<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1999
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 (IRS Employer
incorporation or organization) Identification No.)
20 West Ninth Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 816-421-6600
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 registrant's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT MAY 12, 1999
<S> <C>
Common Stock, $1 par value 92,634,900
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Information regarding the consolidated condensed financial statements
is 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 are on pages 12 through 19.
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 REPORT ON FORM 8-K
(a) Exhibits are on page 20.
(b) Reports on Form 8-K are on page 20.
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME--UNAUDITED
<TABLE>
<CAPTION>
Quarter Ended March 31,
DOLLARS IN MILLIONS 1999 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Sales $3,801.0 $2,895.8
Cost of sales 3,518.1 2,642.3
- --------------------------------------------------------------------------- ----------------- ------------------
GROSS PROFIT 282.9 253.5
- --------------------------------------------------------------------------- ----------------- ------------------
Operating, administrative and maintenance expense 136.4 130.1
Depreciation expense 44.5 42.0
- --------------------------------------------------------------------------- ----------------- ------------------
Other income (expense):
Equity in earnings from investments and partnerships 11.9 22.2
Other income 4.8 6.3
Other expense (7.1) (5.7)
- --------------------------------------------------------------------------- ----------------- ------------------
Total other income 9.6 22.8
- --------------------------------------------------------------------------- ----------------- ------------------
EARNINGS BEFORE INTEREST AND TAXES 111.6 104.2
- --------------------------------------------------------------------------- ----------------- ------------------
Interest expense:
Interest expense - long-term and short-term debt 34.5 33.4
Minority interest in income of partnership 2.2 2.2
- --------------------------------------------------------------------------- ----------------- ------------------
Total interest expense 36.7 35.6
- --------------------------------------------------------------------------- ----------------- ------------------
EARNINGS BEFORE INCOME TAXES 74.9 68.6
Income taxes 23.0 25.3
- --------------------------------------------------------------------------- ----------------- ------------------
NET INCOME $51.9 $43.3
=========================================================================== ================= ==================
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
DOLLARS IN MILLIONS 1999 1998
- -------------------------------------------------------------------------- ------------------ -----------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 169.7 $ 120.5
Funds on deposit 42.9 13.4
Accounts receivable, net 1,155.4 1,137.5
Inventories and supplies 162.1 235.1
Price risk management assets 132.3 173.1
Prepayments and other 58.6 85.8
- -------------------------------------------------------------------------- ------------------ -----------------
TOTAL CURRENT ASSETS 1,721.0 1,765.4
- -------------------------------------------------------------------------- ------------------ -----------------
Property, plant and equipment, net 3,536.7 3,313.9
Investments in subsidiaries and partnerships 744.0 519.8
Price risk management assets 197.1 215.5
Deferred charges 197.5 176.9
- -------------------------------------------------------------------------- ------------------ -----------------
TOTAL ASSETS $6,396.3 $5,991.5
========================================================================== ================== =================
LIABILITIES AND SHAREOWNERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 236.0 $ 248.8
Short-term debt 363.1 235.6
Accounts payable 1,257.0 1,275.9
Accrued liabilities 59.7 50.6
Price risk management liabilities 151.3 192.2
Other current liabilities 71.9 89.6
- -------------------------------------------------------------------------- ------------------ -----------------
TOTAL CURRENT LIABILITIES 2,139.0 2,092.7
- -------------------------------------------------------------------------- ------------------ -----------------
LONG-TERM LIABILITIES:
Long-term debt, net 1,708.8 1,375.8
Deferred income taxes and credits 434.0 429.5
Price risk management liabilities 284.2 308.4
Minority interest 150.9 151.6
Other deferred credits 93.9 87.2
- -------------------------------------------------------------------------- ------------------ -----------------
TOTAL LONG-TERM LIABILITIES 2,671.8 2,352.5
- -------------------------------------------------------------------------- ------------------ -----------------
Company-obligated mandatorily redeemable preferred securities of
partnership 100.0 100.0
Common shareowners' equity 1,485.5 1,446.3
Commitments and contingencies
- -------------------------------------------------------------------------- ------------------ -----------------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $6,396.3 $5,991.5
========================================================================== ================== =================
</TABLE>
See accompanying notes to consolidated condensed financial statements
4
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF COMMON SHAREOWNERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
DOLLARS IN MILLIONS 1999 1998
- -------------------------------------------------------------------------- ------------------ -----------------
(Unaudited)
<S> <C> <C>
Common Stock: authorized 200,000,000 shares, par value
