<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 JUNE 30, 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 August 6, 1999
<S> <C>
Common Stock, $1 par value 93,108,405
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Information regarding the consolidated condensed financial statements
is set forth on pages 3 through 14.
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 15 through 24.
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
See page 25 for the results of voting at the Annual Shareholders'
meeting held on May, 5 1999.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits can be found on page 25.
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME--UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended June 30,
DOLLARS IN MILLIONS 1999 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Sales $3,970.1 $2,564.6
Cost of sales 3,697.1 2,354.4
- ---------------------------------------------------------------------------------------------------------------
GROSS PROFIT 273.0 210.2
- ---------------------------------------------------------------------------------------------------------------
Operating, administrative and maintenance expense 149.6 132.7
Depreciation and amortization 49.9 31.1
Provision for asset impairments --- 27.7
- ---------------------------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS 73.5 18.7
- ---------------------------------------------------------------------------------------------------------------
Other income (expense):
Equity in earnings from investments and partnerships 8.8 61.1
Other income 10.4 4.9
Minority interest and other expense (7.1) (13.9)
- ---------------------------------------------------------------------------------------------------------------
Total other income 12.1 52.1
- ---------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES 85.6 70.8
- ---------------------------------------------------------------------------------------------------------------
Interest expense:
Interest expense - long-term debt 43.4 29.4
Interest expense - short-term debt 1.3 2.4
Minority interest in income of partnership 2.2 2.2
- ---------------------------------------------------------------------------------------------------------------
Total interest expense 46.9 34.0
- ---------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 38.7 36.8
Income taxes 13.9 13.4
- ---------------------------------------------------------------------------------------------------------------
NET INCOME $ 24.8 $ 23.4
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME--UNAUDITED
<TABLE>
<CAPTION>
Six Months Ended
June 30,
DOLLARS IN MILLIONS 1999 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Sales $7,771.1 $5,460.4
Cost of sales 7,215.1 4,996.6
- ----------------------------------------------------------------------------------------------------------------
GROSS PROFIT 556.0 463.8
- ----------------------------------------------------------------------------------------------------------------
Operating, administrative and maintenance expense 286.1 262.8
Depreciation and amortization 94.4 73.1
Provision for asset impairments --- 27.7
- ----------------------------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS 175.5 100.2
- ----------------------------------------------------------------------------------------------------------------
Other income (expense):
Equity in earnings from investments and partnerships 20.7 83.2
Other income 17.3 11.2
Minority interest and other expense (16.3) (19.6)
- ----------------------------------------------------------------------------------------------------------------
Total other income 21.7 74.8
- ----------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES 197.2 175.0
- ----------------------------------------------------------------------------------------------------------------
Interest expense:
Interest expense - long-term debt 77.8 61.3
Interest expense - short-term debt 1.4 3.9
Minority interest in income of partnership 4.4 4.4
- ----------------------------------------------------------------------------------------------------------------
Total interest expense 83.6 69.6
- ----------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 113.6 105.4
Income taxes 36.9 38.7
- ----------------------------------------------------------------------------------------------------------------
NET INCOME $ 76.7 $ 66.7
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
DOLLARS IN MILLIONS 1999 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 189.3 $ 120.5
Funds on deposit 22.2 13.4
Accounts receivable, net 1,290.2 1,137.5
Inventories and supplies, at average cost 224.5 235.1
Price risk management assets 182.5 173.1
Prepayments and other 46.8 85.8
- ---------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 1,955.5 1,765.4
- ---------------------------------------------------------------------------------------------------------------
Property, plant and equipment, net 3,644.8 3,313.9
Investments in subsidiaries and partnerships 741.6 519.8
Price risk management assets 201.3 215.5
Merchant notes receivable 99.6 20.1
Deferred charges 183.3 156.8
- ---------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $6,826.1 $5,991.5
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREOWNERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 172.4 $ 248.8
Short-term debt 467.2 235.6
Accounts payable 1,359.3 1,275.9
Accrued liabilities 51.4 50.6
Price risk management liabilities 185.5 192.2
Other current liabilities 92.0 89.6
- ---------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 2,327.8 2,092.7
- ---------------------------------------------------------------------------------------------------------------
LONG-TERM LIABILITIES:
Long-term debt, net 1,979.8 1,375.8
Deferred income taxes and credits 428.7 429.5
Price risk management liabilities 285.3 308.4
Minority interest 110.1 151.6
Other deferred credits 88.8 87.2
- ---------------------------------------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES 2,892.7 2,352.5
- ---------------------------------------------------------------------------------------------------------------
Company-obligated mandatorily redeemable preferred securities
of partnership 100.0 100.0
Common shareowners' equity 1,505.6 1,446.3
