0001081316-01-500010.txt : 20011010
0001081316-01-500010.hdr.sgml : 20011010
ACCESSION NUMBER: 0001081316-01-500010
CONFORMED SUBMISSION TYPE: 8-K/A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20010924
ITEM INFORMATION: Acquisition or disposition of assets
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011009
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MIDAMERICAN ENERGY HOLDINGS CO /NEW/
CENTRAL INDEX KEY: 0001081316
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC, GAS & SANITARY SERVICES [4900]
IRS NUMBER: 942213782
STATE OF INCORPORATION: IA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14881
FILM NUMBER: 1754744
BUSINESS ADDRESS:
STREET 1: 666 GRAND AVE
STREET 2: PO BOX 657
CITY: DES MOINES
STATE: IA
ZIP: 50309
BUSINESS PHONE: 5152424300
MAIL ADDRESS:
STREET 1: 666 GRAND AVE
STREET 2: PO BOX 657
CITY: DES MOINES
STATE: IA
ZIP: 50309
FORMER COMPANY:
FORMER CONFORMED NAME: MID AMERICAN ENERGY HOLDINGS CO /NEW/
DATE OF NAME CHANGE: 19990308
8-K/A
1
mehc8k1001.txt
MEHC 9/21/01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported) September 24, 2001
------------------
MidAmerican Energy Holdings Company
(Exact name of registrant as specified in its charter)
Iowa 0-25551 94-2213782
------------------------------- ---------------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
666 Grand Avenue, Des Moines, Iowa 50309
---------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 242-4300
--------------
N/A
-------------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSTION OF ASSETS.
On August 6, 2001, MidAmerican Energy Holdings Company announced that
its wholly owned CE Electric UK plc subsidiary had entered into an agreement to
dispose of its electricity and gas supply assets, related metering businesses
and other properties and to acquire Innogy Holdings plc's Yorkshire Electricity
distribution business. The parties consummated the transaction on September 21,
2001.
Northern Electric plc, Northern Electric and Gas Limited and Northern
Electric Properties Limited, subsidiaries of CE Electric, sold their electricity
and gas supply assets, related metering businesses and other properties to
Innogy for approximately $364 million ((pounds) 257 million) plus working
capital as of June 30, 2001. CE Electric simultaneously purchased Innogy's
94.75% shareholding in Yorkshire Power Group Limited by way of share purchase
for approximately $338 million ((pounds)239 million) plus working capital as of
June 30, 2001. As a result of the purchase, CE Electric indirectly acquired the
subsidiaries of Yorkshire Power Group Limited, through which the distribution
business will be operated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
The unaudited pro forma financial statements, which reflect the
disposition of CE Electric's electricity and gas supply assets, related metering
businesses and other properties, are based on the historical consolidated
financial statements of MidAmerican Energy Holdings Company. The unaudited pro
forma financial information is attached hereto as Exhibit 99.1.
(c) Exhibits.
Exhibit Number Exhibit
-------------- -------
99.1 Unaudited Pro Forma Condensed Consolidated Financial
Information
1
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 hereunto duly authorized.
MIDAMERICAN ENERGY HOLDINGS COMPANY
-----------------------------------
(Registrant)
/s/ Paul J. Leighton
--------------------------------------
Paul J. Leighton
Vice President, Assistant General Counsel
and Assistant Secretary
Date: October 9, 2001
---------------
2
EXHIBITS INDEX
Exhibit
Number Exhibit
------- -------
99.1 Unaudited Pro Forma Condensed Consolidated Financial
Information
3
EX-99
3
mehc8k1001ex.txt
MEHC 9/21/01
EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On August 6, 2001, MidAmerican Energy Holdings Company announced that
its wholly owned CE Electric UK plc subsidiary had entered into an agreement to
dispose of its electricity and gas supply assets, related metering businesses
and other properties and to acquire Innogy Holdings plc's Yorkshire Electricity
distribution business. The parties consummated the transaction on September 21,
2001.
Northern Electric plc, Northern Electric and Gas Limited and Northern
Electric Properties Limited, subsidiaries of CE Electric, sold their electricity
and gas supply assets, related metering businesses and other properties to
Innogy for approximately $364 million ((pounds)257 million) plus working capital
as of June 30, 2001. CE Electric simultaneously purchased Innogy's 94.75%
shareholding in Yorkshire Power Group Limited by way of share purchase for
approximately $338 million ((pounds)239 million) plus working capital as of June
30, 2001. As a result of the purchase, CE Electric indirectly acquired the
subsidiaries of Yorkshire Power Group Limited, through which the distribution
business will be operated.
The following unaudited pro forma condensed consolidated financial
statements of MidAmerican Energy Holdings Company are based on the historical
consolidated financial statements of MidAmerican Energy Holdings Company and
reflect the disposition of CE Electric's electricity and gas supply assets,
related metering businesses and other properties. These statements should be
read in conjunction with the historical financial statements and the notes
thereto.
