FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2003
or
o |
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 1-6446

Kinder Morgan, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Kansas |
|
48-0290000 |
(State or Other Jurisdiction of |
|
(I.R.S. Employer |
500 Dallas Street, Suite 1000, Houston, Texas 77002 |
(Address of Principal Executive Offices, Including Zip Code) |
(713) 369-9000 |
(Registrant's Telephone Number, Including Area Code) |
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o
The number of shares outstanding of the registrant's common stock, $5 par value, as of July 31, 2003 was 123,291,645 shares.
KINDER MORGAN, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003
Contents
Page |
||
| PART I. | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements (Unaudited) | |
Consolidated Balance Sheets |
3-4 |
|
Consolidated Statements of Operations |
5 |
|
Consolidated Statements of Cash Flows |
6 |
|
Notes to Consolidated Financial Statements |
7-26 |
|
| Item 2. | Management's Discussion and Analysis of Financial |
|
Condition and Results of Operations |
27-42 |
|
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
42 |
| Item 4. | Controls and Procedures |
42 |
| PART II. | OTHER INFORMATION |
|
| Item 1. | Legal Proceedings |
43 |
| Item 2. | Changes in Securities and Use of Proceeds |
43 |
| Item 3. | Defaults Upon Senior Securities |
43 |
| Item 4. | Submission of Matters to a Vote of Security Holders |
43-44 |
| Item 5. | Other Information |
44 |
| Item 6. | Exhibits and Reports on Form 8-K |
45 |
| SIGNATURE | 46 |
|
2
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements.
CONSOLIDATED BALANCE SHEETS (Unaudited)
Kinder Morgan, Inc. and Subsidiaries
June 30, |
December 31, |
||
2003 |
2002 |
||
(In thousands) |
|||
| ASSETS: | |||
| Current Assets: | |||
| Cash and Cash Equivalents | $ 29,932 |
$ 35,653 |
|
| Restricted Deposits | 2,047 |
2,783 |
|
| Accounts Receivable, Net: | |||
| Trade | 58,496 |
82,258 |
|
| Related Parties | 1,324 |
48,054 |
|
| Inventories | 27,248 |
62,760 |
|
| Gas Imbalances | 50,043 |
32,033 |
|
| Other | 143,606 |
157,454 |
|
312,696 |
420,995 |
||
| Investments: | |||
| Kinder Morgan Energy Partners | 2,089,443 |
2,034,160 |
|
| Goodwill | 969,443 |
990,878 |
|
| Other | 291,180 |
285,883 |
|
3,350,066 |
3,310,921 |
||
| Property, Plant and Equipment | 6,548,167 |
6,544,418 |
|
| Less Accumulated Depreciation and Amortization | (546,409) |
(496,311) |
|
6,001,758 |
6,048,107 |
||
| Deferred Charges and Other Assets | 298,503 |
322,727 |
|
| Total Assets | $ 9,963,023 |
$10,102,750 |
|
=========== |
=========== |
||
The accompanying notes are an integral part of these statements.