Commitments and contingencies -- --
- ---------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $6,826.1 $5,991.5
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements
5
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME--UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
- -------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 1999 1998 1999 1998
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Income $24.8 $23.4 $76.7 $66.7
Other comprehensive income (loss):
Unrealized translation adjustments (4.4) (14.7) (.7) (16.2)
- -------------------------------------------------------------------------------------------------------------
Comprehensive Income $20.4 $8.7 $76.0 $50.5
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED CONDENSED STATEMENTS OF COMMON SHAREOWNERS' EQUITY
<TABLE>
<CAPTION>
June 30, December 31,
DOLLARS IN MILLIONS 1999 1998
- -------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Common Stock: authorized 200,000,000 shares, par value
$1 per share; 93,605,736 shares outstanding at June 30, 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 1,258.0 1,253.5
Retained Earnings 211.3 190.0
Treasury Stock, at cost (780,124 and 2,159,330 shares at June 30, 1999
and December 31, 1998, respectively) (19.0) (53.2)
Accumulated Other Comprehensive Losses (38.3) (37.6)
- -------------------------------------------------------------------------------------------------------------
TOTAL COMMON SHAREOWNERS' EQUITY $1,505.6 $1,446.3
- -------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
6
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended June 30,
DOLLARS IN MILLIONS 1999 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 24.8 $ 23.4
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation, depletion and amortization 49.9 39.2
Net changes in price risk management assets and liabilities (19.2) (16.1)
Deferred income taxes and credits (5.3) 17.8
Equity in earnings from investments and partnerships (5.9) (35.5)
Dividends from investments and partnerships 4.2 8.8
Merchant notes receivable (67.7) --
Minority interests 3.2 1.1
Gain on sale of subsidiary stock -- (25.5)
Provision for asset impairments -- 27.7
Changes in certain assets and liabilities:
Accounts receivable, net (95.7) 18.4
Accounts receivable, sold (39.0) --
Inventories and supplies (62.4) 3.3
Prepayments and other 29.8 (21.1)
Deferred charges, net (17.7) 12.3
Accounts payable 102.3 11.3
Accrued liabilities, net (6.7) (27.7)
Other (3.7) 16.4
- ---------------------------------------------------------------------------------------------------------------
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES (109.1) 53.8
- ---------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility plant (18.9) (37.9)
Repayment of debt securities -- 100.1
Investments in international businesses (1.0) (82.6)
Purchase of minority interest in Aquila Gas Pipeline (44.0) --
Investments in energy related properties (104.9) (5.1)
Other (13.5) (33.8)
- ---------------------------------------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES $(182.3) $ (59.3)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED, CONTINUED
<TABLE>
<CAPTION>
Three Months Ended June 30,
DOLLARS IN MILLIONS 1999 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Treasury stock (acquired)/sold $ 19.4 $ (44.8)
Issuance of long-term debt 208.2 30.2
Retirement of long-term debt (1.1) (164.9)
Short-term borrowings, net 104.2 219.7
Cash dividends paid (27.9) (23.7)
Other 8.2 (7.0)
- ---------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES 311.0 9.5
- ---------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents 19.6 4.0
Cash and cash equivalents at beginning of period 169.7 125.1
- ---------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $189.3 $129.1
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
8
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED
<TABLE>
<CAPTION>
Six Months Ended June 30,
DOLLARS IN MILLIONS 1999 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 76.7 $ 66.7
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation, depletion and amortization 94.4 81.2
Net changes in price risk management assets and liabilities (25.0) (25.7)
Deferred income taxes and credits (.8) 16.0
Equity in earnings from investments and partnerships (16.6) (57.7)
Dividends from investments and partnerships 7.2 12.8
Merchant notes receivable (79.5) ---
Minority interests 5.1 1.8
Gain on sale of subsidiary stock --- (25.5)
Provision for asset impairments --- 27.7
Changes in certain assets and liabilities:
Accounts receivable, net (145.2) 199.2
Accounts receivable, sold (7.2) ---
Inventories and supplies 10.6 (8.3)
Prepayments and other 41.4 25.0
Deferred charges, net (26.5) 12.3
Accounts payable 83.4 (221.6)
Accrued liabilities, net .8 31.8
Other 15.2 79.0
- ---------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 34.0 214.7
- ---------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility plant (44.0) (54.4)
Repayment of debt securities --- 100.1
Investments in international businesses (490.1) (82.6)
Purchase of minority interest in Aquila Gas Pipeline (44.0) --
Investments in energy related properties (127.3) (9.1)
Other 6.1 (56.6)
- ---------------------------------------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES $(699.3) $(102.6)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED, CONTINUED
<TABLE>
<CAPTION>
Six Months Ended June 30,
DOLLARS IN MILLIONS 1999 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Treasury stock (acquired)/sold $ 32.8 $ (34.5)
Issuance of long-term debt 518.8 31.0
Retirement of long-term debt (1.9) (165.5)
Short-term borrowings (repayments), net 231.6 159.0
Cash dividends paid (55.4) (48.5)
Other 8.2 (14.0)
- ---------------------------------------------------------------------------------------------------------------
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES 734.1 (72.5)
- ---------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents 68.8 39.6
Cash and cash equivalents at beginning of period 120.5 89.5
- ---------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $189.3 $129.1
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
10
<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.
