-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C/4pAPz0qT7qde/pgUuf7HiRl5+6uhKNhigivtuZclqv7Fy97uayYewM4EPDWars ex6IVCHGoeEMEP+s1Cydjg== 0000912057-02-007344.txt : 20020414 0000912057-02-007344.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-007344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020225 ITEM INFORMATION: FILED AS OF DATE: 20020225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE DISTRICT ELECTRIC CO CENTRAL INDEX KEY: 0000032689 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 440236370 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03368 FILM NUMBER: 02556780 BUSINESS ADDRESS: STREET 1: 602 JOPLIN ST CITY: JOPLIN STATE: MO ZIP: 64801 BUSINESS PHONE: 4176255100 MAIL ADDRESS: STREET 1: P.O. BOX 127 CITY: JOPLIN STATE: MO ZIP: 64802 8-K 1 a2071655z8-k.htm 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

        Date of Report (Date of earliest event reported): February 25, 2002


THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of registrant as specified in charter)

Kansas
(State or other jurisdiction of incorporation)

1-3368
(Commission File Number)

 

44-0236370
(IRS Employer Identification Number)

602 Joplin Street, Joplin, Missouri
(Address of principal executive offices)

 

64801
(Zip Code)

Registrant's telephone number, including area code:                      (417) 625-5100  

Not applicable
(Former name or former address, if changed since last report)



Item 9    Regulation FD Disclosure

        Attached hereto as Exhibit 99 is the Company's Quarterly Report for the 4th quarter of 2001.

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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.


 

THE EMPIRE DISTRICT ELECTRIC COMPANY

 

 

 

 

 

By

/s/  
D. W. GIBSON      
    Name: D. W. Gibson
    Title: Vice President — Finance

Dated: February 25, 2002

 

 

 

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Exhibit Index


Exhibit
Number


 


Description


99

 

Quarterly Report for 4th quarter of 2001.

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EX-99 3 a2071655zex-99.htm QUARTERLY REPORT

THE EMPIRE DISTRICT ELECTRIC COMPANY

Quarter 4
DECEMBER 31, 2001

(PICTURE)

Fellow Shareholders,

        Earnings for the year ended December 31, 2001, were $0.59 per share, compared to $1.35 per share for 2000. Several factors impacted results:

    Earnings were reduced $0.14 per share due to a one-time, non-cash charge, net of related income taxes, in construction expenditures related to the completion of the State Line Combined Cycle Plant (SLCC), which the Missouri Public Service Commission (MPSC) did not allow the Company to recover through rate increases in the recently completed rate proceeding.

    Earnings fell $0.08 per share due to expenses related to the proposed merger with UtiliCorp United Inc. (UCU) which was terminated on January 2, 2001. This compares to merger-related costs of $0.02 per share for the same year-ended period in 2000.

    Earnings were positively impacted by $0.13 per share due to a one-time tax benefit in the first quarter from previously incurred merger-related costs that became deductible for income tax purposes.

Excluding these factors, earnings would have been $0.68 per share for the year ended December 31, 2001, compared to $1.37 for the same period in 2000.

        Earnings for the twelve-month-ended period were also impacted negatively by additional factors including: net increased fuel and purchased power costs of $4.8 million; increased maintenance costs of $4.3 million primarily related to the signing in June of long-term maintenance contracts for our combustion turbine and combined cycle units; a $2.5 million reduction in pension plan income; a reduction in AFUDC of $2.2 million following the completion of the combined cycle unit in June; $1.4 million in other interest charges because we had more short-term debt outstanding in 2001; and $3.5 million in interest related to our Trust Preferred Securities issued on March 1, 2001.

        Revenues for 2001 were $264.3 million, an increase of $4.3 million, or 1.7%, from the $260.0 million of revenues for 2000. Revenues for 2001 were positively impacted by colder-than-normal temperatures during the first quarter and negatively impacted by milder-than-normal temperatures in the third and fourth quarters.

        Earnings for the fourth quarter of 2001 were $0.01 per share, compared to $0.19 per share for the fourth quarter of 2000. Quarterly earnings were negatively impacted by milder-than-normal weather; significantly higher maintenance costs; interest of $1.1 million related to our Trust Preferred Securities; a reduction in pension plan income; and a reduction in AFUDC following the completion of the SLCC.

        The year 2001 was dominated by activities directed toward putting Empire back on the road to independence after our merger agreement with UCU was terminated.

