-----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, J8BC0QZ6bYdLmGqpYyhnmpuaS+xL18WucGpgLQAYOiYFh+v3byil2HDqMngVDjFG bfOG2t1btotY418/pXrxrw== 0000318819-95-000009.txt : 19950512 0000318819-95-000009.hdr.sgml : 19950512 ACCESSION NUMBER: 0000318819-95-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950511 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN WATER WORKS CO INC CENTRAL INDEX KEY: 0000318819 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [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: 95536457 BUSINESS ADDRESS: STREET 1: 1025 LAUREL OAK RD CITY: VOORHEES STATE: NJ ZIP: 08043 BUSINESS PHONE: 6093468200 MAIL ADDRESS: STREET 1: 1025 LAUREL OAK ROAD CITY: VOORHEES STATE: NJ ZIP: 08043 10-Q 1 FORM 10-Q Page 1 of 14 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, 1995 --------------------------------------------- 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 (IRS Employer Identification No.) incorporation or organization) 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, 1995, the number of shares of common stock, $1.25 par value, outstanding was 33,024,458 shares. Page 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, 1995 1994 -------- -------- CONSOLIDATED INCOME Operating revenues $180,844 $177,659 -------- -------- Operating expenses Operation and maintenance 94,174 97,148 Depreciation and amortization 19,370 17,878 General taxes 19,290 18,747 State income taxes 1,182 1,108 Federal income taxes 7,238 5,963 -------- -------- 141,254 140,844 -------- -------- Operating income 39,590 36,815 Allowance for other funds used during construction 2,118 1,105 Other income 337 385 -------- -------- 42,045 38,305 -------- -------- Income deductions Interest 28,678 26,720 Allowance for borrowed funds used during construction (1,845) (741) Amortization of debt expense 320 293 Preferred dividends of subsidiaries 934 972 Other deductions 411 631 -------- -------- 28,498 27,875 -------- -------- Net income 13,547 10,430 Dividends on preferred stocks 996 996 -------- -------- Net income to common stock $ 12,551 $ 9,434 ======== ======== Average shares of common stock outstanding 32,794 31,305 Earnings per common share on average shares outstanding $ 0.38 $ 0.30 ======== ======== CONSOLIDATED RETAINED EARNINGS Balance at beginning of period $618,875 $578,593 Add - net income 13,547 10,430 -------- -------- 632,422 589,023 -------- -------- Page 3 FORM 10-Q Three Months Ended March 31, 1995 1994 -------- -------- Deduct - dividends Preferred stock $ 882 $ 882 Preference stock 114 114 Common stock - $.32 per share in 1995; $.27 per share in 1994 10,471 8,439 -------- -------- 11,467 9,435 -------- -------- Balance at end of period $620,955 $579,588 ======== ======== The accompanying notes are an integral part of these financial statements.
Page 4 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Consolidated Balance Sheet (Unaudited) (In thousands) March 31 December 31 1995 1994 ---------- ---------- ASSETS Property, plant and equipment Utility plant - at original cost less accumulated depreciation $2,682,133 $2,645,079 Utility plant acquisition adjustments 38,247 39,212 Other utility plant adjustments 184 196 Non-utility property, net of accumulated depreciation 19,197 18,951 Excess of cost of investments in subsidiaries over book equity at acquisition 22,693 22,681 ---------- ---------- 2,762,454 2,726,119 ---------- ---------- Current assets Cash and cash equivalents 42,974 30,091 Temporary investments - at cost plus accrued interest 951 1,448 Customer accounts receivable 45,301 50,375 Allowance for uncollectible accounts (930) (999) Unbilled revenues 57,876 57,687 Miscellaneous receivables 4,237 5,342 Materials and supplies 10,167 9,846 Deferred vacation pay 10,617 9,256 Other 6,606 7,531 ---------- ---------- 177,799 170,577 ---------- ---------- Regulatory and other long-term assets Regulatory asset - income taxes recoverable through rates 202,347 202,967 Funds restricted for construction 4,582 26,213 Debt and preferred stock expense 18,631 18,882 Deferred pension expense 17,564 17,931 Deferred postretirement benefit expense 9,026 8,545 Tank painting costs 8,660 8,997 Other 27,776 26,423 ---------- ---------- 288,586 309,958 ---------- ---------- $3,228,839 $3,206,654 ========== ========== The accompanying notes are an integral part of these financial statements. Page 5 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Consolidated Balance