------------------------------------------
Expenses:
Gas purchased for resale 27.6 32.8 230.6 279.0
Other operating 30.8 29.1 94.1 85.4
Maintenance 2.5 2.4 7.2 6.8
Depreciation & amortization 8.8 7.6 26.1 22.5
Taxes, other than income 6.1 5.6 19.1 17.8
- ---------------------------------------------------------------------------------
Total expenses 75.8 77.5 377.1 411.5
- ---------------------------------------------------------------------------------
Income (loss) from operations $(8.6) $(10.9) $ 37.2 $ 36.3
- ---------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
Loss from operations for the three months ended September 30, 1995 was
$2.3 million lower primarily due to the acquisition of a distribution system in
Kansas and a pipeline and distribution system in Missouri and more favorable
weather in September. Income from operations for the nine months ended
September 30, 1995 compared to the same period in 1994 was $.9 million higher
due to mild winter weather in January and February offset by additional income
from new business acquisitions. Heating degree days, a temperature benchmark,
were 16 percent lower through February compared to the same period in 1994.
Operating and maintenance expenses increased for the three- and nine-month
periods ended September 30, 1995 compared to 1994 due to the acquisition of a
distribution system in Kansas and a pipeline and distribution system in
Missouri. Marketing and sales expenses have increased for the reasons
discussed in the Overview section.
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 AND EXTRACTION AND SALE OF NATURAL GAS
LIQUIDS.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dollars in Millions 1995 1994 1995 1994
- --------------------------------------------------------------------------------
Sales $292.1 $213.7 $802.8 $699.3
- --------------------------------------------------------------------------------
Expenses:
Gas purchases 220.7 170.6 643.2 575.4
Other operating 18.4 16.0 53.2 49.8
Maintenance .3 .6 1.4 1.9
Depreciation, depletion &
amortization 15.6 15.6 44.6 46.1
Restructuring charge -- -- -- --
- --------------------------------------------------------------------------------
Total expenses 255.0 202.8 742.3 673.1
- --------------------------------------------------------------------------------
Income (loss) from operations $37.1 $ 10.9 $ 60.5 $ 26.2
- --------------------------------------------------------------------------------
</TABLE>
Income from operations increased by $26.2 million and $34.3 million for
the three- and nine-month periods ended September 30, 1995 compared to 1994.
Income from operations for 1995 was positively affected by a change in
accounting method affecting certain natural gas financial instruments and
commodities (see below). In addition, income from operation was positively
affected by increased gas throughput on the company's pipelines and lower
depreciation, depletion and amortization rates in the company's gas and oil
producing segment. Average natural gas liquids (NGL) prices between third
quarter periods declined 10 percent, but were substantially offset by increased
throughput. Average NGL prices for the nine months ended September 30, 1995
compared to 1994 increased 4 percent.
On September 27, 1995, AEC sold all its oil and gas reserves to Apache
Corporation for approximately $205 million. See Emerging trends for further
discussion on page 13.
Effective January 1, 1995, the company adopted the mark-to-market
method of accounting for its domestic natural gas trading activities. The
company has previously accounted for this activity on the accrual method of
accounting. See Note 11 in the Condensed Consolidated Financial Statements
for further discussion. The change in the mark to market method increased
sales and income from operations for both the three month and nine month
periods ending September 30, 1995 over what would have been reported under
the company's previous accounting method by approximately $25.9 million. The
impact in the current period primarily results from the impact of certain
contractual sales commitments which had been designated as hedges of a
portion of the company's oil and gas reserves. The cumulative impact on
prior period earnings was immaterial.
OTHER BUSINESSES AND INTEREST EXPENSE
Other businesses includes several of the company's non-regulated
businesses including UtilCo Group, United Energy and other foreign investments.
In order to discuss the full impact of these businesses, the discussion will
be on a net income basis. For the quarter ended September 30, 1995, the equity
in earnings from United Energy only reflected one month of operations.
September is not a high volume sales month in Australia. The company's
subsidiaries and investments in the United
17
<PAGE>
Kingdom lost $.5 million compared to net income of $1.0 million in 1994 for the
quarter ended September 30. This decline is due primarily to volatile gas
prices that resulted in reduced margins.
Net income from UtilCo Group increased $.6 million or 36 percent due
primarily to earnings from a new project acquired in the second quarter for the
three months ended September 30, 1995 compared to the same quarter in 1994.
Net income for the nine months ended September 30, 1995, compared to 1994
decreased $.4 million or 9 percent due primarily to unusually heavy rains that
resulted in additional inexpensive hydro power, reducing power demand from a
power project offset by the favorabilities noted in the quarter period above.