3
CONSOLIDATED BALANCE SHEETS (Unaudited)
Kinder Morgan, Inc. and Subsidiaries
June 30, |
December 31, |
||
2003 |
2002 |
||
(In thousands except shares) |
|||
| LIABILITIES AND STOCKHOLDERS' EQUITY: | |||
| Current Liabilities: | |||
| Current Maturities of Long-term Debt | $ - |
$ 501,267 |
|
| Notes Payable | 221,500 |
- |
|
| Accounts Payable: | |||
| Trade | 32,485 |
88,227 |
|
| Related Parties | 2,657 |
50 |
|
| Accrued Interest | 68,539 |
80,158 |
|
| Accrued Expenses | 31,483 |
49,580 |
|
| Accrued Taxes | 34,568 |
27,355 |
|
| Gas Imbalances | 41,225 |
50,394 |
|
| Other | 69,505 |
69,501 |
|
501,962 |
866,532 |
||
| Other Liabilities and Deferred Credits: | |||
| Deferred Income Taxes | 2,485,964 |
2,435,780 |
|
| Other | 147,975 |
210,869 |
|
2,633,939 |
2,646,649 |
||
| Long-term Debt: | |||
| Outstanding | 2,842,440 |
2,852,181 |
|
| Value of Interest Rate Swaps | 185,623 |
139,589 |
|
3,028,063 |
2,991,770 |
||
| Kinder Morgan-Obligated Mandatorily Redeemable Preferred | |||
| Capital Trust Securities of Subsidiary Trusts Holding | |||
| Solely Debentures of Kinder Morgan | 275,000 |
275,000 |
|
| Minority Interests in Equity of Subsidiaries | 983,346 |
967,802 |
|
| Stockholders' Equity: | |||
| Common Stock- | |||
| Authorized - 150,000,000 Shares, Par Value $5 Per Share | |||
| Outstanding - 130,852,688 and 129,861,650 Shares, | |||
| Respectively, Before Deducting 8,260,375 and 8,168,241 | |||
| Shares Held in Treasury | 654,263 |
649,308 |
|
| Additional Paid-in Capital | 1,698,253 |
1,681,042 |
|
| Retained Earnings | 654,718 |
486,062 |
|
| Treasury Stock | (410,999) |
(406,630) |
|
| Deferred Compensation | (8,214) |
(10,066) |
|
| Accumulated Other Comprehensive Loss | (47,308) |
(44,719) |
|
| Total Stockholders' Equity | 2,540,713 |
2,354,997 |
|
| Total Liabilities and Stockholders' Equity | $ 9,963,023 |
$10,102,750 |
|
=========== |
=========== |
||
The accompanying notes are an integral part of these statements.
4
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Kinder Morgan, Inc. and Subsidiaries
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||
2003 |
2002 |
2003 |
2002 |
|||||
(In thousands except per share amounts) |
||||||||
| Operating Revenues: | ||||||||
| Natural Gas Transportation and Storage | $ 162,974 |
$ 143,410 |
$ 345,827 |
$ 296,816 |
||||
| Natural Gas Sales | 70,490 |
54,291 |
193,489 |
175,067 |
||||
| Other | 18,401 |
16,033 |
31,417 |
33,252 |
||||
| Total Operating Revenues | 251,865 |
213,734 |
570,733 |
505,135 |
||||
| Operating Costs and Expenses: | ||||||||
| Gas Purchases and Other Costs of Sales | 79,852 |
53,310 |
192,807 |
154,557 |
||||
| Operations and Maintenance | 31,549 |
33,225 |
61,450 |
62,305 |
||||
| General and Administrative | 18,786 |
17,108 |
35,194 |
36,658 |
||||
| Depreciation and Amortization | 29,047 |
25,994 |
58,672 |
51,998 |
||||
| Taxes, Other Than Income Taxes | 7,383 |
7,226 |
14,557 |
14,391 |
||||
| Total Operating Costs and Expenses | 166,617 |
136,863 |
362,680 |
319,909 |
||||
| Operating Income | 85,248 |
76,871 |
208,053 |
185,226 |
||||
| Other Income and (Expenses): | ||||||||
| Equity in Earnings of Kinder Morgan Energy Partners | 113,732 |
93,394 |
225,227 |
183,485 |
||||
| Equity in Earnings of Other Equity Investments | 2,719 |
4,056 |
5,202 |
6,428 |
||||
| Interest Expense, Net | (31,314) |
(39,810) |
(71,288) |
(79,358) |
||||
| Minority Interests | (15,476) |
(12,824) |
(31,397) |
(25,601) |
||||
| Other, Net | (874) |
1,477 |
122 |
5,050 |
||||
| Total Other Income and (Expenses) | 68,787 |
46,293 |
127,866 |
90,004 |
||||
| Income Before Income Taxes | 154,035 |
123,164 |
335,919 |
275,230 |
||||
| Income Taxes | 59,841 |
50,712 |
130,655 |
114,390 |
||||
| Net Income | $ 94,194 |
$ 72,452 |
