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) April 12, 2005
WESTAR ENERGY, INC.
(Exact name of registrant as specified in its charter)
KANSAS | 1-3523 | 48-0290150 | ||
(State or other jurisdiction of | (Commission File Number) | (IRS Employer | ||
incorporation or organization) | Identification No.) |
818 South Kansas Avenue, Topeka, Kansas | 66612 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (785) 575-6300
Not Applicable
(Former name or former address, if changed since last report)
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 240.13e-4(c)) |
WESTAR ENERGY, INC.
Section 7. Regulation FD Disclosure
Item 7.01 - Regulation FD Disclosure
We will be attending the Midwest Utility Seminar on April 12, 2005 in Chicago, Illinois. We are scheduled to give a presentation on Tuesday, April 12, 2005 at 1:45 p.m. (CDT). A copy of the presentation to be used at the seminar is attached to this report and incorporated herein by this reference. The presentation is also available on our web site, http://www.wr.com.
The presentation indicates that we expect to recognize a mark to market gain of approximately $12.3 million for the three months ended March 31, 2005 associated with the coal supply contract for our Lawrence and Tecumseh Energy Centers. As we have previously disclosed, based on the terms of this contract, changes in the fair value of this contract are marked to market through earnings in accordance with the requirements of SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This may cause volatility in our reported earnings. However, since we anticipate using all of the coal delivered under this contract, we expect that over the life of this contract all changes recognized in the mark to market value of the contract will reverse and will not have an impact on our long-term results of operations.
The presentation also notes that the Kansas Corporation Commission approved our request to accumulate and defer for future recovery $28 million to $32 million of maintenance costs related to the January 4 and 5, 2005 ice storm that impacted substantially all of our service territory and highlights some of the key components of our rate review that we will file with the Kansas Corporation Commission on May 2, 2005, including a request to increase depreciation rates by $25 million to $30 million and a request to recover over a three to five year period approximately $50 million of costs related to a 2002 storm and, as discussed above, the 2005 ice storm.
Section 9. Financial Statements and Exhibits
Item 9.01(c) - Exhibits
Exhibit 99.1 Presentation to Midwest Utility Seminar on April 12, 2005.
The information in this report, including any exhibits hereto, is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. This report, including any exhibits hereto, contains information and data that may constitute forward-looking statements based on assumptions by the management of the Company as of the date of this document. If managements assumptions prove incorrect or should unanticipated circumstances arise, the Companys actual results could differ materially from those anticipated. These differences could be caused by a number of factors or combination of factors including, but not limited to, those factors described under the heading Risk Factors contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2004 as filed with the Securities and Exchange Commission. Readers are urged to consider such factors when evaluating any forward-looking statement, and the Company cautions you not to put undue reliance on any forward-looking statements.
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 thereunto duly authorized.
Westar Energy, Inc. | ||||
Date: April 12, 2005 | By: | /s/ LARRY D. IRICK | ||
Larry D. Irick, Vice President, General Counsel | ||||
and Corporate Secretary |
EXHIBIT INDEX
Exhibit Number |
Description of Exhibit | |
99.1 | Presentation to Midwest Utility Seminar on April 12, 2005. |
Midwest Utility Seminar
Chicago, IL April 12, 2005
Forward-Looking Statements Disclosure
The following presentation contains some forward-looking statements with respect to Westar Energy Inc.s (Westar) future plans, expectations and goals, including managements expectations with respect to future operating results and dividend growth. The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability.
Although we believe that the expectations and goals reflected in such forward-looking statements are based on reasonable assumptions, all forward-looking statements involve risk and uncertainty. Therefore, actual results could vary materially from what we expect. Please review our 2004 annual report on Form 10-K for important risk factors that could cause results to differ materially from those in any such forward-looking statements. Any forward-looking statement speaks only as of the date such statement was made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made except as required by applicable laws or regulations.
