FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 [ ] 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 1-7324 KANSAS GAS AND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) KANSAS 48-1093840 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. BOX 208 WICHITA, KANSAS 67201 (Address of Principal Executive Offices) 316/261-6611 (Registrant's telephone number, including area code) Indicated 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 17, 1999 Common Stock (No par value) 1,000 Shares Registrant meets the conditions of General Instruction H(1)(a) and (b) to Form 10-Q and is therefore filing this form with a reduced disclosure format.2 KANSAS GAS AND ELECTRIC COMPANY INDEX Page PART I. Financial Information Item 1. Financial Statements Balance Sheets 3 Statements of Income 4 - 5 Statements of Cash Flows 6 - 7 Statements of Common Shareholders' Equity 8 Notes to Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Part II. Other Information Item 1. Legal Proceedings 21 Item 2. Changes in Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Submission of Matters to a Vote of Security Holders 21 Item 5. Other Information 21 Item 6. Exhibits and Reports on Form 8-K 21 Signature 22
3 KANSAS GAS AND ELECTRIC COMPANY BALANCE SHEETS (Dollars in Thousands) (Unaudited) March 31, December 31, 1999 1998 ASSETS CURRENT ASSETS: Cash and cash equivalents . . . . . . . . . . . . . . . . $ 43 $ 41 Accounts receivable (net) . . . . . . . . . . . . . . . . 57,759 66,513 Advances to parent company (net). . . . . . . . . . . . . 73,834 64,405 Inventories and supplies (net). . . . . . . . . . . . . . 43,696 43,121 Prepaid expenses and other. . . . . . . . . . . . . . . . 7,235 15,097 Total Current Assets. . . . . . . . . . . . . . . . . . 182,567 189,177 PROPERTY, PLANT AND EQUIPMENT (NET) . . . . . . . . . . . . 2,511,119 2,527,357 OTHER ASSETS: Regulatory assets . . . . . . . . . . . . . . . . . . . . 259,317 260,789 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 82,848 80,648 Total Other Assets. . . . . . . . . . . . . . . . . . . 342,165 341,437 TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . $3,035,851 $3,057,971 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable. . . . . . . . . . . . . . . . . . . . . $ 57,437 $ 78,510 Accrued liabilities . . . . . . . . . . . . . . . . . . . 49,944 34,199 Accrued income taxes. . . . . . . . . . . . . . . . . . . 37,851 29,599 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 6,404 6,020 Total Current Liabilities . . . . . . . . . . . . . . . 151,636 148,328 LONG-TERM LIABILITIES: Long-term debt (net). . . . . . . . . . . . . . . . . . . 684,178 684,167 Deferred income taxes and investment tax credits. . . . . 780,615 785,116 Deferred gain from sale-leaseback . . . . . . . . . . . . 206,993 209,951 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 86,280 92,165 Total Long-term Liabilities . . . . . . . . . . . . . . 1,758,066 1,771,399 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Common stock, without par value, authorized and issued 1,000 shares . . . . . . . . . 1,065,634 1,065,634 Retained earnings . . . . . . . . . . . . . . . . . . . . 60,515 72,610 Total Shareholders' Equity. . . . . . . . . . . . . . . 1,126,149 1,138,244 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . . . . . . $3,035,851 $3,057,971 The Notes to Financial Statements are an integral part of these statements.
4 KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME (Dollars in Thousands) (Unaudited) Three Months Ended March 31, 1999 1998 SALES . . . . . . . . . . . . . . . . . . . . . . . . . $ 133,910 $ 134,566 COST OF SALES . . . . . . . . . . . . . . . . . . . . . 25,749 25,957 GROSS PROFIT. . . . . . . . . . . . . . . . . . . . . . 108,161 108,609 OPERATING EXPENSES: Operating and maintenance expense . . . . . . . . . . 39,137 35,507 Depreciation and amortization . . . . . . . . . . . . 25,057 24,433 Selling, general and administrative expense . . . . . 13,795 12,636 Total Operating Expenses. . . . . . . . . . . . . 77,989 72,576 INCOME FROM OPERATIONS. . . . . . . . . . . . . . . . . 30,172 36,033 OTHER INCOME (EXPENSE). . . . . . . . . . . . . . . . . (1,255) 4,843 EARNINGS BEFORE INTEREST AND TAXES. . . . . . . . . . . 28,917 40,876 INTEREST EXPENSE: Interest expense on long-term debt. . . . . . . . . . 11,453 11,489 Interest expense on other . . . . . . . . . . . . . . 809 870 Total Interest Expense. . . . . . . . . . . . . . 12,262 12,359 EARNINGS BEFORE INCOME TAXES. . . . . . . . . . . . . . 16,655 28,517 INCOME TAXES. . . . . . . . . . . . . . . . . . . . . . 3,750 6,102 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . $ 12,905 $ 22,415 The Notes to Financial Statements are an integral part of these statements.
