0001126956-13-000065.txt : 20131126 0001126956-13-000065.hdr.sgml : 20131126 20131126084744 ACCESSION NUMBER: 0001126956-13-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131126 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131126 DATE AS OF CHANGE: 20131126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GROUP INC CENTRAL INDEX KEY: 0001126956 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 742976504 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16681 FILM NUMBER: 131242477 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 MAIL ADDRESS: STREET 1: 720 OLIVE ST STREET 2: RM 1517 CITY: ST LOUIS STATE: MO ZIP: 63101 8-K 1 a20134thquarterearningsrel.htm 8-K 20134thquarterEarningsRelease8-K

 
 
 
 
 

United States
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


Date of Report (Date of Earliest Event Reported):
November 26, 2013


Commission File No.

Exact Name of Registrant as Specified in its Charter and Principal Office Address and Telephone Number
State of Incorporation
I.R.S. Employer Identification Number
1-16681

The Laclede Group, Inc.

720 Olive Street
St. Louis, MO 63101
314-342-0500
Missouri
74-2976504
1-1822

Laclede Gas Company

720 Olive Street
St. Louis, MO 63101
314-342-0500
Missouri
43-0368139
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 13e-4(c))


 
 
 
 
 




Item 2.02 Results of Operations and Financial Condition
See Item 7.01
Item 7.01 Regulation FD Disclosure
On November 26, 2013, the Company issued its earnings news release announcing its results for the year ended September 30, 2013. The text of the release is included in Exhibit 99.1 attached to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated November 26, 2013.



The information contained in this report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.





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 hereunto duly authorized.

 

 
 
THE LACLEDE GROUP, INC.

  
Date: November 26, 2013
 
By:
/s/ S. P. Rasche
 
 
 
S. P. Rasche
Senior Vice President and Chief Financial Officer
  

 
 
LACLEDE GAS COMPANY

  
Date: November 26, 2013
 
By:
/s/ S. P. Rasche
 
 
 
S. P. Rasche
Chief Financial Officer
 




Exhibit Index



Exhibit  
Number
Description
 
 
99.1
Press release dated November 26, 2013.
 
 
 
 


 


EX-99.1 2 a9-30x13q42013earningsrele.htm EXHIBIT 9-30-13Q42013EarningsRelease

NEWS RELEASE
Investor Contact:
Scott W. Dudley Jr.
314-342-0878
Scott.Dudley@TheLacledeGroup.com
 
Media Contact:
Jessica B. Willingham
314-342-3300
Jessica.Willingham@TheLacledeGroup.com
 
 
 
 
 
FOR IMMEDIATE RELEASE
 
 

The Laclede Group Completes Transformative Year

Reports Solid Fiscal 2013 Earnings, Closes MGE Purchase

ST. LOUIS (November 26, 2013) - The Laclede Group, Inc. (NYSE: LG) (“Company” or “Laclede”) today reported operating results for its fiscal 2013 full year and fourth quarter ended September 30, 2013. Highlights include:

Completing the purchase of Missouri Gas Energy (MGE)
Growing net economic earnings (non-GAAP) by 3.8 percent to $65.0 million, or $2.87 per share
Reporting fiscal 2013 net income of $52.8 million, or $2.02 per diluted share
Generating strong cash provided by operating activities of $163.9 million

“Fiscal 2013 was a year marked by many accomplishments. Through a disciplined approach and teamwork, we transformed Laclede and put the company on a growth trajectory,” said Suzanne Sitherwood, president and chief executive officer of The Laclede Group. “We completed the purchase of MGE, on pace with the aggressive schedule we announced last December. At the same time, we completed the major upgrade of our information technology platform and continued to ramp up our pipeline replacement program, both of which help us improve our customers’ experience and continue to deliver safe and reliable service. We introduced SpireTM during the year and are nearing completion of our flagship natural gas fueling station at Lambert St. Louis International Airport. And we delivered growth in net economic earnings, while ending the year in a strong financial position heading into fiscal 2014,” she added.
FISCAL 2013 RESULTS
 