$1 per share, 93,605,985 shares outstanding at March 31, 1999 and
93,574,853 shares outstanding at December 31, 1998; authorized
20,000,000 shares of Class A common stock, par value $1 per share,
none issued $93.6 $93.6
Premium on Capital Stock 1,249.8 1,253.5
Retained Earnings 214.3 190.0
Treasury Stock, at cost 1,590,489 shares at March 31, 1999 and
2,159,330 shares at December 31, 1998 (38.3) (53.2)
Currency Translation Adjustment (33.9) (37.6)
- -------------------------------------------------------------------------- ------------------ -----------------
TOTAL COMMON SHAREOWNERS' EQUITY $1,485.5 $1,446.3
- -------------------------------------------------------------------------- ------------------ -----------------
</TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
Quarter Ended March 31,
--------------------------------------
<S> <C> <C>
DOLLARS IN MILLIONS 1999 1998
- ------------------------------------------------------------------------- ------------------- ------------------
Net income $51.9 $43.3
Unrealized translation adjustments 3.7 (1.5)
- ------------------------------------------------------------------------- ------------------- ------------------
COMPREHENSIVE INCOME $55.6 $41.8
- ------------------------------------------------------------------------- ------------------- ------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITEd
<TABLE>
<CAPTION>
Quarter Ended March 31,
DOLLARS IN MILLIONS 1999 1998
- ----------------------------------------------------------------------------- ---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $51.9 $43.3
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation expense 44.5 42.0
Net changes in price risk management assets and liabilities (5.8) (9.6)
Deferred income taxes and credits 4.5 (1.8)
Equity in earnings from investments and partnerships (11.9) (22.2)
Dividends from investments and partnerships 3.0 4.0
Minority interests 1.9 .7
Changes in certain assets and liabilities:
Accounts receivable, net (49.7) 180.8
Accounts receivable sold 31.8 ---
Inventories and supplies 73.0 (11.6)
Prepayments and other 27.2 46.1
Accounts payable (18.9) (232.9)
Accrued liabilities, net 9.1 59.5
Other (14.3) 62.6
- ----------------------------------------------------------------------------- ---------------- ----------------
CASH PROVIDED BY OPERATING ACTIVITIES 146.3 160.9
- ----------------------------------------------------------------------------- ---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility plant (25.0) (16.5)
Purchase of MultiNet/Ikon (224.0) ---
Purchase of TrustPower (261.0) ---
Other (7.9) (26.8)
- ----------------------------------------------------------------------------- ---------------- ----------------
CASH USED FOR INVESTING ACTIVITIES $(517.9) $(43.3)
- ----------------------------------------------------------------------------- ---------------- ----------------
</TABLE>
6
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED, CONTINUED
<TABLE>
<CAPTION>
Quarter Ended March 31,
DOLLARS IN MILLIONS 1999 1998
- ----------------------------------------------------------------------------- ---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Treasury stock sold $ 13.4 $ 10.3
Issuance of long-term debt 310.7 .8
Retirement of long-term debt (0.9) (.6)
Short-term borrowings (repayments), net 127.4 (60.7)
Cash dividends paid (27.6) (24.8)
Other (2.2) (7.0)
- ----------------------------------------------------------------------------- ---------------- ----------------
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 420.8 (82.0)
- ----------------------------------------------------------------------------- ---------------- ----------------
Increase in cash and cash equivalents 49.2 35.6
Cash and cash equivalents at beginning of period 120.5 89.5
- ----------------------------------------------------------------------------- ---------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $169.7 $125.1
- ----------------------------------------------------------------------------- ---------------- ----------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
7
<PAGE>
UTILICORP UNITED INC.
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the accounting policies described in the
consolidated financial statements and related notes included in our 1998 Annual
Report on Form 10-K. We believe it is best to read our year end consolidated
financial statements in conjunction with this report. The year end financial
statements presented were derived from our audited financial statements, but do
not include all disclosures required by generally accepted accounting
principles. In our opinion, the accompanying consolidated condensed financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary for a fair representation of our financial position and
the results of our 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 sales and expenses during the reporting
periods shown have been made in preparing the consolidated condensed financial
statements. Actual results could differ from these estimates.
Certain prior year amounts in the consolidated financial statements have been
reclassified where necessary to conform to the 1999 presentation.
FINANCIAL INSTRUMENTS
TRADING OPERATIONS
We use a variety of financial instruments in connection with price risk
management services provided by Aquila Energy Corporation, a wholly-owned
subsidiary. These financial instruments include forward contracts that commit us
to purchase or sell energy in the future; swap agreements which require payment
to (or receipt of payments from) counterparties based on the differential
between specific prices for the related commodity; futures and options contracts
traded on the New York Mercantile Exchange and other contractual arrangements.