11
<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 diluted
earnings per share and the effect on income and weighted average number of
shares of dilutive potential common stock for the three- and six-month periods
ended June 30, 1999 and 1998.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
IN MILLIONS, EXCEPT PER SHARE AMOUNTS June 30, June 30,
- ------------------------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Earnings available for common shares $24.8 $23.4 $76.7 $66.7
Interest expense on convertible bonds .1 .1 .1 .1
- ------------------------------------------------------------------------------------------------------------------
Earnings available for common shares
after assumed conversion of dilutive securities $24.9 $23.5 $76.8 $66.8
- ------------------------------------------------------------------------------------------------------------------
Earnings per share:
Basic $ .27 $ .29 $ .84 $ .83
- ------------------------------------------------------------------------------------------------------------------
Diluted $ .27 $ .29 $ .83 $ .82
- ------------------------------------------------------------------------------------------------------------------
Weighted average number of common shares used in basic
EPS 92.7 80.0 91.7 80.2
Share effect of dilutive securities:
Stock options .6 .9 .6 .8
Convertible bonds .3 .3 .3 .4
- ------------------------------------------------------------------------------------------------------------------
Weighted number of common shares and dilutive potential
common shares used in diluted EPS 93.6 81.2 92.6 81.4
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
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, and
AQP is no longer a publicly traded company.
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 increases Aquila's
ownership and control of
12
<PAGE>
UTILICORP UNITED INC.
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS--CONTINUED
(UNAUDITED)
strategically located natural gas storage assets. The 2,200 acre subsurface
facility in Katy, Texas, has a storage capacity of 20 billion cubic feet. The
purchase closed on May 3, 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, St. Joseph Light & Power Company (SJL&P) agreed to merge
into UtiliCorp. Under the agreement, SJL&P shareholders will receive
UtiliCorp common shares equal to $23.00 per SJL&P common share. We will
account for the transaction as a purchase. This transaction was approved by
SJL&P shareholders on June 16, 1999, and is also subject to approval by
various state and federal regulatory agencies. We expect to close this
transaction by mid-2000. The total purchase price is approximately $270
million, including the assumption of about $80 million in debt.
TRUSTPOWER ACQUISITION
Effective January 31, 1999, we closed the purchase of New Zealand based
TrustPower. Working through our 79% owned New Zealand utility, UnitedNetworks
Limited, completion of this transaction made us the New Zealand's largest
electricity distribution company, adding approximately 96,000 TrustPower
customers to UnitedNetworks' system.
EMPIRE DISTRICT ELECTRIC COMPANY
On May 10, 1999, Empire District Electric Company (Empire) agreed to merge into
UtiliCorp. Upon closing, Empire's shareholders 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. The shareholders of Empire are scheduled to vote on the merger on
September 3, 1999. We expect this merger to be completed by the end of 2000.
QUANTA SERVICES, INC.
On June 30, 1999, we signed a letter of intent to invest up to $400 million in
Quanta Services, Inc. (Quanta). Quanta is a provider of specialized contracting
services to electric utilities, telecommunications and cable television
companies, and governmental entities. The initial investment of up to $150
million is expected to close in September 1999, and is subject to approvals
by our Board of Directors, Quanta's Board of Directors, negotiating a
definitive agreement and certain other conditions. A second investment of $250
million would close by September 2000. We are now working with Quanta to
finalize an agreement.
13
<PAGE>
4. DEBT REFINANCING EXCHANGE OFFER
Approximately $131.8 million of our 9% senior notes were exchanged for 8.27%
senior notes and $20.2 million of our 10.5% senior notes were exchanged for
9.03% senior notes.
5. ISSUANCE OF SENIOR NOTES
In July 1999, we issued $250 million of 7% senior notes due July 15, 2004. We
used the proceeds to reduce our short-term debt. The June 30, 1999, balance
sheet reflects a $250 million reclassification from short-term to long-term debt
to reflect the subsequent financing of that short-term debt.
6. PLANT EXPLOSION
On July 1, 1999, the exhaust duct on our 62 MW Greenwood # 3 generation unit
exploded. The unit's gas-fired turbine suffered minimal damage but its
exhaust duct was destroyed and will need to be rebuilt. We expect the plant
will be back on-line by September 30, 1999, with minimal financial impact.
