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FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

March 4, 2004

Date of Report (Date of earliest event reported)

 


 

WESTAR ENERGY, INC.

(Exact name of registrant as specified in its charter)

 


 

Kansas   1-3523   48-0290150

(State or other jurisdiction of

incorporation or organization)

  (Commission file number)  

(I.R.S. Employer

Identification No.)

 

818 South Kansas Avenue, Topeka, Kansas 66612

(Address of principal executive offices)

 

(785) 575-6300

(Registrant’s telephone number, including area code)

 



WESTAR ENERGY, INC.

 

Item 7. Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit 99.1 – Press Release dated March 4, 2004

 

Item 12. Results of Operations and Financial Condition

 

On March 4, 2004, we issued a press release announcing our earnings for 2003. A copy of our March 4, 2004 press release is attached hereto as exhibit 99.1 and is incorporated herein by this reference. The press release contains certain non-GAAP financial information. The reconciliation of such non-GAAP financial information to GAAP financial measures is included in the attachments to the press release. Further, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statement about forward-looking statements set forth therein.

 

In accordance with SEC Release No. 33-8176, the information contained in such press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Westar management will hold an investor conference call at 10 a.m. Eastern Time (9 a.m. Central Time) on Thursday, March 4, 2004 to review its 2003 financial results. A live simulcast of the conference call, together with the related presentation materials, will be available on our website, http://www.wr.com.

 

The information contained in this report is summary information that is intended to be considered in the context of our SEC filings and other public announcements that we may make, by press release or otherwise, from time to time. We disclaim any current intention to revise or update the information contained in this report, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.


SIGNATURE

 

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.

 

   

Westar Energy, Inc.

Date: March 4, 2004

 

By

 

/s/ Mark A. Ruelle


       

Mark A. Ruelle, Executive Vice President

and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit Number

  

Description of Exhibit


99.1    Press Release dated March 4, 2004
PRESS RELEASE

Exhibit 99.1

 

LOGO    Media contact:
Karla Olsen,
senior manager, media relations
Phone: 888.613.0003
FAX: 316.261.6769
karla_olsen@wr.com

 

Investor contact:
Bruce Burns,
director, investor relations
Phone: 785.575.8227
bruce_burns@wr.com

 

WESTAR ENERGY ANNOUNCES 2003 RESULTS

 

Board offers direction on future dividends; company provides 2004 guidance

 

TOPEKA, Kan., March 4, 2004 — Westar Energy, Inc. (NYSE:WR) today announced earnings for 2003 of $84 million, or $1.16 per share, compared to a loss of $793.4 million, or $11.06 per share, in 2002.

 

The company reported fourth-quarter 2003 earnings of $13.7 million, or $0.19 per share, compared to a loss of $99.6 million, or $1.39 per share, for the fourth quarter 2002.

 

Full year 2003 ongoing earnings, a non-GAAP measure that excludes special items, were $123.8 million, or $1.71 per share, compared to $142.3 million, or $1.98 per share, for the full year 2002. The decrease in ongoing earnings for the year was primarily the result of lower investment earnings from the company’s investment in ONEOK, Inc., which was sold during the year.

 

Fourth-quarter ongoing earnings were $16.2 million, or $0.22 per share, compared to $41.2 million, or $0.57 per share, for the fourth quarter 2002.

 

This news release describes “ongoing earnings” in addition to earnings calculated in accordance with generally accepted accounting principles (GAAP). Ongoing earnings is a

 

-more-


Westar Energy announces year end 2003 results, page 2

 

non-GAAP financial measure that differs from GAAP earnings because it excludes the effects of certain special or unusual items. Ongoing earnings are reconciled to GAAP earnings in the attachments to this release. Westar Energy believes the measure of ongoing earnings provides investors a useful indicator of results that is comparable between periods because it excludes the effects of special items that may not recur or may occur on an irregular or unpredictable basis. Management uses ongoing earnings to provide a more meaningful view of the company’s fundamental earning power. Such non-GAAP measures are used internally in communicating with management and the company’s Board of Directors with regard to evaluating our business performance. Investors should note that this non-GAAP measure involves judgments by management, including whether an item is classified as a special item. The special items are identified on the attachments included as a part of this release.