The value of all the financial instruments used for price risk management
activities are recorded at market value with changes in value reflected in the
statement of income.
NON-TRADING ACTIVITIES FOR COMMODITY OPERATIONS
We use various exchange-traded and over-the-counter financial instrument
contracts to hedge anticipated purchases and sales of natural gas and natural
gas liquids. The financial instruments used are futures, options, forward
contracts and price and basis swaps. Financial instruments used for non-trading
activities are designated as a hedge at inception where there is a direct
relationship to the price risk associated with the company's future sales and
purchases of commodities used in the company's operations. Financial instruments
used to hedge anticipated transactions are accounted for under the deferral
method with gains and losses on these transactions recognized in sales when the
hedged transaction occurs.
8
<PAGE>
UTILICORP UNITED INC.
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS--CONTINUED
(UNAUDITED)
2. EARNINGS PER COMMON SHARE
The following table shows the amounts used in computing basic and dilutive
earnings per share and the effect on income and weighted average number of
shares of dilutive potential common stock for the quarters ended March 31, 1999
and 1998.
<TABLE>
<CAPTION>
IN MILLIONS, EXCEPT PER SHARE AMOUNTS Quarter Ended March 31,
-------------------------------------------------------------------------------------------------
1999 1998
--------------------------------------------------------- ------------------- -------------------
<S> <C> <C>
Earnings available for common shares $51.9 $43.3
Interest expense on convertible bonds --- .1
--------------------------------------------------------- ------------------- -------------------
Earnings available for common shares
after assumed conversion of dilutive $51.9 $43.4
securities
--------------------------------------------------------- ------------------- -------------------
Earnings per share:
Basic $ .57 $ .54
--------------------------------------------------------- ------------------- -------------------
Diluted: $ .57 $ .53
--------------------------------------------------------- ------------------- -------------------
Weighted average number of common shares used in basic
EPS 90.8 80.5
Per share effect of dilutive securities:
Stock options .6 .9
Convertible bonds .3 .3
--------------------------------------------------------- ------------------- -------------------
Weighted number of common shares and dilutive
potential common shares used in diluted EPS 91.7 81.7
--------------------------------------------------------- ------------------- -------------------
</TABLE>
9
<PAGE>
UTILICORP UNITED INC.
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS--CONTINUED
(UNAUDITED)
3. MERGER AND ACQUISITION ACTIVITIES
AQUILA TENDER OFFER
On May 7, 1999, approximately 3.4 million shares of Aquila Gas Pipeline
Corporation (AQP) were tendered to UtiliCorp at $8.00. The 3.4 million shares
together with the 24.0 million shares already held represented 93% of AQP's
total shares outstanding. All remaining shares not tendered were converted in
a "short-form" merger into a right to receive $8.00 per share or statutory
appraisal rights. The short-form merger was completed on May 14, 1999.
NATURAL GAS STORAGE FACILITY
Our Aquila Energy subsidiary agreed on March 29, 1999, to purchase Western Gas
Resources Storage Inc. The $100 million cash transaction will increase Aquila's
ownership and control of strategically located natural gas storage assets. The
2,200 acre subsurface storage facility in Katy, Texas, has a storage capacity of
20 billion cubic feet. The purchase was completed on April 30, 1999.
AUSTRALIAN MULTINET GAS ACQUISITION
On March 12, 1999, we acquired a 25.5% interest in MultiNet/Ikon, a natural gas
network and retailer in Victoria, Australia, for $224 million. This investment
doubles our customer base in Australia.
ST. JOSEPH LIGHT & POWER COMPANY
On March 4, 1999, we agreed to merge with St. Joseph Light & Power Company
(SJL&P). Under the agreement, SJL&P shareholders will receive a fixed $23.00 per
share for each SJL&P common share. This will be converted into our common shares
when the merger is completed. We will account for the transactions as a
purchase. This transaction is subject to approval by SJL&P shareholders at a
meeting scheduled for June 16, 1999, and by state and federal regulatory
agencies. We expect to close this transaction by mid-2000. The total purchase
price is approximately $270 million.
TRUSTPOWER ACQUISITION
Effective January 31, 1999, we closed the final transaction in the purchase of
New Zealand based TrustPower. Working through our 79% owned New Zealand
utility, UnitedNetworks Limited, completion of this transaction makes us the
country's largest electricity distribution company. The $261 million deal added
approximately 96,000 TrustPower customers to UnitedNetworks' system.