7. REPORTABLE SEGMENT RECONCILIATION
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
- -----------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales:
U. S. Utilities $ 303.9 $ 314.7 $ 775.9 $ 780.1
Aquila Energy 3,476.1 2,170.9 6,468.6 4,478.1
International 189.6 79.5 525.8 201.9
Other .5 (.5) .8 .3
- -----------------------------------------------------------------------------------------------------------
Total $3,970.1 $2,564.6 $7,771.1 $5,460.4
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
EBIT:
U. S. Utilities $27.1 $31.1 $103.7 $ 102.7
Aquila Energy 20.6 (.3) 29.0 21.5
International 34.7 45.6 62.4 61.8
Other 3.2 (5.6) 2.1 (11.0)
- -----------------------------------------------------------------------------------------------------------
Total $85.6 $70.8 $197.2 $175.0
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
14
<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: U.S. UTILITIES, CONSISTING PRIMARILY OF TRANSMISSION,
DISTRIBUTION AND GENERATION UTILITY OPERATIONS IN THE U.S., AQUILA ENERGY
CORPORATION (AQUILA), CONSISTING PRIMARILY OF ENERGY MARKETING (BOTH GAS AND
ELECTRIC), INDEPENDENT POWER PROJECTS AND GAS PROCESSING, GATHERING AND
TRANSMISSION AND INTERNATIONAL, CONSISTING OF VARIOUS OPERATIONS THAT INCLUDE
GENERATION, GAS MARKETING, ELECTRIC DISTRIBUTION AND VARIOUS EQUITY
INVESTMENTS. 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 $241 million under these programs at June 30, 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
15
<PAGE>
million revolving credit agreement. We had no commercial paper borrowings at
June 30, 1999.
We completed an exchange offer that effectively lowered the interest rates to be
paid on two issues of senior notes. Approximately $131.8 million of our 9%
senior notes were exchanged for 8.27% senior notes and $20.2 million of our
10.5% senior notes were exchanged for 9.03% senior notes.
In July 1999, we issued $250 million of 7% Senior Notes due July 15, 2004. We
used the proceeds to reduce short-term debt. The June 30, 1999, balance sheet
reflects a $250 million reclassification from short-term to long-term debt to
reflect the subsequent financing of that short-term debt.
SIGNIFICANT BALANCE SHEET MOVEMENTS
Total assets increased by $834.6 million since December 31, 1998. This increase
is primarily attributable to the following:
- Cash and cash equivalents increased by $68.8 million. This
increase primarily relates to the sale of the retail business
by a subsidiary of United Networks.
- Accounts receivable, net increased $152.7 million. Increased
volumes in the power trading business was the
primary contributor.
- Net property, plant and equipment increased $330.9 million.
This increase is due primarily to the acquisition of
TrustPower network assets in New Zealand.
- Investments in subsidiaries and partnerships increased $221.8
million primarily due to the acquisition of
MultiNet/Ikon Energy in March 1999.
- Merchant notes receivable increased $79.5 million. This results
from increased energy related loan activity by Aquila Energy. This is a
new line of business for Aquila started in October 1998.
Total liabilities increased by $775.3 million and common shareholders' equity
increased by $59.3 million since December 31, 1998. These increases are
primarily attributable to the following:
- Short-term and long-term debt together increased $835.6 million.
This increase is primarily due to the acquisition activity in New
Zealand and the Multinet/Ikon acquisition in Australia.
- Common shareholders' equity increased by $59.3 million primarily
due to a decrease of $34.2 million in treasury stock and an
increase of $21.3 million in retained earnings.
16
<PAGE>
RESULTS OF OPERATIONS
The results of operations for the 1998 period were impacted by several items
which do not have a continuing effect on our financial position or results of
operations. The consolidated table below summarizes the impact of the
non-recurring items on earnings before interest and taxes (EBIT) and diluted
earnings per share (EPS).
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
- ---------------------------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
EBIT EPS EBIT EPS EBIT EPS EBIT EPS
DOLLARS IN MILLIONS
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As reported $85.6 $.27 $70.8 $.29 $197.2 $.83 $175.0 $.82
Non-recurring items:
Provision for asset impairments (a) - - 27.7 .20 - - 27.7 .20
UK contract settlements (b) - - 13.4 .10 - - 13.4 .10
Australia Initial Public Offering (c) - - (45.3) (.32) - - (45.3) (.32)
- ---------------------------------------------------------------------------------------------------------------------
Normalized $85.6 $.27 $66.6 $.27 $197.2 $.83 $170.8 $.80
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
a) In 1998, we recorded a $27.7 million provision for impaired assets
relating to certain retail gas marketing assets, termination of
EnergyOne L.L.C., and the write-off of an independent power project.
b) In 1998, we settled two above-market gas contracts at a net
loss of $6.6 million. In addition, a court ruled against us
on a disputed gas supply contract requiring us to record $6.8
million in interest related to the contract.
c) United Energy Limited (UEL) sold to the public in the second quarter of
1998, 42% of its common stock resulting in a $45.3 million gain.
