-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WLB5iZj2mpES1v0aeYFgJ3Fsh2XQtRMbTNuo1ET0ziY05hTEM9UyI5t5VaT8kOXx Kz88wq4VPFb48A52ryZW/w== 0000318819-94-000011.txt : 19940520 0000318819-94-000011.hdr.sgml : 19940520 ACCESSION NUMBER: 0000318819-94-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN WATER WORKS CO INC CENTRAL INDEX KEY: 0000318819 STANDARD INDUSTRIAL CLASSIFICATION: 4941 IRS NUMBER: 510063696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03437 FILM NUMBER: 94527819 BUSINESS ADDRESS: STREET 1: 1025 LAUREL OAK RD CITY: VOORHEES STATE: NJ ZIP: 08043 BUSINESS PHONE: 6093468200 MAIL ADDRESS: ZIP: 07 10-Q 1 10-Q MARCH 31, 1994 FORM 10-Q Page 1 of 12 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 -------------------------------------------- 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 1-3437-2 ---------------------------------------------------- AMERICAN WATER WORKS COMPANY, INC. - - --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 51-0063696 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) 1025 Laurel Oak Road, Voorhees, New Jersey 08043 - - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (609) 346-8200 - - --------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - - ---------------------------------------------------------------------------- (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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- At May 1, 1994, the number of shares of common stock, $1.25 par value, outstanding was 31,617,706 shares. No exhibits are filed with this report and there is no exhibit index. -2- FORM 10-Q PART I - FINANCIAL INFORMATION Item 1. Financial Statements AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES Consolidated Statements of Income and Retained Earnings (Unaudited) (In thousands, except per share amounts)
Three Months Ended March 31, ------------------- 1994 1993 -------- -------- CONSOLIDATED INCOME Operating revenues $177 659 $155 472 ------- ------- Operating expenses Operation and maintenance 97 148 81 987 Depreciation and amortization 17 878 15 544 General taxes 18 747 16 789 State income taxes 1 108 1 132 Federal income taxes 5 963 4 739 ------- ------- 140 844 120 191 ------- ------- Operating income 36 815 35 281 Allowance for other funds used during construction 1 105 741 Other income 385 165 ------- ------- 38 305 36 187 ------- ------- Income deductions Interest 26 720 23 461 Allowance for borrowed funds used during construction (741) (529) Amortization of debt expenses 293 500 Preferred dividends of subsidiaries 972 1 133 Other deductions 631 1 461 ------- ------- 27 875 26 026 ------- ------- Net income 10 430 10 161 Dividends on preferred stocks 996 1 002 ------- ------- Net income to common stock $ 9 434 $ 9 159 ======= ======= Average shares of common stock outstanding 31 305 31 044 Earnings per common share on average shares outstanding $.30 $.30 === === CONSOLIDATED RETAINED EARNINGS Balance at beginning of period $578 593 $538 332 Add - net income 10 430 10 161 ------- ------- 589 023 548 493 ------- ------- Deduct - dividends Preferred stock 882 888 Preference stock 114 114 -3- FORM 10-Q Common stock - $.27 in 1994; $.25 in 1993 8 439 7 759 ------- ------- 9 435 8 761 ------- ------- Balance at end of period $579 588 $539 732 ======= =======
-4- FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES Consolidated Balance Sheet (Unaudited) (In thousands)
March 31 December 31 1994 1993 ----------- ----------- ASSETS Property, plant and equipment Utility plant - at original cost less accumulated depreciation $2 457 354 $2 444 277 Utility plant acquisition adjustments 41 008 40 689 Other utility plant adjustments 234 246 Non-utility property, net of accumulated depreciation 20 977 21 224 Excess of cost of investments in subsidiaries over book equity at acquisition 22 732 22 709 --------- --------- 2 542 305 2 529 145 --------- --------- Current assets Cash and cash equivalents 46 536 52 979 Temporary investments-at cost plus accrued interest 670 399 Customer accounts receivable 44 669 46 795 Allowance for uncollectible accounts (1 042) (1 107) Unbilled revenues 56 883 57 298 Miscellaneous receivables 7 677 7 033 Materials and supplies 10 356 8 965 Deferred vacation pay 10 367 8 517 Other 8 477 8 776 --------- --------- 184 593 189 655 --------- --------- Deferred debits and other long-term assets Regulatory asset-income taxes recoverable through rates 202 933 198 744 Deferred pension expense 15 163 13 437 Debt and preferred stock expense 15 610 15 552 Tank painting costs 7 664 7 906 Other 38 102 39 572 --------- --------- 279 472 275 211 --------- --------- $3 006 370 $2 994 011 ========= =========