4. EMPIRE DISTRICT ELECTRIC COMPANY
On May 10, 1999, we entered into an agreement with Empire District Electric
Company (Empire) under which Empire will merge into UtiliCorp. Upon the
closing of the Empire merger, Empire's stockholders will be entitled to
receive $29.50 for each share of Empire common stock they hold payable in
either cash or UtiliCorp common stock. The value of the merger consideration
per share will decrease if UtiliCorp's common stock is trading below $22 per
share at closing and will increase if UtiliCorp's common stock is trading
above $26 per share at closing. The consideration paid to Empire shareholders
is subject to certain conditions, such as cash and stock maximums as well as
certain regulatory approvals. We expect this merger to be completed in
mid-2000.
5. DEBT REFINANCING EXCHANGE OFFER
We completed an exchange offer which effectively lowered the interest rates to
be paid on two issues of senior notes. Approximately $131.8 million of the 9%
senior notes were exchanged for 8.27% senior notes and $20.2 million of the
10.5% senior notes were exchanged for 9.03% senior notes.
10
<PAGE>
7. REPORTABLE SEGMENT RECONCILIATION
<TABLE>
<CAPTION>
Quarter Ended
Dollars in millions March 31,
1999 1998
-------- -------
<S> <C> <C>
Sales:
Regulated Businesses $472.0 $465.5
Aquila Energy 2,992.6 2,307.2
International 336.2 122.5
Other .2 .6
-------- --------
Total $3,801.0 $2,895.8
-------- --------
-------- --------
EBIT:
Regulated Businesses $76.3 $71.6
Aquila Energy 8.5 21.7
International 27.7 16.3
Other (.9) (5.4)
-------- --------
Total $111.6 $104.2
-------- --------
-------- --------
</TABLE>
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
UTILICORP UNITED INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
EXCEPT WHERE NOTED, THE FOLLOWING DISCUSSION REFERS TO THE CONSOLIDATED
ENTITY, UTILICORP UNITED INC. OUR BUSINESS SEGMENTS INCLUDE THE FOLLOWING
BUSINESS GROUPS: REGULATED BUSINESSES, CONSISTING PRIMARILY OF TRANSMISSION,
DISTRIBUTION AND GENERATION UTILITY OPERATIONS; AND AQUILA ENERGY CORPORATION
(AQUILA), CONSISTING PRIMARILY OF ENERGY MARKETING (BOTH GAS AND ELECTRIC),
INDEPENDENT POWER PROJECTS AND GAS PROCESSING, GATHERING AND TRANSMISSION. WE
ALSO HAVE VARIOUS OPERATIONS THAT INCLUDE GENERATION, GAS MARKETING, ELECTRIC
DISTRIBUTION AND VARIOUS EQUITY INVESTMENTS THAT ARE DISCUSSED IN THE
INTERNATIONAL SECTION OF THIS REPORT. THE LIQUIDITY AND CAPITAL RESOURCES
SECTION IS PREPARED ON A CONSOLIDATED BASIS.
FORWARD-LOOKING INFORMATION
This report contains forward-looking information. Such statements involve risks
and uncertainties, and there are certain important factors that can cause actual
results to differ materially from those anticipated. Some of the important
factors that can cause actual results to differ materially from those
anticipated include:
- Weather, which can affect results significantly to the extent that
temperatures differ from normal. Both our utility and energy
merchant businesses are weather sensitive.
- The timing and extent of changes in energy commodity prices and
interest rates.
- The pace and degree of regulatory changes in the U.S. and abroad.
- Natural gas liquids prices and volumes, which are particularly
volatile and difficult to predict.
- The pace of well connections to our gathering system.
- The value of the U.S. dollar relative to the British pound, Canadian
dollar, Australian dollar, and New Zealand dollar.
- The continued expansion of the electric power markets and development
of liquid term markets.
- Pending rate proceedings.
- Expansion of electric markets in the United Kingdom and Europe.
LIQUIDITY AND CAPITAL RESOURCES
We believe our liquidity and capital resources are sufficient and provide
adequate financial flexibility. Our operations have historically generated
strong positive cash flow, which, along with our credit lines, accounts
receivable sales programs, common stock offerings and ability to issue public
debt, have provided adequate liquidity to meet our short-term and long-term cash
requirements, including requirements for acquisitions.
By using our $280 million accounts receivable sales programs we efficiently
manage our working capital and provide immediate liquidity. We had sold
approximately $280 million under these programs at March 31, 1999. In
addition to the accounts receivable sales program, we can issue up to $150
million of commercial paper which is supported by a $250 million revolving
credit agreement. We had no commercial paper borrowings at March 31, 1999.
12
<PAGE>
We completed an exchange offer that effectively lowered the interest rates to be
paid on two issues of senior notes. An interest rate of 8.27% will be paid on
the $131.8 million of our 9% senior notes that were exchanged. An interest rate
of 9.03% will be paid on the $20.2 million of our 10.5% senior notes that were
exchanged.