Normalized earnings or normalized income are terms used by management to
describe the recurring earnings or income. These terms are not meant to
replace net income or other measures under generally accepted accounting
principles.
17
<PAGE>
U.S. UTILITIES
The table below summarizes the operations of our U. S. utilities for the
following periods:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
- ---------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 1999 1998 1999 1998
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales:
Electric $155.2 $158.7 $287.6 $286.7
Gas 101.8 101.8 371.1 380.0
Other 46.9 54.2 117.2 113.4
- ---------------------------------------------------------------------------------------------------------
Total sales 303.9 314.7 775.9 780.1
- ---------------------------------------------------------------------------------------------------------
Cost of sales:
Electric 64.0 64.0 114.7 110.8
Gas 56.6 53.0 232.9 233.8
Other 31.4 47.8 86.3 96.4
- ---------------------------------------------------------------------------------------------------------
Total cost of sales 152.0 164.8 433.9 441.0
- ---------------------------------------------------------------------------------------------------------
Gross profit 151.9 149.9 342.0 339.1
- ---------------------------------------------------------------------------------------------------------
Operating expenses:
Other operating 68.0 66.1 129.6 130.4
Maintenance 14.8 12.4 26.2 22.6
Taxes, other than income taxes 13.9 14.2 28.1 29.5
Provision for asset impairments --- 2.5 --- 2.5
Depreciation and amortization 29.8 24.2 58.1 52.3
- ---------------------------------------------------------------------------------------------------------
Total operating expenses 126.5 119.4 242.0 237.3
- ---------------------------------------------------------------------------------------------------------
Other income 1.7 .6 3.7 .9
- ---------------------------------------------------------------------------------------------------------
EBIT 27.1 31.1 103.7 102.7
Non-recurring items:
Provision for asset impairments --- 2.5 --- 2.5
- ---------------------------------------------------------------------------------------------------------
Normalized EBIT $ 27.1 $ 33.6 $103.7 $105.2
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
QUARTER-TO-QUARTER
Normalized EBIT for our U.S. utilities decreased $6.5 million when comparing
1999 to 1998. Milder weather was the primary contributor, reducing EBIT by
$4.5 million. In addition, off-system power sales were higher in 1998 as a
result of a heat wave in the Midwest and outages experienced by several
utilities. This did not re-occur during 1999. Depreciation expense in 1999
was greater than 1998 as the result of additions to property, plant and
equipment since 1998 and changes in the depreciation rates in Missouri that
became effective in mid-1998. Offsetting these items was the continued
customer growth experienced in our service areas.
YEAR-TO-DATE
(FACTORS DISCUSSED IN THE QUARTER-TO-QUARTER COMPARISON ALSO AFFECTED THE
YEAR-TO-DATE COMPARISONS.)
Normalized EBIT for the six months ended June 30, 1999, was $1.5 less than
the same period in 1998. Weather for the six month period in 1999 was milder
than the same period in 1998, reducing EBIT by $2.3 million. The Missouri
rate case which became effective in April 1998, reduced 1999 EBIT by $6.4
million when compared to the 1998 period. Offsetting these items are reduced
purchased power costs driven by lower spot prices during the first quarter of
1999 and continued customer growth in the service areas.
18
<PAGE>
REGULATORY MATTERS
We have negotiated settlements with the Commission staff in our electric and
gas rate cases filed in West Virginia. The electric case requested $2.9
million and the gas case $4.7 million. The settlement in the electric case
resulted in a $0.7 million increase in rates based on the 1997 information
filed. However, since that time purchase power contracts have been
re-negotiated reducing the costs of purchased power by about $1.7 million.
Accordingly, the rates charged to the electric customers of West Virginia
will be reduced by about $1.0 million annually. The gas case settlement in the
amount of $ 2.5 million has been accepted by all parties and is currently
before the Commission for approval.
In response to a show-cause motion by the Staff of the Kansas Corporation
Commission, we filed a revenue requirement "report." This report indicated
that rates could be increased $3.0-$4.0 million. However, we deferred making
a formal request pending the outcome of a purchased power contract
negotiation. The Staff is now reviewing our report as filed and will respond
to that filing in October 1999.
We filed for a gas rate increase in Nebraska Rate Area 2 requesting $3.2
million. Additional filings in Nebraska are expected later this year and
communities in the affected Rate Areas have been formally notified.
ST. JOSEPH LIGHT & POWER COMPANY
On March 4, 1999, St. Joseph Light & Power Company (SJL&P) agreed to merge
into UtiliCorp. Under the agreement, SJL&P shareholders will receive
UtiliCorp common shares equal to $23.00 per SJL&P common share. We will
account for the transaction as a purchase. The merger was approved by SJL&P
shareholders on June 16, 1999, and is also subject to approval by state and
federal regulatory agencies. We expect to close this transaction by mid-2000.