 

Utility Operations

 

Utility operations contributed earnings for 2003 of $112.4 million, or $1.55 per share, compared to $19.7 million, or $0.27 per share, for 2002. Ongoing earnings from utility operations for 2003 contributed $104.6 million, or $1.44 per share, compared to $77.8 million, or $1.08 per share, for 2002. The increase in ongoing earnings from utility operations for 2003 resulted primarily from increased wholesale revenues and margins. Revenues for 2003 were $1.46 billion compared to $1.42 billion for 2002. The increase in revenues for 2003 resulted from favorable conditions in the wholesale market that offset lower retail sales, the amortization of rate rebates that will be paid to retail utility customers in May 2005 and January 2006, and the loss of revenues associated with the sale of utility assets involving about 10,000 customers to Midwest Energy, Inc.

 

-more-


Westar Energy announces year end 2003 results, page 3

 

Utility operations contributed earnings of $10.9 million, or $0.15 per share, for the fourth quarter of 2003 compared to a loss of $1.5 million, or $0.02 per share, for the fourth quarter of 2002. Utility operations contributed ongoing earnings of $14.4 million, or $0.20 per share, for the fourth quarter compared to $9.2 million, or $0.13 per share, for the same period last year. Lower interest expense was the primary reason for the increase in ongoing earnings. The reduced interest expense was partially offset by increased fuel and purchased power costs.

 

Other Operations

 

Westar Energy’s other operations include its investment in ONEOK, discontinued operations and other miscellaneous investments. Effective the first quarter 2003, the company classified its monitored security businesses as discontinued operations.

 

Other operations contributed a loss of $28.4 million, or $0.39 per share, for full year 2003 compared to a loss of $813.1 million, or $11.33 per share, for 2002. Other operations contributed ongoing earnings for 2003 of $19.2 million, or $0.27 per share, compared to ongoing earnings of $64.5 million, or $0.90 per share, for 2002. The decrease in ongoing earnings from other operations for both the fourth quarter and the year was due primarily to lower investment earnings from the company’s investment in ONEOK, which was sold during the year.

 

Other operations contributed earnings of $2.8 million, or $0.04 per share, for the fourth quarter of 2003 compared to a loss of $98.1 million, or $1.37 per share, for the same period in 2002. Other operations contributed ongoing earnings of $1.9 million, or $0.02 per share, for the fourth quarter of 2003 compared to ongoing earnings from other operations of $32 million, or $0.44 per share, for the same period in 2002.

 

The company expects its other operations to produce minimal earnings in the future.

 

-more-


Westar Energy announces year end 2003 results, page 4

 

Dividend Policy

 

The Westar Energy Board of Directors today announced its intentions with regard to the company’s dividend policy following achievement of the company’s debt reduction targets later in 2004.

 

The board stated that its current intention is to begin restoring the dividend payout to a level consistent with similarly situated regulated electric utility companies, moving toward a dividend representing 60 percent to 75 percent of earnings. The board intends in late 2004 to significantly increase the quarterly dividend payable in January 2005.

 

“Throughout the execution of our debt reduction plan it has been important for us to direct most of our earnings toward reducing our heavy debt burden. Upon achieving the greatest part of our debt reduction goals, which we expect by year end, we can start on a path toward dividend payout levels more typical for regulated electric utilities,” said James Haines, president and chief executive officer.

 

“Although we expect the indicated annual dividend in January 2005 to still be less than the previous $1.20 annual dividend and less than our long-term target payout ratio, we intend to take a significant step in returning Westar Energy to a financial profile more consistent with competing investment opportunities,” he said.