3-FOR-2 STOCK SPLIT
The board of directors declared a 3-for-2 split of the common stock which took
effect after the market closed on March 12, 1999. The split was based on shares
of record held on February 22, 1999.
For every two shares held on that date, on March 12 one additional share was
added. The share price was automatically adjusted, and the total value of the
shares was unchanged.
SIGNIFICANT BALANCE SHEET MOVEMENTS
Total assets increased by $404.8 million since December 31, 1998. This increase
is primarily attributable to the following:
- Funds on deposit increased by $29.5 million. The increase relates
to margin requirements and increased trading activities at Aquila
Energy during the first quarter of 1999.
- Inventories and supplies decreased by $73.0 million. Aquila
Energy's operations contributed $39.8 million to the decrease due
to normal seasonal reductions. Regulated operations contributed
$30.2 million to the decrease due to a reduction of gas in storage
as the industry is maintained at a higher level in the winter
months.
- Net property, plant and equipment increased $222.8 million.
This increase is due to the acquisition of the TrustPower
network assets in New Zealand.
- Investments in subsidiaries and partnerships increased $224.2
million primarily due to the acquisition of MultiNet/Ikon Energy
in March 1999.
Total liabilities increased by $365.6 million and common shareholders' equity
increased by $39.2 million since December 31, 1998. These increases are
primarily attributable to the following:
- Long-term debt increased by $333.0 million primarily due to the
acquisition activity in New Zealand.
- Short-term debt increased $127.5 million primarily due to the
MultiNet/Ikon Energy acquisition of $224 million.
- Common shareholders' equity increased by $39.2 million primarily
due to a decrease of $14.9 million in treasury stock and an
increase of $24.3 million in retained earnings.
13
<PAGE>
RESULTS OF OPERATIONS
REGULATED BUSINESSES
The table below summarizes the operations of our regulated businesses
for the following periods:
<TABLE>
<CAPTION>
Quarter Ended
March 31,
- -------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 1999 1998
- -------------------------------------------------------- ---------------------- -----------------
<S> <C> <C>
Sales:
Electric $132.4 $128.0
Gas 269.3 278.0
Other 70.3 59.5
- -------------------------------------------------------- ---------------------- -----------------
Total sales 472.0 465.5
- -------------------------------------------------------- ---------------------- -----------------
Cost of sales:
Electric 50.7 46.8
Gas 170.4 180.8
Other 61.0 48.7
- -------------------------------------------------------- ---------------------- -----------------
Total cost of sales 282.1 276.3
- -------------------------------------------------------- ---------------------- -----------------
Gross profit 189.9 189.2
- -------------------------------------------------------- ---------------------- -----------------
Operating expenses:
Other operating 61.7 64.3
Maintenance 11.4 10.1
Taxes, other than income taxes 14.3 15.3
Depreciation and amortization 28.3 28.1
- -------------------------------------------------------- ---------------------- -----------------
Total operating expenses 115.7 117.8
- -------------------------------------------------------- ---------------------- -----------------
Other income 2.1 .2
- -------------------------------------------------------- ---------------------- -----------------
EBIT $ 76.3 $ 71.6
======================================================== ====================== =================
</TABLE>
QUARTER-TO-QUARTER
Regulated Businesses' EBIT increased $4.7 million in 1999 compared to 1998 due
to the following reasons:
- An increase in the number of customers and lower purchased power
costs that together increased 1999 EBIT by $7.2 million. The lower
purchased power costs are due to the mild winter weather which
lowered spot electricity prices.
- Favorable weather in 1999 compared to 1998 which increased EBIT by
$2.2 million. Winter temperatures were 10% below normal in 1999.
- The timing of earnings recognition on a note receivable favorably
impacted 1999 by $2.0 million.
- Partially offsetting the above favorable factors was the impact of
the Missouri rate reduction that lowered EBIT by $6.4 million. The
Missouri rate reduction began in April 1998.
REGULATORY MATTERS
We filed and have pending a request to increase our gas and electric rates in
West Virginia by $4.7 million and $2.9 million, respectively. We expect final
rates in late 1999.
14
<PAGE>
ST. JOSEPH LIGHT & POWER COMPANY
On March 4, 1999, we agreed to merge with St. Joseph Light & Power Company
(SJL&P). Under the agreement, SJL&P shareholders will receive a fixed $23.00 per
share for each SJL&P common share. This will be converted into UtiliCorp common
shares when the merger is completed. We will account for the transactions as a
purchase. This transaction is subject to approval by SJL&P shareholders and
state and federal regulatory agencies. We expect to close this transaction by
mid-2000. The total purchase price is approximately $270 million.