The total purchase price is approximately $270 million, including the
assumption of about $80 million in debt.
EMPIRE DISTRICT ELECTRIC COMPANY
On May 10, 1999, Empire District Electric Company (Empire) agreed to merge
into UtiliCorp. Upon closing, Empire's shareholders 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. The merger
will be voted on by Empire shareholders on September 3, 1999, and is also
subject to approval by certain state and federal regulatory agencies. We
expect this merger to be completed by the end of 2000.
QUANTA SERVICES, INC.
On June 30, 1999, we signed a letter of intent to invest up to $400 million
in Quanta Services, Inc. (Quanta). Quanta is a provider of specialized
contracting services to electric utilities, telecommunications and cable
television companies, and governmental entities. The initial investment of up
to $150 million is expected to close in September 1999, and is subject to
approvals by our Board of Directors, Quanta's Board of Directors, negotiating
a definitive agreement and certain other conditions. A second investment of
$250 million would close by September 2000. We are now working with Quanta to
finalize an agreement.
19
<PAGE>
AQUILA ENERGY
The table below summarizes the operations of Aquila Energy for the following
periods:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
- ---------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 1999 1998 1999 1998
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales:
Marketing and trading $3,210.9 $1,905.2 $6,013.0 $3,975.2
Energy assets 265.2 265.7 455.6 502.9
- ---------------------------------------------------------------------------------------------------------
Total sales 3,476.1 2,170.9 6,468.6 4,478.1
- ---------------------------------------------------------------------------------------------------------
Cost of sales:
Cost of marketing and trading 3,175.8 1,874.6 5,956.6 3,918.5
Energy assets 240.0 244.2 411.7 458.5
- ---------------------------------------------------------------------------------------------------------
Total cost of sales 3,415.8 2,118.8 6,368.3 4,377.0
- ---------------------------------------------------------------------------------------------------------
Gross profit 60.3 52.1 100.3 101.1
- ---------------------------------------------------------------------------------------------------------
Operating expenses:
Operating and maintenance 38.6 31.2 70.6 57.3
Provision for asset impairments --- 17.2 --- 17.2
Depreciation, depletion and amortization 8.7 7.6 16.7 15.0
- ---------------------------------------------------------------------------------------------------------
Total operating expenses 47.3 56.0 87.3 89.5
- ---------------------------------------------------------------------------------------------------------
Other income, net 7.6 3.6 16.0 9.9
- ---------------------------------------------------------------------------------------------------------
Reported EBIT 20.6 (.3) 29.0 21.5
Non-recurring items:
Provision for asset impairments --- 17.2 --- 17.2
- ---------------------------------------------------------------------------------------------------------
Normalized EBIT $ 20.6 $ 16.9 $ 29.0 $ 38.7
- ---------------------------------------------------------------------------------------------------------
EBIT by business subunit:
Marketing and trading $ 4.2 $ 4.2 $ 7.0 $ 10.4
Energy assets 16.4 12.7 22.0 28.3
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Total $ 20.6 $ 16.9 $ 29.0 $ 38.7
- ---------------------------------------------------------------------------------------------------------
</TABLE>
QUARTER-TO-QUARTER
MARKETING AND TRADING
Normalized EBIT for Energy Marketing and Trading was even with the prior
year. Gas and power trading volumes were up over the prior year 12% and 130%,
respectively. However, earnings opportunities were reduced because pricing
was not as volatile as in the prior year. As the result of improvements in
regulatory risks associated with certain long-term contracts, we were able to
enhance the contract portfolio value and associated earnings. These items,
combined with increases in operating expenses stemming from growth of the
business, resulted in EBIT that was even with the prior year.
ENERGY ASSETS
EBIT for Energy Assets increased $3.7 million from the prior year. Prices of
natural gas liquids (NGLs), which were 20% higher in 1999, were the primary
contributor to the EBIT growth. Higher volumes from new well connects
resulted in a 30% increase in throughput. We also had savings from the
restructuring announced in the first quarter of 1999. Our purchase of a gas
storage facility in March 1999 contributed $1.3 million to the increase in
EBIT. Offsetting these items was the reduced income from our equity position
in an independent power project and a $1.5 million loss associated with the
sale of a pipeline system in the second quarter of 1999.
20
<PAGE>
YEAR-TO-DATE
(FACTORS DISCUSSED IN THE QUARTER-TO-QUARTER COMPARISON ALSO AFFECTED THE
YEAR-TO-DATE COMPARISONS.)
MARKETING AND TRADING
On a year-to-date basis, gas and power trading volumes increased 19% and
109%, respectively. As mentioned above, price volatility was not as great in
1999 as in 1998, and gas storage levels remained high, limiting our earnings
opportunities in 1999.