Twelve Months Ended September 30,
 
 
(Millions)
 
(Per Diluted Share)
 
 
2013
 
 
2012
 
2013
 
 
2012
 
Earnings by Segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gas Utility
$
56.7

 
 
$
48.1

 
$
2.51

 
 
$
2.14

 
 
Gas Marketing
 
8.9

 
 
 
12.3

 
 
0.39

 
 
 
0.55

 
 
Other
 
(0.6
)
 
 
 
2.2

 
 
(0.03
)
 
 
 
0.10

 
Net Economic Earnings (non-GAAP)*
$
65.0

 
 
$
62.6

 
$
2.87

 
 
$
2.79

 
 
Acquisition-related impacts:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       Costs
 
(10.8
)
 
 
 
(0.01
)
 
 
(0.42
)
 
 
 
(0.01
)
 
 
       Increase in shares
 

 
 
 

 
 
(0.38
)
 
 
 

 
 
Fair value adjustments
 
(1.4
)
 
 
 
0.01

 
 
(0.05
)
 
 
 
0.01

 
Net Income (GAAP)
$
52.8

 
 
$
62.6

 
$
2.02

 
 
$
2.79

 
* See “Net Economic Earnings and Reconciliation to GAAP” on page 9.

1



For the fiscal year ended September 30, 2013, The Laclede Group reported consolidated net income of $52.8 million ($2.02 per diluted share), compared to $62.6 million ($2.79 per share) for fiscal 2012. Net economic earnings for 2013 were $65.0 million ($2.87 per share), up 3.8 percent from $62.6 million ($2.79 per share) for 2012. Net economic earnings exclude from net income the effect of unrealized gains and losses on energy-related derivatives, as well as the impacts of the MGE acquisition. Those impacts include acquisition-related costs, the results of MGE operations for the month of September 2013, interest expense on long-term debt issued to finance the transaction, as well as the dilutive impact of the equity shares issued in conjunction with the acquisition. The increase in net economic earnings from 2012 to 2013 was driven by improved Gas Utility performance, reflecting more favorable weather and lower costs, offset in part by lower earnings in the Gas Marketing segment.
Gas Utility
The Gas Utility segment includes the regulated gas distribution operations of Laclede Gas and, for the month of September 2013 only, Missouri Gas Energy. For the fiscal year ended September 30, 2013, the Gas Utility segment reported net income of $56.3 million, up from $48.2 million for 2012. Net economic earnings for 2013 were $56.7 million, up from $48.1 million in the prior fiscal year. The improvement was driven by higher sales margins reflecting colder weather and higher Infrastructure System Replacement Surcharge (ISRS) revenues, and reduced bad debt expenses. The higher ISRS revenues are a result of increased investment in distribution pipeline replacement to enhance safety and reliability for Laclede Gas customers. These benefits were partially offset by higher expenses including depreciation and amortization, compensation and benefits, maintenance, IT and professional fees.
Gas Marketing
Full year operating revenues for Gas Marketing, which includes non-regulated operations of Laclede Energy Resources, were $189.4 million (including intersegment revenues), down from $373.5 million in 2012. Operating expenses decreased to $176.6 million from $353.3 million. The decreases relate to the higher percentage of transactions being recorded on a net rather than a gross basis and had no direct impact on earnings. For 2013, Gas Marketing net income was $7.6 million, down from $12.3 million for 2012. Net economic earnings decreased to $8.9 million from $12.3 million in the prior year. This decrease in net economic earnings was largely due to lower price volatility and narrow basis differentials in the current natural gas market, and the expiration of a favorable supply contract in December 2012. These impacts were partially offset by higher volumes purchased and sold.