EMPIRE DISTRICT ELECTRIC COMPANY
On May 10, 1999, we entered into an agreement with Empire District Electric
Company (Empire) under which Empire will merge into UtiliCorp. Upon the
closing of the Empire merger, Empire's stockholders will be entitled to
receive $29.50 for each share of Empire common stock they hold payable in
either cash or UtiliCorp common stock. The value of the merger consideration
per share will decrease if UtiliCorp's common stock is trading below $22 per
share at closing and will increase if UtiliCorp's common stock is trading above
$26 per share at closing. The consideration paid to Empire shareholders is
subject to certain conditions, such as cash and stock maximums as well as
certain regulatory approvals. We expect this merger to be completed in
mid-2000.
15
<PAGE>
AQUILA ENERGY
The table below summarizes the operations of Aquila Energy for the following
periods:
<TABLE>
<CAPTION>
Quarter Ended
March 31,
- -------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 1999 1998
- ------------------------------------------------------------- ---------------- ------------------
<S> <C> <C>
Sales:
Energy marketing $2,910.1 $2,220.0
Aquila Gas Pipeline 82.5 87.2
- ------------------------------------------------------------- ---------------- ------------------
Total sales 2,992.6 2,307.2
- ------------------------------------------------------------- ---------------- ------------------
Cost of sales:
Cost of energy marketing 2,878.9 2,197.9
Aquila Gas Pipeline 73.5 60.3
- ------------------------------------------------------------- ---------------- ------------------
Total cost of sales 2,952.4 2,258.2
- ------------------------------------------------------------- ---------------- ------------------
Gross profit 40.2 49.0
- ------------------------------------------------------------- ---------------- ------------------
Operating expenses:
Operating and maintenance 32.0 26.1
Depreciation, depletion and amortization 8.1 7.4
- ------------------------------------------------------------- ---------------- ------------------
Total operating expenses 40.1 33.5
- ------------------------------------------------------------- ---------------- ------------------
Other income, net 8.4 6.2
- ------------------------------------------------------------- ---------------- ------------------
Reported EBIT $ 8.5 $21.7
- ------------------------------------------------------------- ---------------- ------------------
EBIT by business subunit:
Energy marketing $3.1 $ 6.2
Aquila Gas Pipeline (AQP) .2 7.0
IPP 5.2 8.5
============================================================= ================ ==================
Total $ 8.5 $21.7
============================================================= ================ ==================
</TABLE>
QUARTER-TO-QUARTER
Aquila Energy's first quarter EBIT in 1999 was $8.5 million, a decline of 61%
from 1998 first quarter EBIT of $21.7 million.
The increase of $685.4 million in sales is related to the activities of the
energy marketing unit. In Aquila's energy marketing unit, significant growth in
market share compared to a year earlier continued, with managed gas volumes up
21% to 10.8 billion cubic feet per day and power volumes up 86% to 44.0 million
megawatt-hours. Earnings from the wholesale power unit improved dramatically
from the prior year with good performance in both term origination and trade
operations. The mild winter weather unfavorably affected the gas term and
trading results in 1999 by reducing natural gas price volatility and lowering
storage gas use. In addition, EBIT was reduced due to the start-up phase of
several new product lines that are expected to complement our energy portfolio.
EBIT from AQP decreased to $.2 million in 1999 compared to $7.0 million in
1998. This decrease is due to the following reasons:
- NGL prices decreased 19% to $.22 per gallon in 1999 from $.27 per
gallon in 1998.
- NGL production volumes decreased 25% to 21,000 barrels per day in
1999 from 28,000 barrels per day in 1998.
16
<PAGE>
- The elimination of 60 employees and the costs of evaluating our
tender offer together decreased EBIT by $2.5 million in
1999. We expect that the annual cost savings from these actions
will increase EBIT by $3 to $4 million.
- Partially offsetting the above decreases was a 24% increase in
throughput volumes to 535 million cubic feet per day in 1999
compared to 431 million cubic feet per day in 1998.
The commodity pricing environment impacting AQP was affected by the price of
oil, which directly affects NGL prices, which remained lower during the
quarter and the mild winter weather which lowered gas demand and prices.
EBIT from independent power projects was down $3.3 million due to lower
ownership interests in one project and the impact from a contract change at
another project.
AQUILA GAS PIPELINE TENDER OFFER
On May 7, 1999, approximately 3.4 million shares of Aquila Gas Pipeline
Corporation (AQP) were tendered to UtiliCorp at $8.00. The 3.4 million shares
together with the 24.0 million shares already held represented 93% of AQP's
total shares outstanding. All remaining shares not tendered were converted in
a "short-form" merger into a right to receive $8.00 per share or statutory
appraisal rights. The short-form merger was completed on May 14, 1999.