 

2004 Guidance

 

The company announced annual ongoing earnings guidance for 2004 of $1.50 - $1.60 per share. Attachment 4 to this release details the assumptions, guidance for ongoing earnings and business drivers.

 

-more-


Westar Energy announces year end 2003 results, page 5

 

Conference Call

 

Westar Energy’s conference call with the investment community will be at 10 a.m. EST March 4. James Haines, president and chief executive officer, and Mark Ruelle, executive vice president and chief financial officer, will host the call. Investors, media and the public may listen to the conference call by dialing 877-278-9269, code WESTAR. Listeners may access a live webcast of the conference call via the company’s website, www.wr.com. A replay of the call will be available on the website. Members of the news media may direct follow-up questions to Karla Olsen.

 

Westar Energy, Inc. (NYSE: WR) is the largest electric utility in Kansas, providing electric service to about 644,000 customers in the state. Westar Energy has nearly 6,000 megawatts of electric generation capacity and operates and coordinates more than 34,800 miles of electric distribution and transmission lines.

 

For more information about Westar Energy, visit us on the Internet at http://www.wr.com.

 

Forward-looking statements: Certain matters discussed in this news release 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,” “guidance” or words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals, including our intentions regarding our dividend policy and our expectations regarding our ongoing earnings for 2004. Although Westar Energy believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are discussed in Westar Energy’s filings with the Securities and Exchange Commission. 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.


Attachment 1

 

WESTAR ENERGY, INC.

CONSOLIDATED INCOME STATEMENT

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

     Three Months Ended
December 31,


   

Year to Date

December 31,


 
     2003

    2002

    2003

    2002

 

Sales

   $ 331,658     $ 331,052     $ 1,461,143     $ 1,423,151  

Fuel and Purchased Power

     90,273       83,316       390,312       379,500  

Depreciation & Amortization

     41,801       41,550       167,236       171,807  

Operating Expenses (excl. D&A)

     137,461       167,774       532,197       597,565  
    


 


 


 


Total Operating Expenses

     269,535       292,640       1,089,745       1,148,872  
    


 


 


 


Income from Operations

     62,123       38,412       371,398       274,279  

Other Income (Expense)

     54,028       20,876       97,641       38,190  

Interest Expense

     48,570       60,830       224,356       235,172  

Income Tax Expense (Benefit)

     27,159       (29,624 )     81,768       (11,519 )
    


 


 


 


Income from Continuing Operations

     40,422       28,082       162,915       88,816  

Results of Discontinued Operations, Net of Tax

     (26,454 )     (127,398 )     (77,905 )     (881,817 )

Preferred Dividends

     282       247       968       399  
    


 


 


 


Earnings (Loss) Available for Common Stock

   $ 13,686     $ (99,563 )   $ 84,042     $ (793,400 )
    


 


 


 


Average common shares outstanding

     72,815       71,794       72,429       71,732  

Basic Earnings (Loss) Per Share

   $ 0.19     $ (1.39 )   $ 1.16     $ (11.06 )
    


 


 


 


Reconciliation of GAAP to Non-GAAP

                                

Earnings (Loss) Available for Common Stock

   $ 13,686     $ (99,563 )   $ 84,042     $ (793,400 )

Special Items (After-Tax):

                                

Discontinued Operations

     (26,454 )     (127,398 )     (77,905 )     (881,817 )

Gain on Sale of Utility Assets

     (230 )     —         7,468       —    

Settlement of Call Option

     —         —         (8,565 )     —    

Mark to Market Call Option

     —         2,669       (1,311 )     (13,616 )

Investigation/Litigation Expense

     (693 )     (2,850 )     (5,757 )     (2,850 )

Employee Severance Expense

     —         (13,808 )     —         (35,226 )

RSU Conversion

     —         —         —         (9,766 )

Gain on Sale of ONEOK Stock

     27,404       —         59,817       —    

Loss on Debt Retirement

     (18 )     662       (7,368 )     (928 )

