UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2003
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 1-3523
Westar Energy, Inc.
(Exact name of registrant as specified in its charter)
| Kansas |
48-0290150 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| 818 South Kansas Avenue Topeka, Kansas 66612 (785) 575-6300 |
(Address, including Zip code and telephone number, including area code, of registrants principal executive offices)
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 registrants classes of common stock, as of the latest practicable date.
| Common Stock, par value $5.00 per share |
71,944,677 Shares | |
| (Class) |
(Outstanding at May 12, 2003) |
| Page | ||||
| PART I. Financial Information |
||||
| Item 1. |
Financial Statements |
|||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| 8 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
20 | ||
| Item 3. |
30 | |||
| Item 4. |
30 | |||
| PART II. Other Information |
||||
| Item 1. |
31 | |||
| Item 2. |
31 | |||
| Item 3. |
31 | |||
| Item 4. |
31 | |||
| Item 5. |
31 | |||
| Item 6. |
31 | |||
| 33 | ||||
| 34 | ||||
2
FORWARD-LOOKING STATEMENTS
Certain matters discussed in this Form 10-Q are forward-looking statements. The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. Forward-looking statements may include words like we believe, anticipate, target, expect, pro forma, estimate, intend or words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals. Such statements address future events and conditions concerning: capital expenditures; earnings; liquidity and capital resources; litigation; accounting matters; possible corporate restructurings, mergers, acquisitions and dispositions; the sale of assets proposed in our Debt Reduction and Restructuring Plan filed with the Kansas Corporation Commission on February 6, 2003; compliance with debt and other restrictive covenants; interest and dividends; environmental matters; nuclear operations; and the overall economy of our service area.
What happens in each case could vary materially from what we expect because of such things as: electric utility deregulation or re-regulation; regulated and competitive markets; ongoing municipal, state and federal activities; economic conditions; changes in accounting requirements and other accounting matters; changing weather; rate and other regulatory matters, including the impact of the November 8, 2002 and December 23, 2002 orders issued by the Kansas Corporation Commission requiring debt reduction; amendments or revisions to our Debt Reduction and Restructuring Plan filed with the Kansas Corporation Commission; the impact of changes and downturns in the energy industry and the market for trading wholesale electricity; the sale of our interests in ONEOK, Inc.; the proposed sales of our interests in Protection One, Inc. and Protection One Europe; the federal grand jury subpoena by the United States Attorneys Office requesting certain information; the Securities and Exchange Commissions review of our consolidated financial statements; the subpoena received from the Federal Energy Regulatory Commission seeking information on power trades with Cleco Corporation and its affiliates and on other power marketing transactions; political, legislative and regulatory developments; regulatory, legislative and judicial actions; the impact of the purported shareholder and employee class action lawsuits filed against Westar Energy, Inc.; the impact of changes in interest rates generally and, specifically, changes in the London Interbank offer rate (LIBOR) on the fair value of our swap transactions; changes in the expected tax benefits resulting from expected losses on the sale of our monitored services businesses and expected gains from the sale of our remaining investment in ONEOK, Inc.; homeland security considerations; coal, natural gas and oil prices; and other circumstances affecting anticipated operations, sales and costs.
These lists are not all-inclusive because it is not possible to predict all possible factors. This report should be read in its entirety and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2002. No one section of the report deals with all aspects of the subject matter and additional information on some matters that could impact our operations and financial results may be included in our Annual Report on Form 10-K for the year ended December 31, 2002. Any forward-looking statement speaks only as of the date such statement was made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made except as required by applicable laws or regulations.
3
WESTAR ENERGY, INC.