5 KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME (Dollars in Thousands) (Unaudited) Twelve Months Ended March 31, 1999 1998 SALES . . . . . . . . . . . . . . . . . . . . . . . . . $ 647,723 $ 605,220 COST OF SALES . . . . . . . . . . . . . . . . . . . . . 149,152 129,489 GROSS PROFIT. . . . . . . . . . . . . . . . . . . . . . 498,571 475,731 OPERATING EXPENSES: Operating and maintenance expense . . . . . . . . . . 154,132 170,320 Depreciation and amortization . . . . . . . . . . . . 99,446 118,933 Selling, general and administrative expense . . . . . 61,436 56,801 Total Operating Expenses. . . . . . . . . . . . . 315,014 346,054 INCOME FROM OPERATIONS. . . . . . . . . . . . . . . . . 183,557 129,677 OTHER INCOME (EXPENSE). . . . . . . . . . . . . . . . . 2,578 2,258 EARNINGS BEFORE INTEREST AND TAXES. . . . . . . . . . . 186,135 131,935 INTEREST EXPENSE: Interest expense on long-term debt. . . . . . . . . . 45,954 46,069 Interest expense on other . . . . . . . . . . . . . . 3,307 3,701 Total Interest Expense. . . . . . . . . . . . . . 49,261 49,770 EARNINGS BEFORE INCOME TAXES. . . . . . . . . . . . . . 136,874 82,165 INCOME TAXES. . . . . . . . . . . . . . . . . . . . . . 42,619 18,794 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . $ 94,255 $ 63,371 The Notes to Financial Statements are an integral part of these statements.
6 KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Three Months Ended March 31, 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 12,905 $ 22,415 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . . . . 25,057 24,433 Amortization of gain from sale-leaseback. . . . . . . . . . (2,958) (2,957) Changes in working capital items: Accounts receivable (net) . . . . . . . . . . . . . . . . 8,754 (160) Inventories and supplies (net). . . . . . . . . . . . . . (575) (981) Prepaid expenses and other. . . . . . . . . . . . . . . . 7,862 7,851 Accounts payable. . . . . . . . . . . . . . . . . . . . . (21,073) (20,935) Accrued liabilities . . . . . . . . . . . . . . . . . . . 15,745 12,971 Accrued income taxes. . . . . . . . . . . . . . . . . . . 8,252 11,651 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 384 85 Changes in other assets and liabilities . . . . . . . . . . (7,636) (908) Net cash flows from operating activities. . . . . . . . 46,717 53,465 CASH FLOWS USED IN INVESTING ACTIVITIES: Additions to utility plant. . . . . . . . . . . . . . . . . (12,266) (14,091) Net cash flows (used in) investing activities . . . . . (12,266) (14,091) CASH FLOWS FROM FINANCING ACTIVITIES: Short-term debt (net) . . . . . . . . . . . . . . . . . . . - (45,000) Advances to parent company (net). . . . . . . . . . . . . . (9,429) 30,720 Retirements of long-term debt . . . . . . . . . . . . . . . (20) (95) Dividends to parent company . . . . . . . . . . . . . . . . (25,000) (25,000) Net cash flows (used in) financing activities. . . . . . (34,449) (39,375) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT . . . . . 2 (1) CASH AND CASH EQUIVALENTS: Beginning of period . . . . . . . . . . . . . . . . . . . . 41 43 End of period . . . . . . . . . . . . . . . . . . . . . . . $ 43 $ 42 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest on financing activities (net of amount capitalized) . . . . . . . . . . . . . . . . . . . . . $ 6,078 $ 6,618 Income taxes . . . . . . . . . . . . . . . . . . . . . . . - - The Notes to Financial Statements are an integral part of these statements.