-5- FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES Consolidated Balance Sheet (Unaudited) (In thousands)
March 31 December 31 1994 1993 ----------- ----------- CAPITAL AND LIABILITIES Capital Common stock $ 39 264 $ 39 055 Paid-in capital 42 083 37 627 Retained earnings 579 588 578 593 --------- --------- Common stockholders' equity 660 935 655 275 Preferred stocks with mandatory redemption requirements 40 000 40 000 Preferred stocks without mandatory redemption requirements 11 673 11 673 Preferred stocks of subsidiaries with mandatory redemption requirements 44 939 46 515 Preferred stocks of subsidiaries without mandatory redemption requirements 6 301 6 302 Long-term debt American Water Works Company, Inc. 131 000 131 000 Subsidiaries 1 121 770 1 056 404 --------- --------- 2 016 618 1 947 169 --------- --------- Current liabilities Bank debt 118 911 193 620 Current portion of long-term debt 10 394 5 405 Accounts payable 22 983 31 644 Taxes accrued, including federal income 19 847 11 798 Interest accrued 30 577 23 226 Accrued vacation pay 10 738 8 835 Other 20 754 27 852 --------- --------- 234 204 302 380 --------- --------- Deferred credits and other long-term liabilities Advances for construction 124 087 125 031 Deferred taxes 317 628 309 204 Regulatory liability-income taxes refundable through rates 45 608 45 942 Deferred investment tax credits 41 325 41 644 Other 41 470 38 146 --------- --------- 570 118 559 967 --------- --------- Contributions in aid of construction 185 430 184 495 --------- --------- $3 006 370 $2 994 011 ========= =========
-6- FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES Consolidated Statement of Cash Flows (Unaudited) (In thousands)
Three Months Ended March 31, ------------------- 1994 1993 ------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 10 430 $ 10 161 Adjustments Depreciation and amortization 17 878 15 544 Provision for deferred income taxes 3 664 2 790 Provision for losses on accounts receivable 740 632 Allowance for other funds used during construction (1 105) (741) Employee benefits funding in excess of expense (321) 2 738 Deferred tank painting costs (41) (13) Deferred rate case expense (303) (700) Amortization of deferred charges 2 224 1 794 Other, net 203 (1 006) Changes in assets and liabilities Accounts receivable 677 1 720 Unbilled revenues 415 (264) Other current assets (1 092) 1 286 Accounts payable (8 661) (9 915) Taxes accrued, including federal income 8 049 5 051 Interest accrued 7 351 2 170 Other current liabilities (7 098) (4 911) ------ ------ Net cash from operating activities 33 010 26 336 ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES Construction expenditures (32 003) (29 185) Allowance for other funds used during construction 1 105 741 Proceeds from the disposition of property, plant, and equipment 359 692 Removal costs from property, plant, and equipment retirements (818) (718) Funds restricted for construction activity 2 035 123 Temporary investments (271) 100 ------- ------- Net cash used in investing activities (29 593) (28 247) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 70 600 57 500 Proceeds from common stock 4 019 Net borrowings (repayments) under line-of-credit agreements (74 709) 16 406 Advances and contributions for construction, net of refunds 1 660 3 686 Debt and stock issuance costs (1 051) (1 075) Repayment of long-term debt (245) (86 088) Redemption of preferred stocks (1 577) (306) Dividends paid (8 557) (8 306) ------ ------- Net cash used in financing activities (9 860) (18 183) ------ ------- Net decrease in cash and cash equivalents (6 443) (20 094) Cash and cash equivalents at beginning of period 52 979 29 113 ------ ------- Cash and cash equivalents at end of period $ 46 536 $ 9 019 ====== ======= -7- FORM 10-Q Cash paid during the period for: Interest, net of capitalized amount $ 19 773 $ 21 525 ======= ======= Income taxes $ 1 518 $ 1 304 ======= ======= Common stock issued in lieu of cash in connection with the Dividend Reinvestment and Stock Purchase Plan and the Savings Plan for Employees totalled $1,053 in 1994 and $455 in 1993. Dividends paid excludes $878 in 1994 and $455 in 1993 of dividends declared on common stock that were used to purchase shares of common stock through the Dividend Reinvestment and Stock Purchase Plan.