$ 205,264 |
$ 160,840 |
||||
| ========= | ========= | ========= | ========= | |||||
| Basic Earnings Per Common Share | $ 0.77 |
$ 0.59 |
$ 1.68 |
$ 1.31 |
||||
| ========= | ========= | ========= | ========= | |||||
| Number of Shares Used in Computing Basic | ||||||||
| Earnings Per Common Share | 122,218 |
122,015 |
122,048 |
122,703 |
||||
| ========= | ========= | ========= | ========= | |||||
| Diluted Earnings Per Common Share | $ 0.76 |
$ 0.59 |
$ 1.66 |
$ 1.30 |
||||
| ========= | ========= | ========= | ========= | |||||
| Number of Shares Used in Computing Diluted | ||||||||
| Earnings Per Common Share | 123,474 |
123,230 |
123,285 |
124,026 |
||||
| ========= | ========= | ========= | ========= | |||||
| Dividends Per Common Share | $ 0.15 |
$ 0.05 |
$ 0.30 |
$ 0.10 |
||||
| ========= | ========= | ========= | ========= | |||||
The accompanying notes are an integral part of these statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Kinder Morgan, Inc. and Subsidiaries
Increase (Decrease) in Cash and Cash Equivalents
Six Months Ended June 30, |
|||
2003 |
2002 |
||
(In thousands) |
|||
| Cash Flows From Operating Activities: | |||
| Net Income | $ 205,264 |
$ 160,840 |
|
| Adjustments to Reconcile Net Income to Net
Cash Flows from Operating Activities: |
|||
| Depreciation and Amortization | 58,672 |
51,998 |
|
| Deferred Income Taxes | 56,502 |
28,916 |
|
| Equity in Earnings of Kinder Morgan Energy Partners | (225,227) |
(183,485) |
|
| Distributions from Kinder Morgan Energy Partners | 177,316 |
148,591 |
|
| Equity in Earnings of Other Investments | (5,202) |
(6,428) |
|
| Minority Interests in Income of Consolidated Subsidiaries | 20,441 |
14,645 |
|
| Deferred Purchased Gas Costs | (11,339) |
3,921 |
|
| Net (Gains) Losses on Sales of Assets | 4,297 |
(2,567) |
|
| Gain from Settlement of Orcom Note | (2,917) |
- |
|
| Litigation Settlement and Escrow Deposit | - |
(22,050) |
|
| Pension Contribution in Excess of Expense | - |
(18,772) |
|
| Changes in Gas in Underground Storage | 66,852 |
(17,503) |
|
| Changes in Other Working Capital Items | (64,330) |
27,765 |
|
| Proceeds from Termination of Interest Rate Swap | 28,147 |
- |
|
| Other, Net | (10,832) |
(4,434) |
|
| Net Cash Flows Provided by Continuing Operations | 297,644 |
181,437 |
|
| Net Cash Flows Used in Discontinued Operations | (807) |
(5,136) |
|
| Net Cash Flows Provided by Operating Activities | 296,837 |
176,301 |
|
| Cash Flows From Investing Activities: | |||
| Capital Expenditures | (47,827) |
(77,720) |
|
| Investment in Kinder Morgan Energy Partners | (1,764) |
- |
|
| Other Investments | (8,677) |
(167,085) |
|
| Proceeds from Settlement of Orcom Note | 2,627 |
- |
|
| Proceeds from Sales of Assets | 6,421 |
4,941 |
|
| Net Cash Flows Used in Investing Activities | (49,220) |
(239,864) |
|
| Cash Flows From Financing Activities: | |||
| Short-term Debt, Net | 221,500 |
230,227 |
|
| Long-term Debt Retired | (511,083) |
(636) |
|
| Common Stock Issued | 24,545 |
12,314 |
|
| Short-term Advances From (To) Unconsolidated Affiliates | 49,337 |
(24,727) |
|
| Orcom Proceeds Payable to Pacificorp | 2,622 |
- |
|
| Repurchase of Kinder Morgan Management, LLC Shares | (928) |
- |
|
| Treasury Stock Acquired | (2,478) |
(139,875) |
|
| Cash Dividends, Common Stock | (36,608) |
(12,302) |
|
| Minority Interests, Net | (245) |
(216) |
|
| Net Cash Flows (Used in) Provided by Financing Activities | (253,338) |
64,785 |
|
| Net (Decrease) Increase in Cash and Cash Equivalents | (5,721) |
1,222 |
|
| Cash and Cash Equivalents at Beginning of Period | 35,653 |
16,134 |
|
| Cash and Cash Equivalents at End of Period | $ 29,932 |
$ 17,356 |
|
=========== |
=========== |
||
For supplemental cash flow information, see Note 5.