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Management Team Present
Greg Greenwood Bruce Burns Jeff Beasley
Treasurer
Director Investor Relations
Director Corporate Finance
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4
Back to Basics Transformation is Complete
Experienced utility leadership
Executed debt reduction plan set out for investors and regulators nine months ahead of schedule
Open communication and cooperation focused on fostering strong relationships
Emphasis on regulatory outcomes
Vertically Integrated Kansas Utility
Topeka
Kansas
Key Operational Facts:
650,000 customers
Nearly 6,000 MW of generation 2004 reserve margin 20% 11,000 sq mile service territory 34,500 miles of T & D
2,000 employees
Kansas retail market remains fully regulated
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Diverse Customer Base
2004 Retail Sales by Class
Residential 32%
Commercial 37%
Other 1%
Industrial 30%
1% annual customer growth ~ 2 3% retail sales growth.
MWh by Year
Retail Wholesale
Millions of MWh
30 25 20 15 10 5 0
1999 2000 2001 2002 2003 (1) 2004
(1) No adjustment for divestiture of 10,000 rural retail customers.
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Self-Sufficient Generation
100% of generating assets in regulated cost of service
Self-sufficiency minimizes market exposure
Total System Capacity
0 1,000 2,000 3,000 4,000 5,000 6,000
18%
20% 18%
15%
Capacity Margin
System Peak Responsibility
2003
2004
2005
2006
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Competitive Low-Cost Generation Portfolio
As Optimized
Gas/Oil 5%
Uranium 16%
Coal 79%
Installed Capacity
Gas/Oil 34%
Uranium 9%
Coal 57%
Fuel Cost by Source $/MWh
(2004) $52.99
$55.00
$50.00
$45.00
$40.00
$35.00
$30.00
$25.00
$20.00
$15.00
$10.00
$5.00
$0.00
Avg. Fuel Cost: $12.78 $4.05
Uranium $12.44
Coal
Gas / Oil
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High Performing Generating Assets
2004 Performance
90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
78% 71%
90% 88%
Westar Industry Ave.
7% 7%
Base Load Capacity Factor
Intermediate & Peaking Availability Factor
Fleet Equivalent Forced Outage Rate
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Wolf Creek
Three-year average production cost second lowest in the nation among single-unit systems; competitive with most multi-unit fleets
Refueling year Non Refueling year
Capacity Factor
50% 60% 70% 80% 90% 100% 110%
90%
88%
102%
88%
87%
99%
1999 2000 2001 2002 2003 2004
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Recent Events
Recent Events
Settled remaining Protection One issues Pension related FAS 87 adjustment
Approximate $28 million minimum pension liability at 12/31/04
Offset by regulatory asset
First Mortgage Bond Financing
Sold $250 million first mortgage bonds 1/18/05
$125 million 5.15% due 2017
$125 million 5.95% due 2035
Called $260 million 9.75% senior notes effective 2/17/05
Weighted cost of debt 6.3%
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January 2005 Ice Storm
Cost of $38 - $42 million
$6 - $8 million capital cost
$32 - $36 maintenance expense
Requested and received authority to defer maintenance expense
$28 to $32 million (maintenance expense less $4 million reduction in the storm reserve)
Storm reserve now approximately $3 million
Carrying charge of 9.08%
Ratemaking treatment of regulatory asset to be determined in 2005 rate case
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Focus in 2005
Low Utility Rates
Lowest rates in Kansas
26% and 18% below national average
8.0¢
7.0¢
6.0¢
5.0¢
4.0¢
3.0¢
2.0¢
1.0¢
0.0¢
Cents per KWh
5.5¢
6.1¢
6.6¢
7.4¢
6.4¢
National Average = 7.5¢
Average rate in Kansas = 6.0¢
Westar Energy North
Westar Energy South
Empire District Electric (KS)
Aquila (formerly West Plains, KS)
Kansas City Power and Light (KS)
Westar Energy North/South rate differential has largely been eliminated, and our rate plan will seek further rate alignment
Source: EEI July 1, 2004
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Current Focus
Successful rate review in 2005
Constructive relationship exists
Kansas regulation has been historically balanced
Continue to minimize operating risk
Resolve EPA new source review & related issues
Settlement discussions ongoing
Will seek timely recovery of related costs in upcoming rate review
Develop and execute long-term energy supply plan
Conclude litigation against former management
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Reducing Risk
Business
Single line of business
Financial
Typical utility capital structure
Operating
System reliability
Fuel supply
Regulatory
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Reduced Financial Risk
Dramatic De-leveraging
December 31, 2002
(millions)
Debt $3,590
Preferred 21
Common 957
Total Capitalization $4,568
December 31, 2004
(millions)
Debt $1,705
Preferred 21
Common 1,388
Total Capitalization $3,114
Common 21%
Preferred < 1%
Debt 78%
Preferred < 1%
Common 45%
Debt 54%