IPP Investment Recovery

     —         —         —         8,525  

Lease Buy-out on Aircraft

     (2,542 )     —         (6,116 )     —    
    


 


 


 


Total Special Items

     (2,533 )     (140,725 )     (39,737 )     (935,678 )
    


 


 


 


Ongoing Earnings

   $ 16,219     $ 41,162     $ 123,779     $ 142,278  
    


 


 


 


Basic Ongoing Earnings Per Share

   $ 0.22     $ 0.57     $ 1.71     $ 1.98  
    


 


 


 


 

“Ongoing earnings” is a non-GAAP (generally accepted accounting principles) financial measure that differs from GAAP earnings because it excludes the effect of special items. Westar Energy provides ongoing earnings in addition to GAAP earnings because we believe this measure provides investors with a useful indicator of our results that is comparable between periods because it excludes the effects of special items, that may not recur or occur on an irregular basis. Management uses ongoing earnings to provide a more meaningful view of our fundamental earnings power. This measure is used internally with management and our Board of Directors with regard to evaluating our business performance.

 

Investors should note that this non-GAAP measure involves judgments by management including whether an item is classified as a special item. Ongoing earnings should not be considered an alternative to, or more meaningful than, GAAP earnings. Westar Energy’s ongoing earnings may not be comparable to a similarly titled measure of another company.


Attachment 2

 

WESTAR ENERGY, INC.

SUMMARY INCOME STATEMENT

UTILITY SEGMENT

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

     Three Months Ended December 31,

    Year to Date December 31,

 
     2003
Utility
Operations


    2002
Utility
Operations


    Over (Under)
Prior Period


   

2003

Utility
Operations


   

2002

Utility
Operations


    Over (Under)
Prior Period


 

Sales

   $ 331,658     $ 331,052     $ 606     $ 1,461,143     $ 1,422,899     $ 38,244  

Fuel and Purchased Power

     90,273       83,316       6,957       390,312       379,455       10,857  

Depreciation & Amortization

     41,801       41,550       251       167,226       171,749       (4,523 )

Operating Expenses (excl. D&A)

     141,151       167,182       (26,031 )     528,444       592,635       (64,191 )
    


 


 


 


 


 


Total Operating Expenses

     273,225       292,048       (18,823 )     1,085,982       1,143,839       (57,857 )
    


 


 


 


 


 


Income from Operations

     58,433       39,004       19,429       375,161       279,060       96,101  

Other Income (Expense)

     1,389       4,906       (3,517 )     (17,328 )     (35,025 )     17,697  

Interest Expense

     48,524       55,075       (6,551 )     193,369       229,760       (36,391 )

Income Tax Expense (Benefit)

     126       (9,953 )     10,079       51,050       (5,785 )     56,835  
    


 


 


 


 


 


Income from Continuing Operations

     11,172       (1,212 )     12,384       113,414       20,060       93,354  

Preferred Dividends

     282       247       35       968       399       569  
    


 


 


 


 


 


Earnings (Loss) Available for Common Stock

   $ 10,890     $ (1,459 )   $ 12,349     $ 112,446     $ 19,661     $ 92,785  
    


 


 


 


 


 


Average common shares outstanding

     72,815       71,794               72,429       71,732          

Basic Earnings (Loss) Per Share

   $ 0.15     $ (0.02 )   $ 0.17     $ 1.55     $ 0.27     $ 1.28  
    


 


 


 


 


 


Reconciliation of GAAP to Non-GAAP

                                                

Earnings Available for Common Stock

   $ 10,890     $ (1,459 )   $ 12,349     $ 112,446     $ 19,661     $ 92,785  

Special Items (After-Tax):

                                                

Gain on Sale of Utility Assets

     (230 )     —         (230 )     7,468       —         7,468  

Settlement of Call Option

     —         —         —         (8,565 )     —         (8,565 )