ENERGY ASSETS
Energy Assets EBIT decreased $6.3 million on a year-to-date basis compared to
1998. In the first quarter of 1999, although throughput volumes increased
24%, NGL prices and production volumes decreased 19% and 25%, respectively,
resulting in a net reduction of EBIT. These factors combined with a
restructuring charge of $2.8 million and costs associated with the evaluation
of the tender offer for AQP shares reduced EBIT on a year-to-date basis
compared to the prior year.
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. As a
result, AQP is no longer a publicly traded company.
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 facility is located in Katy, Texas. The
purchase closed on May 3, 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 utility division of UtiliCorp. The power
plant is expected to be completed in phases with a simple-cycle operation
starting in June 2001 and a combined-cycle operation starting in January 2002.
21
<PAGE>
INTERNATIONAL
The table below summarizes the operations of our international business for the
following periods:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
- ---------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 1999 1998 1999 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales $189.7 $ 79.5 $525.8 $201.9
- ---------------------------------------------------------------------------------------------------------------
Cost of sales 129.2 70.2 412.8 176.5
- ---------------------------------------------------------------------------------------------------------------
Gross profit 60.5 9.3 113.0 25.4
- ---------------------------------------------------------------------------------------------------------------
Operating expenses:
Other operating 14.1 4.5 26.7 12.6
Maintenance 1.0 .9 2.2 1.6
Taxes, other than income taxes 2.9 3.1 5.8 6.1
Depreciation and amortization 11.4 3.2 22.7 5.9
- ---------------------------------------------------------------------------------------------------------------
Total operating expense 29.4 11.7 57.4 26.2
- ---------------------------------------------------------------------------------------------------------------
Equity earnings in subsidiaries and partnerships 3.2 54.4 8.2 68.2
Other income (expense) .4 (6.4) (1.4) (5.6)
- ---------------------------------------------------------------------------------------------------------------
Reported EBIT 34.7 45.6 62.4 61.8
- ---------------------------------------------------------------------------------------------------------------
Non-recurring items:
Gain on sale --- (45.3) --- (45.3)
UK gas contracts reserve --- 13.4 --- 13.4
- ---------------------------------------------------------------------------------------------------------------
Normalized EBIT $ 34.7 $ 13.7 $ 62.4 $ 29.9
- ---------------------------------------------------------------------------------------------------------------
EBIT by business subunit:
Australia $ 6.4 $ 4.9 $ 11.6 $ 14.5
New Zealand 21.5 3.8 36.1 5.2
United Kingdom 3.1 .9 7.2 (.8)
Canada 3.7 4.1 7.5 11.0
- ---------------------------------------------------------------------------------------------------------------
Normalized EBIT $ 34.7 $ 13.7 $ 62.4 $ 29.9
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
QUARTER-TO-QUARTER
DELIVERY NETWORKS (AUSTRALIA, NEW ZEALAND AND CANADA)
In Australia, the operational integration of our purchase of the
Multinet/Ikon gas distribution system is progressing better than expected and
the telecommunications business continues to increase its contribution. We
recently signed Vodafone to a multi-year contract.
EBIT from New Zealand increased $17.7 million to $21.5 million in 1999
compared to 1998. This increase is due to the additional $744 million we
invested in New Zealand over the last six months. As a result of these
investments, our ownership interest increased to 78.8% from 37.5% in United
Networks. 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.
ENERGY MERCHANT (UNITED KINGDOM)
EBIT from our international energy merchant business increased $2.2 million.
Trading results improved and the number of indirect customers increased
substantially as a result of contracts signed with a regional electric
company and a joint venture in the United Kingdom. The joint venture recently
agreed to be acquired by another company
22
<PAGE>
and there is a possibility we will not renew our trading agreement with the
joint venture for next year.
YEAR-TO-DATE
(FACTORS DISCUSSED IN THE QUARTER-TO-QUARTER COMPARISON ALSO AFFECTED THE
YEAR-TO-DATE COMPARISONS.)
DELIVERY NETWORKS (AUSTRALIA, NEW ZEALAND AND CANADA)
EBIT from Australia decreased $2.9 million on a year-to-date basis.
Offsetting the contribution of our Multinet/Ikon acquisition in the second
quarter was the impact of our reduced ownership in the electric distribution
business resulting from the initial public offering in the second quarter of
1998.
New Zealand EBIT increased $30.9 million on a year-to-date basis due to
increased ownership and full consolidation of the investment as discussed
above.
EBIT from Canada was down $3.5 million year-to-date in 1999 primarily due to
warmer than expected weather, a change in regulatory accounting requirements
and the timing of capital projects.
ENERGY MERCHANT (UNITED KINGDOM)
EBIT increased $8.0 million in our international energy merchant business on
a year-to-date basis. Trading results improved and we had a substantial
increase in our indirect customers as discussed above. EBIT in 1999 was also
enhanced by the settlement of non-economic gas supply contracts in the 1998
second quarter.
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 to 1999 EPS.