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Reliability & Customer Relationships
Improved tree trimming Infrared / inspection programs Fuse coordination Apprentice program Virtual Hold Providing estimated restoration time
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Fuel Supply
Coal Supply
Westar-operated plant supply (80%)
75% under contract through 2020 (10+ MM tons/yr)
70% has no market openers
30% reopened on price every 5 years
?Next reopening in 2008
All volumes have cost escalators
25% under contract until 2007 2009 (3.5 MM tons/yr)
100% at fixed price or capped through 2007
70% at fixed price or capped through 2009
$12.3 million gain on mark-to-market of coal contract at 3/31/05
To reverse over remaining life of coal contract
Co-owned plant supply managed by GXP (20%)
Fixed price volumes under contract
05 06 07 08
100% 90% 70% 35%
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Uranium and Gas/Oil
Gas/Oil
No significant quantities of gas or oil hedged
Uranium
100% of uranium and uranium conversion under contract through September 2009
Experiencing no delivery issues
Gas/Oil 5%
Uranium 16%
Coal 79%
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Illustrative Market Opportunities
Typical Spring/Fall Day
6,000
5,000
4,000 Capacity
3,000 MW
2,000 1,000 0
1:00 3:00
5: 00
7:00 9:00
11:00
13:00
15:00
17:00
19:00 21:00 23:00
Current Fuel Cost $/MWh
Gas/Oil $53
Coal $12
Nuclear $4
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Energy Marketing Supports Plant Utilization
Trades occur primarily where we can physically send/receive power (SPP, MAIN, ECAR, MAPP, SERC)
Power sales and purchases generally physically backstopped
Minimize risk of loss in the event of counter party failure
Utility has first call on wholesale transactions to meet native load
Energy Marketing seeks to optimize Westars usage of its generation portfolio
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Rates & Regulation
Ratemaking in Kansas
Generally conservative, but open to new ideas
Historical test year used, but with some forward-looking adjustments
Statutory 240 days for rate cases History of allowing reasonable ROEs Environmental cost recovery
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Regulation in Kansas
Three Commissioners appointed by governor (no more than 2 from same political party)
Term Ending
Brian Moline, (D) Chairman March 15, 2006
Robert Krehbiel, (D) March 15, 2007
Michael Moffet (R) March 15, 2008
Commission staff combination of appointments and civil service positions
Staff of 46 in the utilities division
Common interveners in Kansas regulatory process
Citizens Utility Ratepayers Board (CURB)
Kansas Industrial Consumers (KIC)
Wichita School District
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2005 Rate Case Timeline
Approximate Dates
Pre-file notice (April 2005) Company files (May 2005) Interventions Discovery
Interveners file (~August 2005) Rebuttal testimony (~September 2005) Public hearings Pre-hearing conference
Technical hearings (~October 2005) Briefs (~November 2005) Decision (December 2005) Rates implemented (January 2006)
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Rate Case Approach
A traditional filing, but to include alternative rate making proposal Key components
Fuel adjustment clause
Wholesale margin sharing mechanism Environmental tracker mechanism Transmission formula rate
Further align gap between North and South rates Increase in depreciation rates of $25$30 million Storm recovery of $50 million over 3 to 5 years
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Investment Considerations
Conservative Dividend Policy
2004 dividend payout ratio only 51%
Target 60% to 75% payout
2005 may approach lower end of range
Next dividend review planned for early 2006
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Investment Highlights
Pure utility / constructive regulation
Diverse customer mix / below average utility rates Reliable, low-cost generating assets Stable environment / improving returns Attractive dividend policy
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Appendix
2005 Ongoing Earnings Guidance
2004 GAAP EPS $2.14
Less: Special items (a) 0.65
2004 Ongoing EPS (Non-GAAP) $1.50
2005 Earnings Drivers and Adjustments:
Weather $0.110.15
Sales growth 0.050.10
Income taxes (0.07)
Fuel (0.130.16)
Discontinuation of shared services (0.030.05)
Pension & medical (0.050.07)
O&M / SG&A (0.070.10)
Share dilution (0.060.09)
Interest savings (net) 0.110.14
Refinancing opportunities 0.040.15
Corporate-owned life insurance 0.10
2005 Ongoing EPS Guidance (Non-GAAP) $1.50$1.60
(in millions unless otherwise noted)
Average shares outstanding 8687
Depreciation & amortization $169$171
Capital expenditures (including cost of removal) $210
Effective tax rate 28%30%
The effects of the listed earnings drivers and adjustments are not necessarily independent of one another, and the combination of effects can cause individual impacts smaller or larger than the ranges indicated.