QUARTERLY RESULTS
 
Three Months Ended September 30, 2013
 
 
(Millions)
 
(Per Diluted Share)
 
 
2013
 
 
2012
 
2013
 
 
2012
 
Earnings by Segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gas Utility
$
(5.6
)
 
 
$
(3.3
)
 
$
(0.25
)
 
 
$
(0.15
)
 
 
Gas Marketing
 
1.6

 
 
 
2.7

 
 
0.07

 
 
 
0.12

 
 
Other
 
0.1

 
 
 
1.0

 
 
0.01

 
 
 
0.05

 
Net Economic Earnings (non-GAAP)*
$
(3.9
)
 
 
$
0.4

 
$
(0.17
)
 
 
$
0.02

 
 
 
Acquisition-related impacts:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Costs
 
(5.5
)
 
 
 
(0.1
)
 
 
(0.17
)
 
 
 
(0.01
)
 
 
 
    Increase in shares
 

 
 
 

 
 
0.05

 
 
 

 
 
 
Fair value adjustments
 
(0.2
)
 
 
 
(1.0
)
 
 
(0.01
)
 
 
 
(0.04
)
 
Net Income (GAAP)
$
(9.6
)
 
 
$
(0.7
)
 
$
(0.30
)
 
 
$
(0.03
)
 
* See “Net Economic Earnings and Reconciliation to GAAP” on page 9.

2



The Laclede Group reported a consolidated net loss for its fourth quarter of fiscal 2013 of $9.6 million ($0.30 per share), compared to a net loss of $0.7 million ($0.03 per share) for the same period last year. Net economic earnings for the fourth quarter were a loss of $3.9 million ($0.17 per share), down from earnings of $0.4 million ($0.02 per share) a year ago. The Gas Utility segment’s earnings are seasonal in nature and generally correspond to the heating season. As a result, the segment typically reports a loss in the fiscal fourth quarter. The decrease in net economic earnings were driven by a larger seasonal loss from Gas Utility reflecting higher costs, and lower operating results from Gas Marketing, largely reflecting market conditions.
Gas Utility
The Gas Utility segment reported a net loss of $6.0 million for the quarter ended September 30, 2013, down from a net loss of $3.2 million for the same period last year. On a net economic earnings basis, the segment reported a loss of $5.6 million for the fourth quarter of fiscal 2013, down from a loss of $3.3 million in the prior-year period. The decrease was primarily due to higher expenses for compensation and benefits, maintenance, and depreciation and amortization, which offset higher sales margins reflecting colder weather.

Gas Marketing
Quarterly operating revenues of $35.2 million were down from $70.1 million in the prior-year period, and operating expenses were also down significantly for the quarter. Both decreases reflect a higher percentage of transactions being reported as trading activities, as described above in the full-year results discussion. The decreases were partially offset by higher per unit gas prices. Net income was $1.5 million for the fourth quarter, essentially flat compared to $1.6 million for the same period last year. Net economic earnings were $1.6 million, down from $2.7 million for the same period a year ago. The decrease in net economic earnings reflect reduced sales margins due to lower price volatility and narrow basis differentials in the natural gas marketplace, as well as the expiration of a favorable gas supply contract in December 2012.

MGE ACQUISITION

Financing and Closing
After obtaining approval from the Missouri Public Service Commission (MoPSC), Laclede Gas purchased substantially all of the assets and liabilities of MGE from Southern Union Company (SUG) for $975 million effective September 1, 2013. In support of the acquisition, Laclede Gas issued $450 million of first mortgage bonds on August 13, 2013, including $100 million of 2.00% 5-year bonds, $250 million of 3.40% 10-year bonds, and $100 million of 4.625% 30-year bonds. The remainder of the purchase price was financed with the proceeds of a 10.0 million share equity issuance in May 2013, short-term borrowings and available cash. The Company and Laclede Gas also expanded their revolving credit facilities to a total of $600 million effective with the closing of the transaction to support working capital needs.
In 2013, the Company incurred a total of $17.4 million ($10.8 million after tax) of acquisition-related costs in three broad categories:
Expenses related to the closing of the transaction, principally professional and advisory fees, due diligence expenses and the carrying cost of bridge facilities, totaling $17.0 million;
Integration planning, severance and other one-time costs, totaling $3.4 million, of which $1.7 million was deferred for future rate recovery,
Offset, in part, by the MGE earnings in the month of September, net of interest expense on bonds issued to finance the acquisition.