Mark to Market Call Option

     —         2,669       (2,669 )     (1,311 )     (13,616 )     12,305  

Investigation/Litigation Expense

     (693 )     (2,850 )     2,157       (5,757 )     (2,850 )     (2,907 )

Employee Severance Expense

     —         (13,808 )     13,808       —         (35,226 )     35,226  

RSU Conversion

     —         —         —         —         (9,766 )     9,766  

Interest on Intercompany Receivable

     —         3,362       (3,362 )     18,548       3,362       15,186  

Lease Buy-out on Aircraft

     (2,542 )     —         (2,542 )     (2,542 )     —         (2,542 )
    


 


 


 


 


 


Total Special Items

     (3,465 )     (10,627 )     7,162       7,841       (58,096 )     65,937  
    


 


 


 


 


 


Ongoing Earnings

   $ 14,355     $ 9,168     $ 5,187     $ 104,605     $ 77,757     $ 26,848  
    


 


 


 


 


 


Basic Ongoing Earnings Per Share

   $ 0.20     $ 0.13     $ 0.07     $ 1.44     $ 1.08     $ 0.36  
    


 


 


 


 


 


 

“Ongoing earnings” is a non-GAAP (generally accepted accounting principles) financial measure that differs from GAAP earnings because it excludes the effect of special items. Westar Energy provides ongoing earnings in addition to GAAP earnings because we believe this measure provides investors with a useful indicator of our results that is comparable between periods because it excludes the effects of special items, that may not recur or occur on an irregular basis. Management uses ongoing earnings to provide a more meaningful view of our fundamental earnings power. This measure is used internally with management and our Board of Directors with regard to evaluating our business performance.

 

Investors should note that this non-GAAP measure involves judgments by management including whether an item is classified as a special item. Ongoing earnings should not be considered an alternative to, or more meaningful than, GAAP earnings. Westar Energy’s ongoing earnings may not be comparable to a similarly titled measure of another company.


Attachment 3

 

WESTAR ENERGY, INC.

SUMMARY INCOME STATEMENT

OTHER SEGMENT

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

     Three Months Ended December 31,

    Year to Date December 31,

 
     2003
Other


   

2002

Other


    Over (Under)
Prior Period


    2003
Other


   

2002

Other


    Over (Under)
Prior Period


 

Sales

   $ —       $ —       $ —       $ —       $ 252     $ (252 )

Cost of Sales

     —         —         —         —         45       (45 )

Depreciation & Amortization

     —         —         —         10       58       (48 )

Operating Expenses (excl. D&A)

     (3,690 )     592       (4,282 )     3,753       4,930       (1,177 )
    


 


 


 


 


 


Total Operating Expenses

     (3,690 )     592       (4,282 )     3,763       5,033       (1,270 )
    


 


 


 


 


 


Income from Operations

     3,690       (592 )     4,282       (3,763 )     (4,781 )     1,018  

Other Income (Expense)

     52,639       15,970       36,669       114,969       73,215       41,754  

Interest Expense

     46       5,755       (5,709 )     30,987       5,412       25,575  

Income Tax Expense (Benefit)

     27,033       (19,671 )     46,704       30,718       (5,734 )     36,452  
    


 


 


 


 


 


Income from Continuing Operations

     29,250       29,294       (44 )     49,501       68,756       (19,255 )

Results of Discontinued Operations, Net of Tax

     (26,454 )     (127,398 )     100,944       (77,905 )     (881,817 )     803,912  
    


 


 


 


 


 


Earnings (Loss) Available for Common Stock

   $ 2,796     $ (98,104 )   $ 100,900     $ (28,404 )   $ (813,061 )   $ 784,657  
    


 


 


 


 


 


Average common shares outstanding

     72,815       71,794               72,429       71,732          

Basic Earnings (Loss) Per Share

   $ 0.04     $ (1.37 )   $ 1.41     $ (0.39 )   $ (11.33 )   $ 10.94  
    


 