(Dollars in Thousands)
(Unaudited)
| March 31, 2003 |
December 31, 2002 |
|||||||
| ASSETS |
||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ |
213,626 |
|
$ |
113,049 |
| ||
| Restricted cash |
|
324,654 |
|
|
156,391 |
| ||
| Accounts receivable, net |
|
52,480 |
|
|
57,189 |
| ||
| Inventories and supplies |
|
139,678 |
|
|
143,538 |
| ||
| Energy trading contracts |
|
61,527 |
|
|
44,175 |
| ||
| Deferred tax asset |
|
135,370 |
|
|
|
| ||
| Prepaid expenses and other |
|
17,038 |
|
|
30,349 |
| ||
| Assets of discontinued operations |
|
855,663 |
|
|
920,155 |
| ||
| Total Current Assets |
|
1,800,036 |
|
|
1,464,846 |
| ||
| PROPERTY, PLANT AND EQUIPMENT, NET |
|
3,946,832 |
|
|
3,954,120 |
| ||
| OTHER ASSETS: |
||||||||
| Restricted cash |
|
33,429 |
|
|
35,760 |
| ||
| Investment in ONEOK |
|
430,029 |
|
|
703,315 |
| ||
| Regulatory assets |
|
428,775 |
|
|
367,419 |
| ||
| Energy trading contracts |
|
22,990 |
|
|
17,179 |
| ||
| Other |
|
198,571 |
|
|
197,686 |
| ||
| Total Other Assets |
|
1,113,794 |
|
|
1,321,359 |
| ||
| TOTAL ASSETS |
$ |
6,860,662 |
|
$ |
6,740,325 |
| ||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Current maturities of long-term debt |
$ |
254,053 |
|
$ |
290,294 |
| ||
| Short-term debt |
|
1,443 |
|
|
2,763 |
| ||
| Accounts payable |
|
81,709 |
|
|
84,168 |
| ||
| Accrued liabilities |
|
193,279 |
|
|
169,834 |
| ||
| Accrued income taxes |
|
70,987 |
|
|
17,329 |
| ||
| Energy trading contracts |
|
57,552 |
|
|
43,370 |
| ||
| Deferred tax liability |
|
|
|
|
13,580 |
| ||
| Other |
|
71,750 |
|
|
63,477 |
| ||
| Liabilities of discontinued operations |
|
560,519 |
|
|
562,342 |
| ||
| Total Current Liabilities |
|
1,291,292 |
|
|
1,247,157 |
| ||
| LONG-TERM LIABILITIES: |
||||||||
| Long-term debt, net |
|
2,675,722 |
|
|
2,720,757 |
| ||
| Western Resources obligated mandatorily redeemable preferred securities of subsidiary trusts holding solely company subordinated debentures |
|
214,505 |
|
|
214,505 |
| ||
| Deferred income taxes and investment tax credits |
|
1,031,187 |
|
|
1,096,677 |
| ||
| Deferred gain from sale-leaseback |
|
159,681 |
|
|
162,638 |
| ||
| Energy trading contracts |
|
13,525 |
|
|
8,341 |
| ||
| Other |
|
367,333 |
|
|
309,611 |
| ||
| Total Long-Term Liabilities |
|
4,461,953 |
|
|
4,512,529 |
| ||
| COMMITMENTS AND CONTINGENCIES (Note 7) |
||||||||
| SHAREHOLDERS EQUITY: |
||||||||
| Cumulative preferred stock, par value $100 per share; authorized 600,000 shares; issued 248,576 shares; outstanding 214,363 shares |
|
21,436 |
|
|
21,436 |
| ||
| Common stock, par value $5 per share; authorized 150,000,000 shares; issued 72,840,217 shares |
|
364,201 |
|
|
364,201 |
| ||
| Paid-in capital |
|
811,351 |
|
|
825,744 |
| ||
| Unearned compensation |
|
(15,441 |
) |
|
(14,742 |
) | ||
| Loans to officers |
|
(1,446 |
) |
|
(1,832 |
) | ||
| Retained earnings (accumulated deficit) |
|
(62,168 |
) |
|
(185,961 |
) | ||
| Treasury stock, at cost, 1,022,130 and 1,333,264 shares, respectively |
|
(11,901 |
) |
|
(18,704 |
) | ||
| Accumulated other comprehensive gain (loss), net |
|
1,385 |
|
|
(9,503 |
) | ||
| Total Shareholders Equity |
|
1,107,417 |
|
|
980,639 |
| ||
| TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ |
6,860,662 |
|
$ |
6,740,325 |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
4
WESTAR ENERGY, INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| SALES |
$ |
345,434 |
|
$ |
317,239 |
| ||
| COST OF SALES |
|
89,897 |
|
|
88,490 |
| ||
| GROSS PROFIT |
|
255,537 |
|
|
228,749 |
| ||
| OPERATING EXPENSES: |
||||||||
| Operating and maintenance |
|
94,353 |
|
|
93,389 |
| ||
| Depreciation and amortization |
|
41,391 |
|
|
48,100 |
| ||
| Selling, general and administrative |
|
43,041 |
|
|
64,991 |
| ||
| Total Operating Expenses |
|
178,785 |
|
|
206,480 |
| ||
| INCOME FROM OPERATIONS |
|
76,752 |
|
|
22,269 |
| ||
| OTHER INCOME (EXPENSES): |
||||||||
| Investment earnings |
|
23,766 |
|
|
32,505 |
| ||
| Gain (loss) on extinguishment of debt |
|
(5,861 |
) |
|
(849 |
) | ||
| Other income (expenses), net |
|
(5,742 |
) |
|
(2,842 |
) | ||
| Total Other Income (Expenses) |
|
12,163 |
|
|
28,814 |
| ||
| INTEREST EXPENSE: |
||||||||
| Interest expense on long-term debt |
|
51,606 |
|
|
40,283 |
| ||
| Interest expense on short-t | ||||||||