For 2013 only, the Company has elected to exclude from net income the results of MGE in deriving net economic earnings to facilitate comparability of results with prior periods.

MGE Rate Case
Missouri law requires natural gas companies to file a general rate case every three years in order to continue recovering their investment in pipeline replacement through the ISRS mechanism. Accordingly, MGE filed a

3



general rate case with the MoPSC on September 16, 2013. The filing seeks a revenue increase of $17.1 million, or 3.6 percent, which is net of $6.3 million in annualized ISRS revenues already being collected.

New England Gas Company
As announced previously, the original acquisition agreement with SUG included the purchase by Laclede of New England Gas Company (NEG). In February 2013, Laclede entered into an agreement with Algonquin Power & Utilities Corp. (APUC) that, in effect, allowed an APUC subsidiary to acquire from Laclede the right to purchase NEG. The sale of NEG to APUC is subject to approval by the Massachusetts Department of Public Utilities. Hearings in the matter have concluded and the Company anticipates that a decision will be rendered before the end of calendar 2013.

BALANCE SHEETS AND CASH FLOWS
The balance sheet for The Laclede Group as of September 30, 2013 reflects the acquisition of MGE’s assets effective September 1, 2013, including the allocation of the $975 million purchase price to tangible and intangible assets and the assumption of certain liabilities. The Company maintains a strong capital structure, which at September 30, 2013 consisted of 53 percent equity compared to 64 percent at September 30, 2012. The change in the equity component of capitalization reflects the combined effect of the Company’s issuance of 10.0 million common stock shares in May 2013 and the issuance of $550 million in long-term debt by Laclede Gas. Short-term borrowings outstanding at September 30, 2013 were $74.0 million compared to $40.1 million at the end of fiscal 2012.
The net cash provided by operating activities was $163.9 million for 2013, up from $128.1 million for the same period last year. The increase is primarily due to the timing of collections of gas cost under the Purchased Gas Adjustment Clause, as well as decreased cash payments for the funding of pension plans and payment of income taxes. Excluding temporary changes in working capital, 2013 operating cash flows (non-GAAP) were $103.0 million, compared to $104.0 million for 2012. See Operating Cash Flows and Reconciliation to GAAP on page 10.
Capital expenditures for 2013 increased to $130.8 million from $108.8 million in the prior year. The increase was driven by a higher level of planned investment in ongoing accelerated distribution pipeline replacement, which totaled 68 miles in 2013, as well as investment in upgrading the Company’s IT systems as part of a three-year project largely completed in 2013. The increase also reflects $5.5 million of capital expenditure for MGE in the month of September 2013.
For additional details on The Laclede Group's results for the fourth quarter and full year of fiscal 2013, please see the accompanying unaudited Statements of Consolidated Income, unaudited Condensed Consolidated Balance Sheets, and unaudited Condensed Statements of Consolidated Cash Flows.
CONFERENCE CALL AND WEBCAST

As previously announced, The Laclede Group will host a conference call and webcast today to discuss its fourth quarter financial results. To access the call, please dial the number below approximately 5-10 minutes prior to the start time.
 
Date and Time:   
Tuesday, November 26
 
 
 
9 a.m. CST (10 a.m. EST)
 
 
 
 
 
 
 
Phone Numbers:
U.S. and Canada:
1-855-590-6721
 
 
 
International:
 
            
The call will also be webcast in a listen-only format for the media and general public. The webcast can be accessed at www.TheLacledeGroup.com under the Investor Services tab.

4



A replay of the call will be available beginning at 11 a.m. CST (Noon EST) on November 26 through December 31 by dialing 1-855-590-6721 (U.S. and Canada) or dial-in numbers (International). The Conference ID is 99211022. The webcast will be available for replay beginning November 26, at www.TheLacledeGroup.com.
 