Sheet (Unaudited) (In thousands) March 31 December 31 1995 1994 ---------- ---------- CAPITALIZATION AND LIABILITIES Capitalization Common stock $ 41,158 $ 40,824 Paid-in capital 83,849 76,003 Retained earnings 620,955 618,875 Unearned compensation (2,645) (2,262) ---------- ---------- Common stockholders' equity 743,317 733,440 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 43,472 43,737 Preferred stocks of subsidiaries without mandatory redemption requirements 6,288 6,288 Long-term debt American Water Works Company, Inc. 131,000 131,000 Subsidiaries 1,166,425 1,177,043 ---------- ---------- 2,142,175 2,143,181 ---------- ---------- Current liabilities Bank debt 98,482 82,425 Current portion of long-term debt 79,385 73,929 Accounts payable 29,396 43,629 Taxes accrued, including federal income 20,447 13,352 Interest accrued 31,185 26,296 Accrued vacation pay 10,988 9,575 Other 26,625 27,587 ---------- ---------- 296,508 276,793 ---------- ---------- Page 6 FORM 10-Q March 31 December 31 1995 1994 ---------- ---------- Regulatory and other long-term liabilities Advances for construction $ 128,646 $ 130,617 Deferred income taxes 335,175 331,889 Regulatory liability - income taxes refundable through rates 42,311 42,946 Deferred investment tax credits 39,390 39,702 Accrued pension expense 28,355 29,121 Accrued postretirement benefit expense 9,100 9,100 Other 7,018 4,902 ---------- ---------- 589,995 588,277 ---------- ---------- Contributions in aid of construction 200,161 198,403 ---------- ---------- Commitments and contingencies 0 0 ---------- ---------- $3,228,839 $3,206,654 ========== ========== The accompanying notes are an integral part of these financial statements.
Page 7 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Consolidated Statement of Cash Flows (Unaudited) (In thousands) Three Months Ended March 31, 1995 1994 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 13,547 $ 10,430 Adjustments Depreciation and amortization 19,370 17,878 Provision for deferred income taxes 4,835 3,664 Provision for losses on accounts receivable 951 740 Allowance for other funds used during construction (2,118) (1,105) Employee benefit expenses less than funding (315) (321) Common stock contributions to employee benefit plans 353 117 Deferred revenues, net (4) 0 Deferred tank painting costs (16) (41) Deferred rate case expense (452) (303) Amortization of deferred charges 1,893 2,224 Other, net 1,416 203 Changes in assets and liabilities Accounts receivable 5,159 677 Unbilled revenues (189) 415 Other current assets 604 (1,092) Accounts payable (14,233) (8,661) Taxes accrued, including federal income 7,095 8,049 Interest accrued 4,889 7,351 Other current liabilities (962) (7,098) -------- -------- Net cash from operating activities 41,823 33,127 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Construction expenditures (57,131) (32,003) Allowance for other funds used during construction 2,118 1,105 Water system acquisition, net of acquired cash (15) 0 Proceeds from the disposition of property, plant and equipment 151 359 Removal costs from property, plant and equipment retirements (965) (818) Funds restricted for construction activity 21,631 2,035 Temporary investments 497 (271) -------- -------- Net cash used in investing activities (33,714) (29,593) -------- -------- Page 8 FORM 10-Q Three Months Ended March 31, 1995 1994 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt $ 0 $ 70,600 Proceeds from common stock 5,182 4,780 Net borrowings (repayments) under line-of-credit agreements 16,057 (74,709) Advances and contributions for construction, net of refunds 531 1,660 Debt and stock issuance costs (102) (1,051) Repayment of long-term debt (5,162) (245) Redemption of preferred stocks (265) (1,577) Dividends paid (11,467) (9,435) -------- -------- Net cash from (used in) financing activities 4,774 (9,977) -------- -------- Net increase (decrease) in cash and cash equivalents 12,883 (6,443) Cash and cash equivalents at beginning of period 30,091 52,979 -------- -------- Cash and cash equivalents at end of period $ 42,974 $ 46,536 ======== ======== Cash paid during the period for: Interest, net of capitalized amount $ 24,487 $ 19,773 ======== ======== Income taxes $ 2,273 $ 1,518 ======== ======== Common stock issued in lieu of cash in connection with the Savings Plan for Employees totaled $353 in 1995 and $117 in 1994. The accompanying notes are an integral part of these financial statements.