NATURAL GAS STORAGE FACILITY
On March 29, 1999, we agreed to purchase Western Gas Resources Storage, Inc. for
$100 million in cash. This storage facility will provide access to 20 BCF of
natural gas in a strategic location to enhance physical and trading activities.
The 2,200 acre subsurface storage facility is located in Katy, Texas. The
purchase closed on April 30, 1999.
MERCHANT GAS-FIRED POWER PLANT
A subsidiary of Aquila is participating in the building of a 600 megawatt
gas-fired power plant that will sell its output into the central U.S.
wholesale market and to a regulated division of Utilicorp. The power plant is
expected to be completed in phases with a simple-cycle operation starting
June 2001 and a combined-cycle operation starting in January 2002.
17
<PAGE>
INTERNATIONAL
The table below summarizes the operations of our international business for the
following periods:
<TABLE>
<CAPTION>
Quarter Ended
March 31,
- -------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 1999 1998
- ------------------------------------------------------------- ---------------- ------------------
<S> <C> <C>
Sales $336.2 $122.5
- ------------------------------------------------------------- ---------------- ------------------
Cost of sales 283.6 106.3
- ------------------------------------------------------------- ---------------- ------------------
Gross Profit 52.6 16.2
- ------------------------------------------------------------- ---------------- ------------------
Operating expenses:
Other operating 12.6 8.1
Maintenance 1.2 .7
Taxes, other than income taxes 2.8 3.1
Depreciation and amortization 11.3 2.8
- ------------------------------------------------------------- ---------------- ------------------
Total Expense 27.9 14.7
- ------------------------------------------------------------- ---------------- ------------------
Equity earnings in subsidiaries and partnerships 4.9 13.9
Other income (expense) (1.9) .9
- ------------------------------------------------------------- ---------------- ------------------
Normalized EBIT $ 27.7 $ 16.3
- ------------------------------------------------------------- ---------------- ------------------
EBIT by business subunit:
Australia $ 5.2 $ 9.6
New Zealand 14.5 1.4
United Kingdom 4.2 (1.6)
Canada 3.8 6.9
- ------------------------------------------------------------- ---------------- ------------------
Normalized EBIT $ 27.7 $16.3
- ------------------------------------------------------------- ---------------- ------------------
</TABLE>
DELIVERY NETWORKS
EBIT from New Zealand increased $13.1 million to $14.5 million in 1999
compared to 1998. This increase is due to the $744 million of additional
investments made in New Zealand over the last six months. As a result of
these investments, our ownership interest increased to 78.6% from 33% in
UnitedNetworks. We consequently reflect New Zealand's activities on a
consolidated basis in 1999, but in 1998 New Zealand investments were
reflected on the equity method. This change impacts quarter to quarter
comparisons and is a key reason for increases in sales, cost of sales and
operating expense and the decrease in equity earnings in 1999 compared to
1998.
EBIT from Australia decreased $4.4 million in 1999 compared to 1998. This
decrease is due to the lower ownership percentage in 1999 resulting from the
initial public offering in 1998. Because of lower interest costs the effect on
EPS is neutral. See MuliNet/Ikon for discussion of gas investment.
EBIT from Canada was down $3.1 million to $3.8 million in 1999 primarily due to
warmer than expected weather, a change in regulatory accounting requirements
and the timing of capital projects.
ENERGY MERCHANT
EBIT from the United Kingdom increased by $5.8 million to $4.2 million in the
1999 first quarter due to the expansion of UtiliCorp's gas marketing business.
In the 1999 quarter, we had 993,000 more indirect customers than in 1998, which
significantly increased volumes and earnings. EBIT from the UK in 1999 was also
enhanced by the settlement of non-economic gas supply contracts in the 1998
second quarter.
18
<PAGE>
AUSTRALIAN MULTINET GAS ACQUISITION
On March 30, 1999, we acquired a 25.5% interest in MultiNet/Ikon Energy, a
natural gas network and retailer in Victoria, Australia, for $224.0 million.
This investment doubles the customer base in our Australian investment and is
expected to add about $.04 EPS to 1999.
TRUSTPOWER ACQUISITION
Effective January 31, 1999, we closed the final transaction in the purchase of
New Zealand based TrustPower. Working through our 79% owned New Zealand utility,
UnitedNetworks Limited, completion of this transaction makes us the country's
largest electricity distribution company. The $261 million deal added
approximately 96,000 TrustPower customers to UnitedNetworks' system.