On March 14, 2000, an investor group including Berkshire Hathaway Inc.,
a director and two executive officers of a predecessor company (the "Investor
Group") consummated the acquisition of the predecessor of MidAmerican Energy
Holdings Company ("MEHC") (the "Teton Transaction"). The unaudited pro forma
condensed consolidated statement of operations for the twelve months ended
December 31, 2000, presents the historical results of MidAmerican Energy
Holdings Company and MEHC and the pro forma adjustments related to the Teton
Transaction and the pro forma adjustments related to the disposition of the
electricity and gas supply assets, related metering businesses and other
properties as if the transactions had occurred January 1, 2000.
The unaudited pro forma condensed consolidated statement of operations
for the six months ended June 30, 2001, presents the historical results of
MidAmerican Energy Holdings Company and the pro forma adjustments related to the
disposition of the electricity and gas supply assets, related metering
businesses and other properties as if the transaction had occurred January 1,
2000.
The unaudited pro forma condensed consolidated balance sheet as of June
30, 2001, presents the historical results of MidAmerican Energy Holdings Company
and the pro forma adjustments related to the disposition of the electricity and
gas supply assets, related metering businesses and other properties as if the
transaction had occurred on that date. The consideration received from the
disposition of the supply and metering businesses and other properties is
reflected as an equity investment in Yorkshire Power Group Limited and cash.
The pro forma adjustments are based on current estimates, information
currently available and assumptions that management believes are reasonable
under the circumstances. The unaudited pro forma condensed consolidated
financial information is provided for informational purposes only and neither
purports to represent what the results of operations or financial position would
have been had the transactions occurred on the dates assumed, nor to project
results of operations or financial position for any future period.
1
MIDAMERICAN ENERGY HOLDINGS COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Twelve Months Ended December 31, 2000
(In thousands)
Pro Forma
MEHC MidAmerican Historical Pro Forma Adjusted
(Predecessor) Energy Holdings Consolidated Consolidated Consolidated
Jan. 1, 2000 March 14, 2000 Twelve Months Twelve Months Twelve Months
through through Ended Merger Ended Disposition Ended
March 13, 2000 Dec. 31, 2000 Dec. 31, 2000 Adjustments Dec. 31, 2000 Adjustments Dec. 31, 2000
-------------- ------------- ------------- ----------- ------------- ----------- -------------
Note (2) Note (2) Note (2) Note (2) Note (2) Note (3)
REVENUES:
Operating revenue $ 1,043,072 $ 3,945,716 $ 4,988,788 $ - $ 4,988,788 $(1,721,084) $ 3,267,704
Interest and other income 19,484 94,882 114,366 - 114,366 - 114,366
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total revenues 1,062,556 4,040,598 5,103,154 - 5,103,154 (1,721,084) 3,382,070
----------- ----------- ----------- ----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Cost of sales 561,386 2,222,128 2,783,514 - 2,783,514 (1,430,135) 1,353,379
Operating expense 219,303 904,511 1,123,814 (215) 1,123,599 (170,273) 953,326
Depreciation and amortization 97,278 383,351 480,629 (1,060) 479,569 (35,821) 443,748
Interest expense 101,330 396,773 498,103 886 498,989 (9,741) 489,248
Less interest capitalized (15,516) (85,369) (100,885) - (100,885) 1,213 (99,672)
Losses on non-recurring items 7,605 - 7,605 - 7,605 - 7,605
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total costs and expenses 971,386 3,821,394 4,792,780 (389) 4,792,391 (1,644,757) 3,147,634
----------- ----------- ----------- ----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 91,170 219,204 310,374 389 310,763 (76,327) 234,436
PROVISION FOR INCOME TAXES 31,008 53,277 84,285 (2,696) 81,589 (27,211) 54,378
----------- ----------- ----------- ----------- ----------- ----------- -----------
INCOME BEFORE MINORITY INTEREST 60,162 165,927 226,089 3,085 229,174 (49,116) 180,058
MINORITY INTEREST 8,850 84,670 93,520 10,737 104,257 - 104,257
----------- ----------- ----------- ----------- ----------- ----------- -----------
NET INCOME $ 51,312 $ 81,257 $ 132,569 $ (7,652) $ 124,917 $ (49,116) $ 75,801
=========== =========== =========== =========== =========== =========== ===========
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
2
MIDAMERICAN ENERGY HOLDINGS COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2001
(In thousands)
Pro Forma
MidAmerican MidAmerican
Energy Disposition Energy
Holdings Adjustments Holdings
------------ ------------- -----------
Note (3)
REVENUES:
Operating revenue $2,779,952 $ (765,716) $2,014,236
Interest and other income 55,871 - 55,871
---------- ----------- ----------
Total revenues 2,835,823 (765,716) 2,070,107
---------- ----------- ----------
COSTS AND EXPENSES:
Cost of sales 1,671,807 (628,107) 1,043,700
Operating expense 550,909 (62,967) 487,942
Depreciation and amortization 237,767 (13,603) 224,164
Interest expense 242,354 (4,019) 238,335
Less interest capitalized (52,133) 864 (51,269)
---------- ---------- ----------
Total costs and expenses 2,650,704 (707,832) 1,942,872