Rate Case Filings

        On December 28, 2001, we filed a request with the Kansas Corporation Commission for an increase in rates of approximately $3.2 million, or 22.8%. We also requested reinstatement of a fuel adjustment clause for our Kansas rates. State law requires rate filings to be decided within eight months of the filing date of the request. If an increase is granted, it will be the first time our Kansas customers' rates have risen in over seven years.

        In October, we discovered that our new Missouri rates which became effective on October 2 had been impacted by a regulatory clerical error. This error had resulted in $3.6 million in recoverable costs



being omitted from final calculations for that case. After the error was discovered, Empire filed an appeal asking the MPSC to grant new rates reflecting corrected calculations, but the appeal was denied. Though acknowledging the error, the MPSC decided that overturning its previous decision would constitute "single-issue rate-making." We are currently evaluating our options for recovering the previously overlooked expenses.

Common Stock Sale

        On December 10, we sold 2,012,500 shares of common stock in an underwritten public offering. Proceeds from the sale were added to the general funds and used to pay down short-term debt.

Nonregulated Business

        We are pleased to announce that Conversant, Inc., a new subsidiary of EDE Holdings, Inc., was formed in January 2002, and has joined the Empire family of nonregulated businesses. Conversant will market the award-winning, internet-based customer information system developed by Empire employees, formerly known as Centurion. With offices in Dallas and Joplin, Conversant began operations in February 2002.

        Empire bought a controlling interest in transaeris, a wireless internet service provider, and it became a subsidiary of EDE Holdings, Inc. in September 2001. transaeris began customer testing early in 2002 and is expected to begin advertising for customers in March. transaeris offers a high-speed internet service not available in our area.

Board Meeting

        At the regular meeting of the Board of Directors held on January 31, 2002, the directors declared a quarterly dividend of $0.32 per share of common stock payable March 15, 2002, to stockholders of record on March 1.

        The Annual Meeting of Shareholders will be held at the Holiday Inn, 3615 S. Range Line, Joplin, Missouri, at 10:30 a.m. on Thursday, April 25, 2002. Details about a public conference call and webcast to follow the meeting will be announced in mid-April and posted on our website at www.empiredistrict.com.

Executive Changes

        On April 30, 2002, I will retire as Empire's President and Chief Executive Officer. I will continue my service to Empire shareholders as Chairman of the Board of Directors. At its meeting on January 31, the Board of Directors elected William L. Gipson to serve as President and Chief Executive Officer effective May 1.

        Bill joined Empire in 1981 in the Information Technology area. He was promoted to Manager of Economic Development in 1987, to Director of Commercial Operations in 1995, and to General Manager of Commercial Operations in February 1997. He was elected Vice President—Commercial Operations in April 1997, Executive Vice President in February 2001, and Chief Operating Officer in October 2001.

        Bill is bright, knowledgeable about our industry, and extremely hard working. He is well respected for his integrity and no-nonsense approach to problem solving. I am confident that he will be an excellent leader.

        The Board also elected Gregory A. Knapp, currently General Manager—Finance, to the office of Vice President—Finance and Chief Financial Officer. Greg served Empire for 22 years, with a short absence during which he served as Controller of the Missouri Department of Transportation. In his new

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position, he replaces David W. Gibson, whom the Board named to a new executive office, Vice President—Regulatory Services. Dave has been with the Company for over 22 years and has extensive experience with regulatory activities. Both of these appointments become effective on March 15.

Mayes to Retire from Board

        Mr. Roy E. Mayes, whose term as a Director expires this year, has chosen not to run for re-election to our Board. Mr. Mayes has provided us with his insights, judgment, and experience since 1991. We thank him for his valuable contributions. The Board has nominated Bill Gipson to fill the vacancy created by Mr. Mayes' retirement.

        On a personal note, I want to offer my sincere gratitude to my fellow employees for the friendship and support they have given me throughout my 34 years as an Empire employee. I thank, too, the members of the Board for so generously sharing their wisdom and guidance as well as our shareholders for the trust they placed in me. It has been an honor to represent this fine organization.

M. W. McKinney
President and Chief Executive Officer
February 20, 2002

This report has been prepared for general information for the stockholders only and is not to be used in connection with any sales or offer to buy any securities.

Certain matters discussed in this report are "forward-looking statements" intended to qualify for safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements address future plans, objectives, expectations, and events or conditions concerning various matters. Actual results in each case could differ materially from those currently anticipated in such statements, by reason of the factors noted in our filings with the SEC, including the most recent Form 10-K and Form 10-Q.