ABOUT THE LACLEDE GROUP

The Laclede Group, Inc. (NYSE: LG), headquartered in St. Louis, Missouri, is a public utility holding company. The Gas Utility segment serves St. Louis and eastern Missouri through Laclede Gas and serves Kansas City and western Missouri through Missouri Gas Energy. Together they provide more than 1.1 million residential, commercial and industrial customers with safe and reliable natural gas service. Laclede’s primary non-utility business, Laclede Energy Resources, Inc., included in the Gas Marketing segment, provides non-regulated natural gas services. Laclede Group is committed to pursuing growth through 1) developing and investing in emerging technologies; 2) investing in infrastructure; 3) acquiring businesses to which the Company can apply its operating model, and 4) leveraging its current business unit competencies. For more information about Laclede and its subsidiaries, visit www.TheLacledeGroup.com.

CAUTIONARY STATEMENTS ON FORWARD-LOOKING INFORMATION AND NON-GAAP MEASURES

This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The Company's future operating results may be affected by various uncertainties and risk factors, many of which are beyond the Company's control, including weather conditions, economic factors, the competitive environment, governmental and regulatory policy and action, and risks associated with the Company’s pending acquisition. For a more complete description of these uncertainties and risk factors, see the Company's Form 10-K for the fiscal year ended September 30, 2013, to be filed later today with the Securities and Exchange Commission.

This news release includes the non-GAAP financial measures of "net economic earnings," and "net economic earnings per share." Management also uses these non-GAAP measures internally when evaluating the Company's performance. Net economic earnings exclude from net income the after-tax impacts of fair value accounting and timing adjustments associated with energy-related transactions. These adjustments, which primarily impact the Gas Marketing segment, include net unrealized gains and losses on energy-related derivatives resulting from the current changes in the fair value of financial and physical transactions prior to their completion and settlement, lower of cost or market inventory adjustments, and realized gains and losses on economic hedges prior to the sale of the physical commodity. In calculating net economic earnings, management also excludes from net income the after-tax impacts related to acquisition, divestiture, and restructuring activities, including MGE’s operating results for the month of September 2013. Management believes that excluding these items provides a useful representation of the economic impact of actual settled transactions and overall results of ongoing operations. When calculating net economic earnings per share, management excludes from the weighted average number of shares the impact of the equity issuance completed in May 2013 to support the financing of the MGE acquisition. Management believes that this presentation provides a useful representation of operating performance by facilitating comparisons of year-over-year results. These internal non-GAAP operating metrics should not be considered as an alternative to, or more meaningful than, GAAP measures such as net income.
This news release also includes the non-GAAP financial measure of "Operating Cash Flows." Management also uses this measure internally when evaluating longer-term cash flow impacts. This measure excludes the effects of temporary changes in working capital, such as the effect of regulatory timing differences in the recovery of certain costs and the timing of cash payments for income taxes. Management believes that excluding these items provides a useful representation of the economic impact of longer-term cash flows generated from business activities. This internal non-GAAP cash flow metric should not be considered as an alternative to, or more meaningful than, GAAP measures such as net cash provided by operating activities.
 

5



STATEMENTS OF CONSOLIDATED INCOME — UNAUDITED        
THE LACLEDE GROUP, INC.
(Thousands, Except Per Share Amounts)

 
Three Months Ended September 30,
 
Twelve Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
OPERATING REVENUES:
 

 
 
 
 

 
 
Gas Utility
$
111,498

 
$
97,466

 
$
847,224

 
$
763,447

Gas Marketing
35,209

 
70,109

 
165,146

 
358,145

Other
407

 
1,963

 
4,649

 
3,883

Total Operating Revenues
147,114

 
169,538

 
1,017,019

 
1,125,475

OPERATING EXPENSES:
 
 
 
 
 
 
 
Gas Utility
 
 
 
 
 
 
 