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 185,119 (57,884) 127,235
PROVISION FOR INCOME TAXES 54,215 (19,413) 34,802
---------- ---------- ----------
INCOME BEFORE MINORITY INTEREST 130,904 (38,471) 92,433
MINORITY INTEREST 52,156 - 52,156
---------- ---------- ----------
INCOME BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE $ 78,748 $ (38,471) $ 40,277
========== ========== ==========
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
3
MIDAMERICAN ENERGY HOLDINGS COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of June 30, 2001
(In thousands)
Pro Forma
MidAmerican Disposition MidAmerican
Energy Holdings Adjustments Energy Holdings
--------------- ----------- ---------------
ASSETS Note (4)
------
Current Assets:
Cash and cash equivalents $ 41,315 $ 77,440 $ 118,755
Restricted cash and short-term investments 36,914 - 36,914
Marketable securities 51,965 - 51,965
Accounts receivable 606,560 (204,192) 402,368
Inventory 60,000 - 60,000
Other current assets 103,123 (5,480) 97,643
----------- ----------- -----------
Total current assets 899,877 (132,232) 767,645
Property, plant, contracts and equipment, net 5,318,836 (140,501) 5,178,335
Excess of cost over fair value of
net assets acquired, net 3,617,892 (483,138) 3,134,754
Regulatory assets 223,356 - 223,356
Long-term restricted cash and investments 2,574 - 2,574
Nuclear decommissioning trust fund and other
marketable securities 161,338 - 161,338
Equity investments 259,634 338,496 598,130
Deferred charges, other investments and other assets 822,202 - 822,202
----------- ---------- -----------
TOTAL ASSETS $11,305,709 $ (417,375) $10,888,334
=========== ========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
LIABILITIES
Current Liabilities:
Accounts payable $ 429,505 $ (97,212) 332,293
Accrued interest 130,578 - 130,578
Accrued taxes 106,207 - 106,207
Other accrued liabilities 263,984 (83,421) 180,563
Short-term debt 102,262 - 102,262
Current portion of long-term debt 232,448 - 232,448
----------- ---------- ----------
Total current liabilities 1,264,984 (180,633) 1,084,351
Other long-term accrued liabilities 950,835 (437,450) 513,385
Parent company debt 1,832,221 - 1,832,221
Subsidiary and project debt 3,527,601 - 3,527,601
Deferred income taxes 969,296 200,708 1,170,004
----------- ---------- -----------
Total liabilities 8,544,937 (417,375) 8,127,562
----------- ---------- -----------
Deferred income 84,708 - 84,708
Minority interest 13,359 - 13,359
Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts 787,561 - 787,561
Subsidiary-obligated mandatorily redeemable preferred
securities of subsidiary trusts 100,000 - 100,000
Preferred securities of subsidiary 131,771 - 131,771
Shareholders' Equity:
Zero coupon convertible preferred stock - authorized
50,000 shares, no par value, 34,563 shares
issued and outstanding - - -
Common stock - authorized 60,000 shares, no par value;
9,281 shares issued and outstanding - - -
Additional paid in capital 1,553,073 - 1,553,073
Retained earnings 155,401 - 155,401
Accumulated other comprehensive loss, net (65,101) - (65,101)
----------- ---------- -----------
Total shareholders' equity 1,643,373 - 1,643,373
----------- ---------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $11,305,709 $ (417,375) $10,888,334
=========== ========== ===========
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
4
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(1) The transaction between CE Electric UK and Innogy was consummated
in British pounds. The pro forma financial statements herein are
presented in United States dollars computed by multiplying the
applicable amounts in pounds by exchange rates of 1.5168, 1.4406
and 1.4163 for the statement of operations for the twelve months
ended December 31, 2000, the Statement of operations for the six
months ended June 30, 2001, and the balance sheet as of June 30,
2001, respectively.
(2) On March 14, 2000, an investor group including Berkshire Hathaway
Inc., a director and two executive officers of a predecessor
company (the "Investor Group") consummated the acquisition of the
predecessor of MidAmerican Energy Holdings Company ("MEHC") (the
"Teton Transaction"). The pro forma adjustments included in the
Merger Adjustments column reflect the net adjustment to amortiza-
tion required to recognize twelve months amortization of goodwill
and purchase accounting adjustments related to the Teton Trans-
action. Additionally, minority interest reflects $10.2 million of
interest expense related to approximately $455 million in 11%
nontransferable trust preferred securities invested by Berkshire
Hathaway at the closing of the Teton Transaction.
(3) On each pro forma statement of operations presented, the
Disposition Adjustments column reflects the elimination of the
revenues and expenses related to CE Electric's electricity and gas
supply and metering businesses and other properties for the period
presented.
(4) The Disposition Adjustments column on the attached pro forma
balance sheet reflects the elimination of the assets and
liabilities related to CE Electric's electricity and gas supply
and metering businesses and other properties as of June 30, 2001,
adjusted for liabilities retained by Northern Electric. In
addition, it reflects the consideration received from the
disposition of the supply and metering businesses and other
properties as an equity investment and cash.
5