[LOGO]

www.empiredistrict.com

THE EMPIRE DISTRICT ELECTRIC COMPANY
602 JOPLIN STREET, P. O. BOX 127
JOPLIN, MISSOURI 64802-0127
TELEPHONE (417) 625-5100

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QUARTERLY REPORT
STATEMENTS OF INCOME (UNAUDITED)

 
  Three Months Ended
December 31

  Twelve Months Ended
December 31

 
 
  2001
  2000
  2001
  2000
 
Operating Revenues                          
  Electric   $ 61,715,747   $ 62,057,733   $ 263,189,506   $ 258,937,329  
  Water     244,590     264,516     1,065,348     1,066,129  
   
 
 
 
 
      61,960,337     62,322,249     264,254,854     260,003,458  
   
 
 
 
 
Operating Revenue Deductions                          
  Operating Expenses:                          
    Fuel     12,652,802     11,645,988     56,523,370     48,899,577  
    Purchased Power     13,779,581     19,945,952     62,383,952     65,238,096  
    Merger Related Expenses*     115,077     281,055     1,391,673     327,397  
    Other     9,610,368     7,703,605     36,726,181     32,570,495  
   
 
 
 
 
      36,157,828     39,576,600     157,025,176     147,035,565  
 
Maintenance and Repairs

 

 

7,306,218

 

 

3,798,926

 

 

19,094,735

 

 

14,795,210

 
  Depreciation and Amortization     6,760,715     7,069,888     29,455,451     27,783,573  
  Provision for Income Taxes     (259,672 )   342,365     1,677,172     11,375,000  
  Other Taxes     2,881,662     2,680,996     13,558,439     13,112,095  
   
 
 
 
 
      52,846,751     53,468,775     220,810,973     214,101,443  
   
 
 
 
 
Operating Income     9,113,586     8,853,474     43,443,881     45,902,015  

Other Income and (Deductions):

 

 

 

 

 

 

 

 

 

 

 

 

 
  Allowance for Equity Funds Used
During Construction
    94,332     878,989     569,961     2,373,710  
  Interest Income     22,650     124,611     199,447     641,602  
  Loss on Plant Disallowance**                 (4,087,066 )      
  Provision for Other Income Taxes***     160,986     213,696     1,677,172     (125,000 )
  Other—Net     (572,348 )   (715,290 )   (1,390,019 )   (535,285 )
   
 
 
 
 
      (294,380 )   502,006     (3,030,505 )   2,355,027  
   
 
 
 
 
Income Before Interest Charges     8,819,206     9,355,480     40,413,376     48,257,042  

Interest Charges:

 

 

 

 

 

 

 

 

 

 

 

 

 
    Trust Preferred Distributions by Subsidiary Holding Solely Parent Debentures     1,062,500           3,541,667        
    Other Long Term Debt     6,596,899     6,586,644     26,384,310     26,355,901  
    Allowance for Borrowed Funds Used During Construction (Credit)     510,166     (1,339,273 )   (3,041,298 )   (3,401,325 )
    Other     553,494     777,980     3,125,783     1,685,312  
   
 
 
 
 
      8,723,059     6,025,351     30,010,462     24,639,888  
   
 
 
 
 
                        23,617,154  
Net Income Applicable to Common Stock   $ 96,147.00   $ 3,330,129.00   $ 10,402,914.00   $ 23,617,154.00  
   
 
 
 
 
Weighted Average Number of Common Shares Outstanding     18,181,537     17,595,916     17,777,449     17,503,665  
Basic and Diluted Earnings Per Weighted Average Share of Common Stock   $ 0.01   $ 0.19   $ 0.59   $ 1.35  
   
 
 
 
 

*
Merger Related Expenses now include severance costs for the Quarter and Twelve Months Ended. For comparison purposes, for the quarter and twelve months ended December 31, 2000, merger costs have been adjusted to include severance of $154,512, and operating expenses were reduced by $154,512.
**
The Loss on Plant Disallowance was shown on the September 2001 Quarterly Report net of tax as Net Loss from State Line Combined Cycle Plant Disallowance. This is now being reported as the gross amount before taxes for the twelve months ended December 31, 2001.
***
Non-operating taxes are now included in Provision for Other Income Taxes, rather than in Other-Net. For the twelve months ended December 31, 2001, $1,557,172 is related to the Loss on Plant Disallowance.

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