 


 


 


 


Reconciliation of GAAP to Non-GAAP                                                 

Earnings (Loss) Available for Common Stock

   $ 2,796     $ (98,104 )   $ 100,900     $ (28,404 )   $ (813,061 )   $ 784,657  

Special Items (After-Tax):

                                                

Discontinued Operations

     (26,454 )     (127,398 )     100,944       (77,905 )     (881,817 )     803,912  

Gain on Sale of ONEOK Stock

     27,404       —         27,404       59,817       —         59,817  

Loss on Debt Retirement

     (18 )     662       (680 )     (7,368 )     (928 )     (6,440 )

IPP Investment Recovery

     —         —         —         —         8,525       (8,525 )

Interest on Intercompany Receivable

     —         (3,362 )     3,362       (18,548 )     (3,362 )     (15,186 )

Lease Buy-out on Aircraft

     —         —                 (3,574 )     —         (3,574 )
    


 


 


 


 


 


Total Special Items

     932       (130,098 )     131,030       (47,578 )     (877,582 )     830,004  
    


 


 


 


 


 


Ongoing Earnings

   $ 1,864     $ 31,994     $ (30,130 )   $ 19,174     $ 64,521     $ (45,347 )
    


 


 


 


 


 


Basic Ongoing Earnings Per Share

   $ 0.02     $ 0.44     $ (0.42 )   $ 0.27     $ 0.90     $ (0.63 )
    


 


 


 


 


 


 

“Ongoing earnings” is a non-GAAP (generally accepted accounting principles) financial measure that differs from GAAP earnings because it excludes the effect of special items. Westar Energy provides ongoing earnings in addition to GAAP earnings because we believe this measure provides investors with a useful indicator of our results that is comparable between periods because it excludes the effects of special items, that may not recur or occur on an irregular basis. Management uses ongoing earnings to provide a more meaningful view of our fundamental earnings power. This measure is used internally with management and our Board of Directors with regard to evaluating our business performance.

 

Investors should note that this non-GAAP measure involves judgments by management including whether an item is classified as a special item. Ongoing earnings should not be considered an alternative to, or more meaningful than, GAAP earnings. Westar Energy’s ongoing earnings may not be comparable to a similarly titled measure of another company.


Attachment 4

 

WESTAR ENERGY, INC.

2004 ONGOING EARNINGS GUIDANCE

 

Common equity offering of $100 million - $250 million during 2004

For purposes of these calculations, but not as further guidance as to the precise size or timing of an equity offering, we have assumed the mid-point of our equity range ($175 million) issued mid-year.

Ongoing Earnings Guidance

       $1.50 - $1.60                    
Includes for example:

Native load growth

Increased O&M and capital to improve customer satisfaction

Stable to slightly increasing interest rate environment

Successful refinancing of certain existing debt issues

Phase out of ONEOK and Protection One shared services

Typical fluctuations in fuel cost to meet native load

Proceeds of $10.6 million from corporate-owned life insurance consistent with actuarial estimates

Excludes special items for example:

Stub period ownership of discontinued operations

Vesting of RSU’s for former executives

Potential sale of Protection One senior debt

Potential Protection One contingent value

Debt retirement costs

Potential resolution of arbitration with former management

Unusual business or operational conditions

Sensitivity of Key Earnings Drivers *

+/- 5% heating/cooling degree days

  Approximately    +/- $0.07

+/- 1% in equivalent forced outage

  Approximately    +/- $0.04

+/- 5% in wholesale power prices

  Approximately    +/- $0.02

* Sensitivity factors should not be considered in isolation. Sensitivity factors considered together can either magnify or dampen their respective impact. While the estimated impact of these sensitivity factors is believed by management to be reliable, such estimated impacts are based on historical relationships and business dynamics that change over time. Moreover, the relationship these factors have on earnings is not necessarily linear as the magnitude of the sensitivity factors change.