Natural and propane gas
23,253

 
32,748

 
433,442

 
397,304

Other operation and maintenance expenses
57,097

 
42,323

 
180,342

 
167,351

Depreciation and amortization
14,541

 
10,289

 
48,283

 
40,739

Taxes, other than income taxes
10,554

 
8,070

 
60,079

 
53,672

Total Gas Utility Operating Expenses
105,445

 
93,430

 
722,146

 
659,066

Gas Marketing
42,595

 
73,499

 
176,554

 
353,283

Other
8,796

 
740

 
21,825

 
2,524

Total Operating Expenses
156,836

 
167,669

 
920,525

 
1,014,873

Operating Income
(9,722
)
 
1,869

 
96,494

 
110,602

Other Income and (Income Deductions) – Net
420

 
(499
)
 
2,444

 
3,272

Interest Charges:
 
 
 
 
 
 
 
Interest on long-term debt
8,146

 
5,740

 
25,539

 
22,958

Other interest charges
866

 
446

 
3,063

 
1,987

Total Interest Charges
9,012

 
6,186

 
28,602

 
24,945

Income Before Income Taxes
(18,314
)
 
(4,816
)
 
70,336

 
88,929

Income Tax (Benefit) Expense
(8,678
)
 
(4,165
)
 
17,578

 
26,289

Net Income
$
(9,636
)
 
$
(651
)
 
$
52,758

 
$
62,640

 
 
 
 
 
 
 
 
Weighted Average Number of Common Shares Outstanding:
 
 
 
 
 
 
 
Basic
32,524

 
22,318

 
25,875

 
22,262

Diluted
32,524

 
22,318

 
25,952

 
22,340

 
 
 
 
 
 
 
 
Basic Earnings Per Share of Common Stock
$
(0.30
)
 
$
(0.03
)
 
$
2.03

 
$
2.80

Diluted Earnings Per Share of Common Stock
$
(0.30
)
 
$
(0.03
)
 
$
2.02

 
$
2.79

Dividends Declared Per Share of Common Stock
$
0.425

 
$
0.415

 
$
1.700

 
$
1.660



6




CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED
THE LACLEDE GROUP, INC.
(Thousands)

 
September 30, 2013
 
September 30, 2012
 
 
 
 
ASSETS
 
 
 
Utility Plant
$
2,271,189

 
$
1,497,419

Less: Accumulated depreciation and amortization
494,559

 
478,120

Net Utility Plant
1,776,630

 
1,019,299

 
 
 
 
Other Property and Investments
313,078

 
56,814

 
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
52,981

 
27,457

    Accounts receivable (net of allowance for doubtful accounts)
171,275

 
133,842

Inventories
199,151

 
106,472

Other
52,473

 
75,245

Total Current Assets
475,880

 
343,016

 
 
 
 
Regulatory assets and other deferred charges
559,798

 
461,133

Total Assets
$
3,125,386

 
$
1,880,262

 
 
 
 
CAPITALIZATION AND LIABILITIES
 
 
 
Capitalization:
 
 
 
Common stock and paid-in capital
$
626,966

 
$
191,146

Retained earnings
420,103

 
414,581

Accumulated other comprehensive income (loss)
(787
)
 
(4,116
)
Total Common Stock Equity
1,046,282

 
601,611

Long-term debt (less current portion)
912,712

 
339,416

Total Capitalization
1,958,994

 
941,027

 
 
 
 
Current Liabilities:
 
 
 
Notes payable
74,000

 
40,100

Accounts payable
140,234

 
89,503

Advance customer billings
23,736

 
25,146

Current portion of long-term debt

 
25,000

Accrued liabilities and other
115,208

 
72,375

Total Current Liabilities
353,178

 
252,124

 
 
 
 
Deferred Credits and Other Liabilities:
 
 
 
Deferred income taxes
379,114

 
355,509

Pension and postretirement benefit costs
228,653

 
196,558

Regulatory liabilities
85,460

 
59,432

Asset retirement obligations and other
119,987

 
75,612

Total Deferred Credits and Other Liabilities
813,214

 
687,111

Total Capitalization and Liabilities
$
3,125,386

 
$
1,880,262

 
 