ACCOUNTING PRONOUNCEMENTS
On November 18-19, 1998, the Emerging Issues Task Force of the Financial
Accounting Standards Board came to consensus regarding EITF 98-10, "Accounting
for Contracts Involved in Energy Trading and Risk Management Activities". The
issue being addressed was whether contracts for the purchase and sale of energy
commodities (for example, electricity and gas) should be marked to market with
the activities shown net in the income statement (that is, as trading
activities) or whether those activities should be recorded through inventory
accounting (that is, lower of cost or market) and shown gross as operating
revenue and expense in the income statement. The Task Force identified specific
indicators to consider when determining what constitutes "trading activities".
UtiliCorp has adopted EITF 98-10. The effects of this adoption did not result in
a significant change in our current accounting practices because the vast
majority of our energy commodities are already marked to market. The areas that
were not marked previously were immaterial.
In June 1998, the Financial Accounting Standards Board issued a new standard on
derivatives that requires companies to declare each derivative as either a fair
value or cash flow hedge and record the derivative and the underlying
instrument at fair value. The income statement impact depends on whether the
derivative is a fair value or cash flow hedge. This new standard will impact
certain interest rate financial instruments currently being used in some of
the international business units and may impact certain commodity contracts.
The financial impact of this standard, which is effective January 1, 2000 is
not known at this time.
YEAR 2000 ISSUES
Status of Key Procedure Areas
We continue to address Year 2000 readiness in our information and operational
systems. The final phases of which include:
* Remediation and Post Remediation Testing which includes the upgrade and
replacement of equipment and software that is not expected to work
properly after the Year 2000.
* Contingency Planning which includes a company-wide analysis and preparation
of specific procedures to perform and backup systems to utilize in the
unlikely event of a Year 2000 interruption in our systems or one of our key
supplier's.
We expect to complete the above phases of our Year 2000
assessment/remediation project by June 30, 1999. Certain non-critical
systems that are not Year 2000 ready will not be replaced or remediated by
year end. These systems are not critical to UtiliCorp and will not impact our
ability to provide energy services to our customers, bill and collect
receivables or provide financial information. A more detailed update on our
Year 2000 program is described below.
Information Systems and Technology
Many of our information systems and related software are already year 2000
ready. We installed several major new software systems including financial,
customer information (in certain locations) and various support systems.
Although our customer information system is not fully implemented, our existing
customer information system is Year 2000 ready if any unforeseen delays occur in
its roll out. We expect to spend approximately $186.0 million in new
information technology. Of this amount, to date we have spent $147.0 million.
Operations and Embedded Systems
We identified, inventoried and assessed all potentially affected equipment,
systems, and software. We expect to complete certain system replacements that
affect our ability to serve customers and manage operations by June 30, 1999.
Our estimated cost of remediation is approximately $2.8 million. Certain
non-mission critical systems that do not affect energy flow or management will
be remediated as needed after 12/31/99.
We prepared a preliminary contingency plan for our businesses which includes
procedures on how to operate under conditions arising from possible Year 2000
issues. We expect to finalize this plan by June 30, 1999. In addition, we are
coordinating our contingency plans with other utilities and suppliers.
19
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS
(A) LIST OF EXHIBITS:
27 Financial Data Schedule--For the three months ended March 31,
1999.
(B) REPORT ON FORM 8-K
A current report on Form 8-K dated March 5, 1999, with respect to item
5 was filed with the Securities and Exchange Commission by the
Registrant.
20
<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, thereunto duly authorized.
UTILICORP UNITED INC.
By: /s/ Richard C. Green, Jr.
-------------------------
Richard C. Green, Jr.
Chairman of the Board and Chief Executive Officer
Date: May 17, 1999
By: /s/ James S. Brook
-------------------------
James S. Brook
Vice President, Controller and Chief Accounting Officer
Date: May 17, 1999
21
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ENDING MARCH 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 170
<SECURITIES> 0
<RECEIVABLES> 1,155
<ALLOWANCES> 0
<INVENTORY> 162
<CURRENT-ASSETS> 1,721
<PP&E> 3,537
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,396
<CURRENT-LIABILITIES> 2,139
<BONDS> 1,809
0
0
<COMMON> 94
<OTHER-SE> 1,392
<TOTAL-LIABILITY-AND-EQUITY> 6,396
<SALES> 3,801
<TOTAL-REVENUES> 3,801
<CGS> 3,518
<TOTAL-COSTS> 181
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37
<INCOME-PRETAX> 75
<INCOME-TAX> 23
<INCOME-CONTINUING> 52
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52
<EPS-PRIMARY> .57
<EPS-DILUTED> .57
</TABLE>