(a) Reconciliation to 2004 GAAP EPS is contained in Appendix
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Ongoing Earnings Guidance Measure
Ongoing earnings is a non-GAAP (generally accepted accounting principles) financial measure that differs from GAAP earnings because it excludes the effect of special items. Westar Energy provides ongoing earnings in addition to GAAP earnings because it believes this measure provides investors with a useful indicator of results comparable between periods because it excludes the effects of special items that may not recur or may occur on an irregular or unpredictable basis. Management uses ongoing earnings to provide a more meaningful view of Westar Energys fundamental earnings power. This measure is used internally with management and the board of directors to evaluate business performance.
Investors should note that this non-GAAP measure involves judgments by management including whether an item is classified as a special item. Ongoing earnings should not be considered an alternative to, or more meaningful than, GAAP earnings. Westar Energys ongoing earnings may not be comparable to a similarly titled measure of another company.
Westar Energy is unable to reconcile 2005 ongoing earnings guidance to 2005 GAAP earnings per share because the future impact of the special items is not predictable. An identified special item for 2005 will be the legal fees and related expenses incurred in connection with litigation related to former senior management and shareholder lawsuits. Westar Energy is unable to predict the level of these expenses but estimates that these fees and expenses may be at least $6 million in 2005.
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Reconciliation of Special Items
Consolidated Earnings and Earnings Per Share Year Ended December 31
(Unaudited)
Earnings Earnings per Share
2004 2003 2004 2003
Income from continuing operations $100,080 $162,915 $1.21 $2.25
Results of discontinued operations, net of tax 78,790 (77,905) 0.95 (1.08)
Preferred dividends 970 968 0.01 0.01
Earnings available for common stock $177,900 $84,042 $2.14 $1.16
Reconciliation of GAAP to Non-GAAP
Earnings available for common stock $177,900 $84,042 $2.14 $1.16
Special Items (After-tax):
Discontinued operations 78,790 (77,905) 0.95 (1.08)
Gain on sale of utility assets - 7,468 - 0.10
Settlement of call option - (9,876) - (0.14)
Investigation / litigation expense (11,014) (5,757) (0.13) (0.08)
RSU vesting for former management (2,750) - (0.03) -
Gain on sale of ONEOK stock - 59,817 - 0.83
Loss on debt retirement (11,346) (7,368) (0.14) (0.10)
Lease buy-out on aircraft - (6,116) - (0.08)
Total Special Items 53,680 (39,737) 0.65 (0.55)
Ongoing Earnings $124,220 $123,779 $1.50 $1.71
Ongoing earnings is a non-GAAP (generally accepted accounting principles) financial measure that differs from GAAP earnings because it excludes the effect of special items. Westar Energy provides ongoing earnings in addition to GAAP earnings because it believes this measure provides investors with a useful indicator of results comparable between periods because it excludes the effects of special items that may not recur or may occur on an irregular or unpredictable basis. Management uses ongoing earnings to provide a more meaningful view of Westar Energys fundamental earnings power. This measure is used internally with management and the board of directors to evaluate business performance.
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Westar Energy Investor Contact
Bruce Burns Director Investor Relations 785-575-8227 bruce_burns@wr.com