 
 



7



CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS — UNAUDITED
THE LACLEDE GROUP, INC.
(Thousands)

 
Twelve Months Ended
 
September 30,
 
2013
 
2012
 
 
 
 
Operating Activities:
 
 
 
Net Income
$
52,758

 
$
62,640

  Adjustments to reconcile net income to net cash provided by
     (used in) operating activities:
 
 
 
Depreciation, amortization, and accretion
49,283

 
41,339

Deferred income taxes and investment tax credits
22,053

 
30,554

Other – net
957

 
75

Changes in assets and liabilities
38,863

 
(6,507
)
Net cash provided by operating activities
163,914

 
128,101

 
 
 
 
Investing Activities:
 
 
 
Capital expenditures
(130,788
)
 
(108,843
)
Other investments
(2,511
)
 
3,439

Acquisition of MGE, net
(975,000
)
 

Net cash used in investing activities
(1,108,299
)
 
(105,404
)
 
 
 
 
Financing Activities:
 
 
 
Issuance of long-term debt
550,000

 

Maturity of first mortgage bonds
(25,000
)
 

Notes Payable Issued
25,000

 

Issuance (Repayment) of short-term debt – net
33,900

 
(5,900
)
Issuance of common stock
431,682

 
4,311

Dividends paid
(42,518
)
 
(36,896
)
Other
(3,155
)
 
(32
)
Net cash provided by (used in) financing activities
969,909

 
(38,517
)
 
 
 
 
Net Increase (Decrease) in Cash and Cash Equivalents
25,524

 
(15,820
)
Cash and Cash Equivalents at Beginning of Period
27,457

 
43,277

Cash and Cash Equivalents at End of Period
$
52,981

 
$
27,457

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

8



NET ECONOMIC EARNINGS AND RECONCILIATION TO GAAP
THE LACLEDE GROUP, INC.
(Millions, except per share amounts)
 
 
Gas Utility
 
 Gas Marketing
 
Other
 
 
Total
 
Per Share Amounts (2)
Three Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) (GAAP)
$
(6.0
)
 
$
1.5

 
$
(5.1
)
 
$
(9.6
)
 
$
(0.30
)
 
Unrealized (gain) loss on energy-related derivatives (1)
0.1

 
(0.2
)
 

 
(0.1
)
 

 
Lower of cost or market inventory adjustments (1)

 
0.3

 

 
0.3

 
0.01

 
Acquisition, divestiture and restructuring activities (1)
0.3

 

 
5.2

 
5.5

 
0.17

 
Weighted Average Shares Adjustment (2)
 
 
 
 
 
 
 
 
(0.05
)
 
Net Economic Earnings (Losses) (Non-GAAP)
$
(5.6
)
 
$
1.6

 
$
0.1

 
$
(3.9
)
 
$
(0.17
)
 
Diluted EPS (GAAP)
(0.19
)
 
0.04

 
(0.15
)
 
(0.30
)
 
 
 
Net Economic EPS (Non-GAAP) (2)

(0.25
)
 
0.07

 
0.01

 
(0.17
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) (GAAP)
$
(3.2
)
 
$
1.6

 
$
0.9

 
$
(0.7
)
 
(0.03
)
 
Unrealized (gain) loss on energy-related derivatives (1)
(0.1
)
 
1.1

 

 
1.0

 
0.04

 
Lower of cost or market inventory adjustments (1)

 
(0.1
)
 

 
(0.1
)
 

 
Realized (gain) loss on economic hedges prior to the sale of the physical commodity (1)

 
0.1

 

 
0.1

 

 
Acquisition, divestiture and restructuring activities (1)

 

 
0.1

 
0.1

 
0.01

 
Net Economic Earnings (Losses) (Non-GAAP)
$
(3.3
)
 
$
2.7

 
$
1.0

 
$
0.4

 
$
0.02

 
Diluted EPS (GAAP)
$
(0.14
)
 
$
0.07

 
$
0.04

 
$
(0.03
)
 
 
 