The accompanying notes are an integral part of these statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Summary of Significant Accounting Policies
Stock-Based Compensation
SFAS No. 123, Accounting for Stock-Based Compensation, encourages, but does not require, entities to adopt the fair value method of accounting for stock-based compensation plans. As allowed under SFAS No. 123, we continue to apply Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Accordingly, compensation expense is not recognized for stock options unless the options are granted at an exercise price lower than the market price on the grant date. Had compensation cost for these plans been determined consistent with SFAS No. 123, net income and diluted earnings per share would have been reduced to the pro forma amounts shown in the table below. Because the SFAS No. 123 method of accounting has not been applied to options granted prior to January 1, 1995, the resulting pro forma compensation cost may not be representative of that to be expected in future years. Additionally, the pro forma amounts include approximately $253,000 and $290,000 for the three months ended June 30, 2003 and 2002, respectively and $500,000 and $568,000 for the six months ended June 30, 2003 and 2002, respectively, related to the purchase discount offered under the employee stock purchase plan.
Three Months Ended |
Six Months Ended |
||||||
2003 |
2002 |
2003 |
2002 |
||||
| Net Income, As Reported | $ 94,194 |
$ 72,452 |
$ 205,264 |
$ 160,840 |
|||
| Add: Stock-based Employee
Compensation Expense Included in Reported Net Income, Net of Related Tax Effects |
234 |
223 |
474 |
446 |
|||
| Deduct: Total Stock-based
Employee Compensation Expense Determined under Fair Value Method for All Awards, Net of Related Tax Effects |
(3,875) |
(3,703) |
(7,881) |
(7,896) |
|||
| Pro Forma Net Income | $ 90,553 |
$ 68,972 |
$ 197,857 |
$ 153,390 |
|||
========= |
========= |
========= |
========= |
||||
| Basic Earnings Per Common Share: | |||||||
| As Reported | $ 0.77 |
$ 0.59 |
$ 1.68 |
$ 1.31 |
|||
========= |
========= |
========= |
========= |
||||
| Pro Forma | $ 0.74 |
$ 0.57 |
$ 1.62 |
$ 1.25 |
|||
========= |
========= |
========= |
========= |
||||
| Diluted Earnings Per Common Share: | |||||||
| As Reported | $ 0.76 |
$ 0.59 |
$ 1.66 |
$ 1.30 |
|||
========= |
========= |
========= |
========= |
||||
| Pro Forma | $ 0.73 |
$ 0.56 |
$ 1.60 |
$ 1.24 |
|||
========= |
========= |
========= |
========= |
||||
2. General
We are a provider of energy and related services and have operations in the Rocky Mountain and mid-continent regions of the United States, with principal operations in Arkansas, Colorado, Illinois, Iowa, Kansas, Nebraska, Oklahoma, Texas and Wyoming. We have both regulated and nonregulated operations. Our business activities include: (i) storing, transporting and selling natural gas, (ii) providing retail natural gas distribution services and (iii) operating and, in previous periods, constructing, natural gas-fired electric generation facilities. In addition, we own the general partner interest, as well as significant limited partner interests, in Kinder Morgan Energy Partners, L.P., a publicly traded pipeline master limited partnership, referred to in these Notes as "Kinder Morgan Energy Partners," and receive a
7
substantial portion of our earnings from returns on these investments. Our common stock is traded on the New York Stock Exchange under the symbol "KMI."
We have prepared the accompanying unaudited interim consolidated financial statements under the rules and regulations of the Securities and Exchange Commission. Under such rules and regulations, we have condensed or omitted certain information and notes normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America. We believe, however, that our disclosures are adequate to make the information presented not misleading. The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial results for the interim periods presented. You should read these interim consolidated financial statements in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2002 ("2002 Form 10-K"). Certain prior period amounts have been reclassified to conform to the current presentation. Unless the context requires otherwise, references to "we," "us," "our," or the "Company" are intended to mean Kinder Morgan, Inc. and its consolidated subsidiaries.