TRUSTPOWER ACQUISITION
Effective January 31, 1999, we closed 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
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 have an
impact on 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, 2001, is not known at this time.
23
<PAGE>
YEAR 2000 STATUS
We continue to address Year 2000 readiness in our information and operational
systems. Prior to June 30 we completed remediation of mission critical
systems and development of local contingency plans to utilize in the unlikely
event of a Year 2000 interruption in our systems or one of our key suppliers.
We are currently completing post remediation testing and verification of
upgrades. We are also integrating, arranging for resources, and finalizing
staff assignments for the contingency plans.
We expect these final phases to be complete by September 30. Certain
non-critical systems that are not Year 2000 ready may 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
Most of our information systems and related software are already Year 2000
ready. We installed several new software systems, including financial,
customer information (in certain locations), and various support systems
through a company-wide reengineering project that began in 1994. The
final portions of our customer information system will be implemented in
2000, but the existing system which these portions will replace is currently
Year 2000 ready.
Since inception of the reengineering project, we have spent $137 million. We
expect to spend another $10 million over the remainder of 1999.
OPERATIONS AND EMBEDDED SYSTEMS
We identified, inventoried, and assessed all potentially affected equipment,
systems, and software. We have completed certain system replacements that
affect our ability to serve customers and manage operations. 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, some after December 31, 1999.
We prepared contingency plans for our businesses that includes procedures to
operate our energy networks under conditions arising from possible Year 2000
issues. We are integrating these local level plans into a uniform whole and
coordinating our contingency plans with other utilities and suppliers.
24
<PAGE>
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
We held our annual meeting of shareholders on May 5, 1999. At the
meeting, the following matters were voted on by the shareholders:
1. Election of Directors:
<TABLE>
<CAPTION>
DIRECTOR TERM VOTES VOTES
FOR WITHHELD
<S> <C> <C> <C>
Robert F. Jackson, Jr. 3 years 52,986,471 970,700
Herman Cain 3 years 53,051,791 905,380
Robert K. Green 3 years 53,040,851 916,320
</TABLE>
Following the election, our Board of Directors consisted of Richard C. Green,
Jr.; John R. Baker; Herman Cain; Robert K. Green; Irvine O. Hockaday,
Jr.; Stanley O. Ikenberry, Ph.D.; Robert F. Jackson, Jr.; L. Patton
Kline; and Avis Green Tucker.
2. The shareholders voted 42,457,579 For, 10,707,623 Against and 791,969
Abstain to amend the Amended and Restated 1986 Stock incentive Plan to
allow the issuance of an additional 3,000,000 shares (pre-split) pursuant
to the Plan.
ITEM 6. EXHIBITS
(a) LIST OF EXHIBITS:
*4(a)1 Tenth Supplemental Indenture, dated as of March 31,
1999.
*4(a)2 Eleventh Supplemental Indenture, dated as of July 20,
1999.
10(a)1 Amendment to Amended and Restated 1986 Stock Incentive
Plan
27 Financial Data Schedule--For the six months ended
June 30, 1999.
(b) REPORT ON FORM 8-K
We filed no reports on Form 8-K for the quarter ended June
30, 1999.
- ---------------
* Exhibits marked with an asterisk were filed as Exhibits to the Registrant's
filing on Form S-4, Registration Statement No. 333-83979, filed on July
29, 1999, and are hereby incorporated by reference.
25
<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: August 12, 1999
By: /s/ James S. Brook
------------------------
James S. Brook
Vice President, Controller and Chief Accounting Officer
Date: August 12, 1999
26
<PAGE>
Exhibit 10(a)1
UtiliCorp United Inc.
Exhibit to SEC filing on Form 10-Q
For the three months ending June 30, 1999
On May 5, 1999, the shareholders of the registrant voted to increase the
number of shares that could be issued pursuant to the Amended and Restated
1986 Stock Incentive Plan from 2,000,000 shares to 3,000,000 (pre-split) shares.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ENDING JUNE 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 189
<SECURITIES> 0
<RECEIVABLES> 1,290
<ALLOWANCES> 0
<INVENTORY> 225
<CURRENT-ASSETS> 1,956
<PP&E> 5,211
<DEPRECIATION> 1,566
<TOTAL-ASSETS> 6,826
<CURRENT-LIABILITIES> 2,328
<BONDS> 1,980
100
0
<COMMON> 94
<OTHER-SE> 1,412
<TOTAL-LIABILITY-AND-EQUITY> 6,826
<SALES> 7,771
<TOTAL-REVENUES> 7,771
<CGS> 7,215
<TOTAL-COSTS> 381
<OTHER-EXPENSES> (22)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 84
<INCOME-PRETAX> 114
<INCOME-TAX> 37
<INCOME-CONTINUING> 77
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 77
<EPS-BASIC> .84
<EPS-DILUTED> .83
</TABLE>