Page 9 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 1995 1994 -------- -------- 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. Common stockholders' equity Common stock - $1.25 par value Authorized - 100,000,000 shares Outstanding - 32,926,189 shares at March 31, 1995; 32,659,187 at December 31, 1994 $ 41,158 $ 40,824 Paid-in capital 83,849 76,003 Retained earnings 620,955 618,875 Unearned compensation (2,645) (2,262) -------- -------- $743,317 $733,440 ======== ======== During the first three months of 1995, 240,628 shares of common stock were issued in connection with the Dividend Reinvestment and Stock Purchase Plan, and 26,374 shares were issued in connection with the Savings Plan for Employees. At March 31, 1995, common shares reserved for issuance in connection with the Company's stock plans were 30,461,581 shares for the Stockholder Rights Plan, 135,015 shares for the Dividend Reinvestment and Stock Purchase Plan, 612,214 shares for the Employees' Stock Ownership Plan, 363,163 shares for the Savings Plan for Employees and 350,000 shares for the Long-Term Performance-Based Incentive Plan . Page 10 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Notes to Consolidated Financial Statements (Unaudited) March 31, 1995 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 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. Page 11 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 1995 were 2% higher than for the first quarter of 1994 due to rate increases authorized for certain subsidiaries. During the first four months of 1995, two regulated subsidiaries received rate orders which are expected to provide approximately $1.5 million in additional annual revenues. Twelve subsidiaries have rate increase applications on file before regulatory agencies which, if granted in full, would provide approximately $100 million in additional revenues. The 51.9 billion gallons of water sold in the first quarter of 1995 was 3% less than the 53.3 billion gallons sold in the first quarter of 1994. Residential, industrial and other customers accounted for 31%, 33% and 35%, respectively, of the 3% decrease. Operating expenses for the first quarter of 1995 remained at essentially the same level as a year ago. Lower operation and maintenance expenses were the result of significant efforts to improve productivity and milder winter weather conditions. Depreciation expense was higher due to growth in utility plant in service. Higher general tax expense reflects higher property values and increased gross receipts. Income taxes increased as a result of increased earnings. Income deductions, primarily interest, were 2% higher for the first three months when compared to 1994. This increase can be attributed primarily to an increase in debt. Net income to common stock was $12.6 million for the first quarter of 1995 compared with $9.4 million for the same period in 1994. Page 12 FORM 10-Q Capital Resources and Liquidity - -------------------------------- During the balance of 1995, the Company plans to issue shares of 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 fund additional equity investments in subsidiaries. One regulated subsidiary issued $3.0 million of long-term debt during the first four months of 1995. In addition, the Company invested $2.0 million in the common stock of the 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 1995, with the proceeds used to repay bank loans and fund construction projects. In late April, the Company announced that its subsidiary, Pennsylvania- American Water Company (PAWC), has agreed to purchase the water utility operations of Pennsylvania Gas and Water Company(PG&W), a subsidiary of Pennsylvania Enterprises, Inc.(PEI), for approximately $409 million. The acquisition is contingent on, among other things, the approval of the Pennsylvania Public Utility Commission and the stockholders and certain debt holders of PEI and PG&W. The acquisition will serve a population of approximately 400,000 people in 62 communities in northeastern Pennsylvania. Pennsylvania-American Water Company will fund the acquisition of the water utility operations of Pennsylvania Gas and Water Company, if approved, through short-term debt. The short-term debt will be refunded through the issuance of long-term debt and the sale of common stock to the Company. Page 13 FORM 10-Q PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K ----------------------------------------- A. Exhibits -------- Exhibit number (27), Financial Data Schedule, is filed herewith. B. Reports on Form 8-K ------------------- No report on Form 8-K was filed by the registrant during the quarter ended March 31, 1995. Page 14 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 5, 1995 /s/ George W. Johnstone ---------------- -------------------------------------- George W. Johnstone, President and CEO (Authorized Officer) Date May 5, 1995 /s/ Robert D. Sievers ---------------- -------------------------------------- Robert D. Sievers, Comptroller (Chief Accounting Officer) EX-27 2
OPUR1 0000318819 R. D. SIEVERS 1,000 3-MOS DEC-31-1995 MAR-31-1995 PER-BOOK 2,682,133 80,321 177,799 260,810 27,776 3,228,839 41,158 81,204 620,955 743,317 83,472 17,961 1,297,425 98,482 0 0 79,385 0 0 0 908,797 3,228,839 180,844 8,420 132,834 141,254 39,590 2,635 42,225 28,678 13,547 996 12,551 10,471 27,938 41,823 .38 0
-----END PRIVACY-ENHANCED MESSAGE-----