3. Earnings Per Share
Basic earnings per common share is computed based on the weighted-average number of common shares outstanding during each period. In recent periods, we have repurchased a significant number of our outstanding shares, see Note 13. Diluted earnings per common share is computed based on the weighted-average number of common shares outstanding during each period, increased by the assumed exercise or conversion of securities (stock options are currently the only such securities outstanding) convertible into common stock, for which the effect of conversion or exercise using the treasury stock method would be dilutive.
Three Months Ended |
Six Months Ended |
||||||
2003 |
2002 |
2003 |
2002 |
||||
(In thousands) |
|||||||
| Weighted-average Common Shares Outstanding | 122,218 |
122,015 |
122,048 |
122,703 |
|||
| Dilutive Common Stock Options | 1,256 |
1,215 |
1,237 |
1,323 |
|||
| Shares Used to Compute Diluted Earnings Per Common Share | 123,474 |
123,230 |
123,285 |
124,026 |
|||
======== |
======== |
======== |
======== |
||||
Weighted-average stock options outstanding totaling 2.4 million and 2.6 million for the three months ended June 30, 2003 and 2002, respectively and 2.5 million and 2.5 million for the six months ended June 30, 2003 and 2002, respectively, were excluded from the diluted earnings per common share calculation because the effect of including them would have been antidilutive.
4. Interest Expense, Net
"Interest Expense, Net" as presented in the accompanying interim Consolidated Statements of Operations is net of the debt component of the allowance for funds used during construction, which was $0.1 million and $0.5 million for the three months ended June 30, 2003 and 2002, respectively and $0.4 million and $0.9 million for the six months ended June 30, 2003 and 2002, respectively.
8
5. Cash Flow Information
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Changes in Other Working Capital Items:
(Net of Effects of Acquisitions and Sales)
Increase (Decrease) in Cash and Cash Equivalents
Six Months Ended |
|||
2003 |
2002 |
||
(In thousands) |
|||
| Accounts Receivable | $ 25,020 |
$ 58,351 |
|
| Materials and Supplies Inventory | (506) |
6,096 |
|
| Other Current Assets | (5,294) |
(19,659) |
|
| Accounts Payable | (44,913) |
(49,516) |
|
| Other Current Liabilities | (38,637) |
32,493 |
|
$ (64,330) |
$ 27,765 |
||
========= |
========= |
||
Supplemental Disclosures of Cash Flow Information:
| Cash Paid During the Period for: | |||
| Interest, Net of Amount Capitalized | $ 85,038 |
$ 79,550 |
|
========= |
========= |
||
| Distribution on Preferred Capital Trust Securities | $ 10,956 |
$ 10,956 |
|
========= |
========= |
||
| Income Taxes Paid | $ 62,990 |
$ 61,474 |
|
========= |
========= |
||
Distributions received by our Kinder Morgan Management subsidiary from its investment in i-units of Kinder Morgan Energy Partners are in the form of additional i-units, while distributions made by Kinder Morgan Management to its shareholders are in the form of additional Kinder Morgan Management shares, see Note 7. "Other, Net" as presented in the accompanying interim Consolidated Statements of Cash Flows principally consists of other non-cash increases and decreases to earnings, including amortization of deferred revenue, amortization of debt discount and expense and amortization of interest rate swap proceeds previously received upon termination of the swap. For the six months ended June 30, 2003, this line item also includes approximately $4.1 million attributable to a reduction in interest expense associated with the final settlement of a regulatory matter at Natural Gas Pipeline Company of America.
9
6. Comprehensive Income
Our comprehensive income for the three months and six months ended June 30, 2003 and 2002 is as follows:
Three Months Ended June 30, |
Six Months Ended June 30, |
||||||
2003 |
2002 |
2003 |
2002 |
||||
(In thousands) |
|||||||
| Net Income | $ 94,194 |
$ 72,452 |
$ 205,264 |
$ 160,840 |
|||
| Other Comprehensive Income (Loss), Net of Tax: | |||||||
| Change in Fair Value of Derivatives Utilized | |||||||
| for Hedging Purposes, Net of Tax | (9,430) |
(2,144) |
(30,534) |
(12,627) |
|||
| Reclassification of Change in Fair Value of | |||||||
| Derivatives to Net Income, Net of Tax | 11,274 |
(3,051) |
30,005 |
2,181 |
|||
| Equity in Other Comprehensive Income of | |||||||
| Equity Method Investees | (4,362) |
||||||