-8- FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES Information Accompanying Financial Statements (Unaudited) (In thousands, except share and per share amounts)
March 31 December 31 1994 1993 -------- ----------- Capital Stock of American Water Works Company, Inc. Preferred stocks with mandatory redemption requirements Cumulative preferred stock - $25 par value Authorized - 1,770,000 shares 8.50% series (non-voting) - 1,600,000 shares outstanding $ 40 000 $ 40 000 ------- ------- $ 40 000 $ 40 000 ======= ======= Preferred stocks without mandatory redemption requirements Cumulative preferred stock - $25 par value 5% series (one-tenth of a vote per share) - 101,777 shares outstanding $ 2 544 $ 2 544 Cumulative preference stock - $25 par value Authorized - 750,000 shares 5% series (non-voting) - 365,158 shares outstanding 9 129 9 129 ------- ------- $ 11 673 $ 11 673 ======= ======= The terms of the 8.50% preferred stock provide that all shares of the series shall be redeemed on December 1, 2000. March 31 December 31 1994 1993 -------- ----------- Common stockholders' equity Common stock - $1.25 par value Authorized - 100,000,000 shares Outstanding - 31,410,854 shares at March 31, 1994; 31,243,743 shares at December 31, 1993 $ 39 264 $ 39 055 Paid-in capital 42 083 37 627 Retained earnings 579 588 578 593 ------- ------- $660 935 $655 275 ======= ======= Thus far in 1994, 148,330 shares of common stock were issued in connection with the Dividend Reinvestment and Stock Purchase Plan and 18,781 shares of common stock were issued in connection with the Savings Plan for Employees. At March 31, 1994, 30,461,581 common shares were reserved for issuance in connection with the Stockholder Rights Plan, 1,471,103 common shares were reserved for issuance in connection with the Dividend Reinvestment and Stock Purchase Plan, 694,568 common shares were reserved for issuance in connection with the Employees' Stock Ownership Plan, and 460,056 common shares were reserved for issuance in connection with the Savings Plan for Employees.
-9- FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES Notes to Consolidated Financial Statements (Unaudited) March 31, 1994 NOTE 1 -- Financial Statement Presentation - - ------------------------------------------ The information presented in this Form 10-Q is unaudited. In the opinion of management, the information reported reflects all adjustments, consisting only of normal recurring adjustments, which were necessary to a fair statement of the results for the periods reported. Certain reclassifications have been made to conform previously reported data to the current presentation. -10- FORM 10-Q PART I - FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of operations - - --------------------- Operating revenues for the first quarter of 1994 increased by 14% over those for the first quarter of 1993. The increase in revenues is due to the August 31, 1993 acquisition of four midwestern water utilities, the result of rate increases authorized for certain subsidiaries and higher sales volume. The acquisition of the four companies last year was responsible for approximately one-third of the increase in revenues. During the first four months of 1994, five operating subsidiaries received rate orders which are expected to provide approximately $5.6 million in additional annual revenues. Six subsidiaries have rate increase applications on file before regulatory agencies which, if granted in full, would provide approximately $37.8 million in additional annual revenues. The 53.3 billion gallons of water sold in the first quarter of 1994 was 13% higher than the 47 billion gallons sold in the first quarter of 1993. The four acquired companies sold 3.8 billion gallons of water in the first quarter of 1994. Operating expenses for the first quarter of 1994 increased by 17% over the same period last year. In addition to reflecting operating expenses incurred by the acquired subsidiaries, harsh winter weather throughout most of the eastern half of the country in 1994 increased the cost of providing daily water service. Depreciation expense was higher due to growth in utility plant in service. The growth in tax expense reflects higher general taxes due to increased property values and gross receipts. Income deductions, primarily interest, were 7% higher for the first quarter of 1994 compared with the first quarter of 1993 due to an increase in total debt. Net income to common stock was $9.4 million for the first quarter of 1994 compared with $9.2 million for the same period in 1993. Capital Resources and Liquidity - - ------------------------------- During the balance of 1994, the Company plans to issue common stock through its Dividend Reinvestment and Stock Purchase Plan, the Employees' Stock Ownership Plan and the Savings Plan for Employees. Proceeds from the issuance of common stock will provide for added investments in subsidiaries. Four operating subsidiaries issued $70.6 million of long-term debt during the first three months of 1994. In addition, the Company invested $10.7 million in the common stock of one subsidiary. The proceeds from these financing arrangements have been used to fund construction programs and repay bank borrowings. It is anticipated that some subsidiaries will sell long- term debt to institutional investors and common stock to the Company during the remainder of 1994, with the proceeds used to repay bank loans and to fund construction projects. ------------------------------------ -11- FORM 10-Q PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K A. Exhibits None B. Reports on Form 8-K No report on Form 8-K has been filed by the registrant during the quarter ended March 31, 1994. -12- FORM 10-Q 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 thereunto duly authorized. AMERICAN WATER WORKS COMPANY, INC. Date May 11, 1994 George W. Johnstone ------------ -------------------------------------- George W. Johnstone, President and CEO (Authorized Officer) Date May 11, 1994 Robert D. Sievers ------------ -------------------------------------- Robert D. Sievers, Comptroller (Chief Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----