In addition, reduced project performance related to disputed curtailment issues
adversely affected 1995 results compared to 1994. In May 1995, UtilCo Group
and the company acquired an ownership interest in a cogeneration facility in
Alabama for $59 million. The cogeneration project sells all of its output to a
pulp and paper plant.
Interest expense, net increased $6.9 million and $18.8 million for the
three and nine months ended September 30, 1995 compared to the same periods
in 1994. The increases were due to the issuances of long-term debt and monthly
income preferred securities over the last 12 months totaling $300 million, $200
million of which was issued in May 1995. Short-term debt balances were
consistently higher in each of the 1995 periods than in 1994 due primarily to
acquisitions completed.
NEW ACCOUNTING STANDARD
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123 "Accounting for
Stock-based Compensation" (SFAS 123). SFAS 123 requires companies to either
record or disclose pro forma information on the fair value of certain
stock-based programs including stock options and employee stock purchase
plans. The company currently provides stock options to certain employees and
has an employee stock purchase program whereby employees may purchase company
common stock at a 15 percent discount. Under SFAS 123 these plans will require
either compensation expense to be recorded or pro-forma discloses of net income
and earnings per share had the company elected to record compensation expense.
At this time the company has not evaluated the accounting and reporting
implications of SFAS 123 and does not have an estimate of additional
compensation expense associated with affected plans. SFAS 123 is required to
be adopted in fiscal years beginning after December 15, 1995.
18
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
11 Statement regarding Computation of Per Share Earnings
27 Financial Data Schedule - For the Quarter Ended September 30, 1995
(b) Reports on Form 8-K
A current report on Form 8-K dated September 13, 1995, with respect
to Items 2 and 7 was filed with the Securities and Exchange
Commission by the Registrant.
19
<PAGE>
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)
February 8, 1996 /s/ Richard C. Green, Jr.
-------------------------------------
Richard C. Green, Jr.
Chairman of the Board, President
(Chief Executive Officer)
February 8, 1996 /s/ James S. Brook
-------------------------------------
James S. Brook
Vice President
(Principal Accounting Officer)
20
<PAGE>
UTILICORP UNITED INC. Exhibit 11
COMPUTATION OF EARNINGS PER SHARE
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
------------------ -------------------
<S> <C> <C>
LINE NO.
- -------
Earnings Available for Common Shares:
(a) Earnings available for common shares as reported 32.39 13.96 70.76 57.94
(b) Elimination of interest on convertible subordinated
debenture, net of tax .09 .14 .31 .43
(c) Elimination of dividends on cumulative
convertible preference stock - - - 1.36
------------------ -------------------
(d) Fully Diluted Earnings Available 32.48 14.10 71.07 59.73
------------------ ------------------
------------------ ------------------
Weighted Average Common Shares Outstanding:
(e) Primary weighted average shares outstanding
as reported 45.17 44.82 44.93 43.83
(f) Assumed conversion of convertible subordinated
debenture .35 .55 .42 .56
(g) Assumed conversion of cumulative convertible
preference shares - - - 0.88
------------------ -------------------
(h) Fully Diluted Weighted Average Shares
Outstanding 45.52 45.37 45.35 45.27
------------------ ------------------
------------------ ------------------
Earnings Per Common Share:
Primary (a/e) $.72 $.31 $1.57 $1.32
Fully Diluted (d/h) .71 .31 1.57 1.31
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDING SEPTEMBER 30,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1732
<OTHER-PROPERTY-AND-INVEST> 1000
<TOTAL-CURRENT-ASSETS> 580
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 371
<TOTAL-ASSETS> 3683
<COMMON> 46
<CAPITAL-SURPLUS-PAID-IN> 793
<RETAINED-EARNINGS> 119
<TOTAL-COMMON-STOCKHOLDERS-EQ> 953
25
0
<LONG-TERM-DEBT-NET> 1236
<SHORT-TERM-NOTES> 167
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 134
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1168
<TOT-CAPITALIZATION-AND-LIAB> 3683
<GROSS-OPERATING-REVENUE> 1935
<INCOME-TAX-EXPENSE> 47
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 488
<OPERATING-INCOME-LOSS> 198
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 699
<TOTAL-INTEREST-EXPENSE> 90
<NET-INCOME> 72
1
<EARNINGS-AVAILABLE-FOR-COMM> 71
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 116
<EPS-PRIMARY> 1.57
<EPS-DILUTED> 1.57
</TABLE>