Net Economic EPS (Non-GAAP) (2)
$
(0.15
)
 
$
0.12

 
$
0.05

 
$
0.02

 
 
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) (GAAP)
$
56.3

 
$
7.6

 
$
(11.1
)
 
$
52.8

 
$
2.02

 
Unrealized (gain) loss on energy-related derivatives (1)
0.1

 
0.4

 

 
0.5

 
0.02

 
Lower of cost or market inventory adjustments (1)

 
0.9

 

 
0.9

 
0.03

 
Acquisition, divestiture and restructuring activities (1)
0.3

 

 
10.5

 
10.8

 
0.42

 
Weighted Average Shares Adjustment (2)


 


 


 


 
0.38

 
Net Economic Earnings (Losses) (Non-GAAP)
$
56.7

 
$
8.9

 
$
(0.6
)
 
$
65.0

 
$
2.87

 
Diluted EPS (GAAP)
2.16

 
0.29

 
(0.43
)
 
2.02

 
 
 
Net Economic EPS (Non-GAAP) (2)
2.51

 
0.39

 
(0.03
)
 
2.87

 
 
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) (GAAP)
$
48.2

 
$
12.3

 
$
2.1

 
$
62.6

 
2.79

 
Unrealized (gain) loss on energy-related
     derivatives (1)
(0.1
)
 
(0.2
)
 

 
(0.3
)
 
(0.02
)
 
Realized (gain) loss on economic hedges prior
     to the sale of the physical commodity (1)

 
0.2

 

 
0.2

 
0.01

 
Acquisition, divestiture and restructuring activities (1)

 

 
0.1

 
0.1

 
0.01

 
Net Economic Earnings (Losses) (Non-GAAP)
$
48.1

 
$
12.3

 
$
2.2

 
$
62.6

 
$
2.79

 
Diluted EPS (GAAP)
$
2.15

 
$
0.55

 
$
0.09

 
$
2.79

 
 
 
Net Economic EPS (Non-GAAP) (2)
$
2.14

 
$
0.55

 
$
0.10

 
$
2.79

 
 

(1) Amounts presented net of income taxes, which were calculated by applying federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items. For the quarters ended September 30, 2013 and 2012, the total net income tax (benefit) expense included in the reconciling items is $(3.5) million and $(0.7) million, respectively. For the twelve months ended September 30, 2013, the net income tax impact included in the reconciling items is $7.5 million. The 2012 amount was negligible.
(2) Consolidated net economic earnings per share (EPS) are calculated by replacing consolidated net income (loss) with consolidated net economic earnings (loss) in the GAAP diluted EPS calculation. Also, net economic earnings exclude the impact of the May 2013 equity offering to fund the pending acquisition of MGE. For the quarter ended September 30, 2013, the weighted average diluted shares used in the net economic earnings per share calculation was 22.5 million compared to 32.5 million in the GAAP EPS calculation. For the twelve months ended September 30, 2013, the weighted average diluted shares used in the net economic earnings per share calculation was 22.5 million compared to 26.0 million in the GAAP EPS calculation.
Note: EPS amounts by segment represent contributions to The Laclede Group’s consolidated EPS.

9



OPERATING CASH FLOWS AND RECONCILIATION TO GAAP    

THE LACLEDE GROUP, INC.
(Thousands)

 
Twelve Months Ended
 
September 30,
 
2013
 
2012
 
 
 
 
 
 
 
 
Net cash provided by operating activities (GAAP)
$
163,914

 
$
128,101

 
 
 
 
Add (deduct):
 
 
 
Changes in assets and liabilities
(38,863
)
 
6,507

Deferred income taxes and investment tax credits
(22,053
)
 
(30,554
)
Operating Cash Flows (Non-GAAP)
$
102,998

 
$
104,054

 
 
 
 
Net cash used in investing activities (GAAP)
$
(1,108,299
)
 
$
(105,404
)
Net cash provided by (used in) financing activities (GAAP)
$
969,909

 
$
(38,517
)



###



10

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