7 KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Twelve Months Ended March 31, 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 94,255 $ 63,371 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . . . . 99,446 118,933 Amortization of gain from sale-leaseback. . . . . . . . . . (11,829) (11,828) Changes in working capital items: Accounts receivable (net) . . . . . . . . . . . . . . . . 9,055 (7,348) Inventories and supplies (net). . . . . . . . . . . . . . (1,696) 1,252 Prepaid expenses and other. . . . . . . . . . . . . . . . 2,079 576 Accounts payable. . . . . . . . . . . . . . . . . . . . . (3,614) 16,919 Accrued liabilities . . . . . . . . . . . . . . . . . . . 4,228 (3,587) Accrued income taxes. . . . . . . . . . . . . . . . . . . 21,988 229 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 2,287 (18) Changes in other assets and liabilities . . . . . . . . . . (8,598) (7,947) Net cash flows from operating activities. . . . . . . . 207,601 170,552 CASH FLOWS USED IN INVESTING ACTIVITIES: Additions to utility plant. . . . . . . . . . . . . . . . . (75,594) (85,938) Net cash flows (used in) investing activities . . . . . (75,594) (85,938) CASH FLOWS FROM FINANCING ACTIVITIES: Short-term debt (net) . . . . . . . . . . . . . . . . . . . - (10,000) Advances to parent company (net). . . . . . . . . . . . . . (31,996) 25,482 Retirements of long-term debt . . . . . . . . . . . . . . . (10) (95) Dividends to parent company . . . . . . . . . . . . . . . . (100,000) (100,000) Net cash flows (used in) financing activities. . . . . . (132,006) (84,613) NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . 1 1 CASH AND CASH EQUIVALENTS: Beginning of period . . . . . . . . . . . . . . . . . . . . 42 41 End of period . . . . . . . . . . . . . . . . . . . . . . . $ 43 $ 42 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest on financing activities (net of amount capitalized) . . . . . . . . . . . . . . . . . . . . . $ 75,071 $ 72,622 Income taxes . . . . . . . . . . . . . . . . . . . . . . . 37,520 45,100 The Notes to Financial Statements are an integral part of these statements.
8 KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF COMMON SHAREHOLDERS' EQUITY (Dollars in Thousands) (Unaudited) Three Months Ended Twelve Months Ended March 31, March 31, 1999 1998 1999 1998 Common Stock . . . . . . . . . . . . $1,065,634 $1,065,634 $1,065,634 $1,065,634 Retained Earnings: Beginning balance. . . . . . . . . 72,610 68,845 66,260 102,889 Net income . . . . . . . . . . . . 12,905 22,415 94,255 63,371 Dividends to parent company. . . . (25,000) (25,000) (100,000) (100,000) Ending balance . . . . . . . . . . 60,515 66,260 60,515 66,260 Total Shareholders' Equity . . . . . $1,126,149 $1,131,894 $1,126,149 $1,131,894 The Notes to Financial Statements are an integral part of these statements.
9 KANSAS GAS AND ELECTRIC COMPANY NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business: Kansas Gas and Electric Company (the company, KGE) is a rate-regulated electric utility and wholly-owned subsidiary of Western Resources, Inc. (Western Resources). The company is engaged principally in the production, purchase, transmission, distribution, and sale of electricity. The company serves approximately 283,000 electric customers in southeastern Kansas. At March 31, 1999, the company had no employees. All employees are provided by the company's parent, Western Resources which allocates costs related to the employees of the company. The Company owns 47% of Wolf Creek Nuclear Operating Corporation (WCNOC), the operating company for Wolf Creek Generating Station (Wolf Creek). The company records its proportionate share of all transactions of WCNOC as it does other jointly-owned facilities. The company's unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted. These financial statements and notes should be read in conjunction with the financial statements and the notes included in the company's 1998 Annual Report on Form 10-K. The accounting and rates of the company are subject to requirements of the Kansas Corporation Commission (KCC) and the Federal Energy Regulatory Commission (FERC). In the opinion of the company's management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. The results of operations for the three months ended March 31, 1999 are not necessarily indicative of the results to be expected for the full year. Reclassifications: Certain amounts in prior years have been reclassified to conform with classifications used in the current year presentation. 2. WESTERN RESOURCES AND KANSAS CITY POWER & LIGHT COMPANY MERGER AGREEMENT In May 1999, a Stipulation and Agreement was reached with the Kansas Corporation Commission (KCC) staff which resulted in a set of settlement recommendations in connection with the KCPL merger. These recommendations have not been accepted by all parties and must be approved by the KCC. The KCC will review the Stipulation and Agreement and issue an order based on the agreement and the results of the technical hearings, which are in progress. Significant terms of the recommended settlement are as follows:
10 - An electric rate moratorium would be implemented for four years beginning on the day the merger closes - Westar Energy would make three rate rebates of $15 million each to its Kansas retail customers on July 1 of 2001, 2002 and 2003 - Westar Energy would be allowed to include $300 million of the acquisition premium (amount is net of related deferred income taxes to be recorded) in its Kansas rate base - Western Resources and KCPL would be allowed to earn a deferred return on certain new generating facilities that will be completed during the rate moratorium period. The deferred return would be calculated from the date of commercial operation of these generating assets until the earlier of the end of the rate moratorium or March 31, 2004. Estimated expenditures by Western Resources that qualify for the deferred return approximate $270 million. For additional information on the Western Resources and Kansas City Power & Light Company Merger Agreement, see Note 13 of the company's 1998 Annual Report on Form 10-K. 3. COMMITMENTS AND CONTINGENCIES Manufactured Gas Sites: The company is associated with three former manufactured gas sites which may contain coal tar and other potentially harmful materials. The company and the Kansas Department of Health and Environment (KDHE) entered into a consent agreement governing all future work at the three sites. The terms of the consent agreement will allow the company to investigate these sites and set remediation priorities based upon the results of the investigations and risk analyses. At March 31, 1999, the costs incurred from preliminary site investigation and risk assessment have been minimal. For additional information on Commitments and Contingencies, see Note 2 of the company's 1998 Annual Report on Form 10-K. 4. INCOME TAXES Total income tax expense included in the Statements of Income reflects the Federal statutory rate of 35%. The Federal statutory rate produces effective income tax rates of 22.5% and 31.1% for the three and twelve month periods ended March 31, 1999, compared to 21.4% and 22.9% for the three and twelve month periods ended March 31, 1998. The effective income tax rates vary from the Federal statutory rate due to the permanent differences, including the amortization of investment tax credits, benefits from corporate- owned life insurance, and accelerated amortization of certain deferred income taxes. 5. SEGMENTS OF BUSINESS In 1998, the company adopted SFAS 131, "Disclosures about Segments of an Enterprise and Related Information." This statement requires the company to define and report the company's business segments based on how management currently evaluates its business. The company is evaluated from a segment
11 perspective as a part of its parent company, Western Resources. The company is an integral component of Western Resources and its financial position and operations are managed as such. Based on the management approach to determining business segments, the company only has one business segment. This segment is nuclear generation. The company's remaining operations of fossil generation and energy delivery are fully integrated with those of Western Resources. The accounting policies of the segments are substantially the same as those described in the summary of significant accounting policies. The company evaluates segment performance based on earnings before interest and taxes. The company has no single external customer from which it receives ten percent or more of revenues. Three Months Ended March 31, 1999: Electric Nuclear Eliminating Operations Generation Items Total (Dollars in Thousands) External sales. . . $ 133,910 $ - $ - $ 133,910 Allocated sales . . 29,218 (29,218) - Earnings before interest and taxes 33,142 (4,225) 28,917 Interest expense. . 12,262 Earnings before income taxes . . . 16,655 Three Months Ended March 31, 1998: Electric Nuclear Eliminating Operations Generation Items Total (Dollars in Thousands) External sales. . . $ 134,566 $ - $ - $ 134,566 Allocated sales . . 29,239 (29,239) - Earnings before interest and taxes 44,822 (3,946) 40,876 Interest expense. . 12,359 Earnings before income taxes . . . 28,517
12 Year Twelve Months Ended March 31, 1999: Electric Nuclear Eliminating Operations Generation Items Total (Dollars in Thousands) External sales. . . $ 647,723 $ - $ - $ 647,723 Allocated sales . . 117,496 (117,496) - Earnings before interest and taxes 207,334 (21,199) - 186,135 Interest expense. . 49,261 Earnings before income taxes . . . 136,874 Year Twelve Months Ended March 31, 1998: Electric Nuclear Eliminating Operations Generation Items Total (Dollars in Thousands) External sales. . . $ 605,220 $ - $ - $ 605,220 Allocated sales . . 102,449 (102,449) - Earnings before interest and taxes 186,523 (54,588) - 131,935 Interest expense. . 49,770 Earnings before income taxes . . . 82,165
13 KANSAS GAS AND ELECTRIC COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION In Management's Discussion and Analysis we explain the general financial condition and the operating results for the company. We explain: - What factors affect our business - What our earnings and costs were for the three and twelve month periods ended March 31, 1999 and 1998 - Why these earnings and costs differed from period to period - How our earnings and costs affect our overall financial condition - Any other items that particularly affect our financial condition or earnings The following Management's Discussion and Analysis of Financial Condition and Results of Operations updates the information provided in the 1998 Annual Report on Form 10-K and should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in the company's 1998 Annual Report on Form 10-K. FORWARD-LOOKING STATEMENTS Certain matters discussed here and elsewhere in this Annual Report are "forward-looking statements." The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. Forward-looking statements may include words like we "believe," "anticipate," "expect" or words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals. Such statements address future events and conditions concerning capital expenditures, earnings, litigation, rate and other regulatory matters, possible corporate restructurings, mergers, acquisitions, dispositions, liquidity and capital resources, interest and dividend rates, Year 2000 Issue, environmental matters, changing weather, nuclear operations and accounting matters. What happens in each case could vary materially from what we expect because of such things as electric utility deregulation, including ongoing state and federal activities; future economic conditions; legislative developments; our regulatory and competitive markets; and other circumstances affecting anticipated operations, sales and costs. FINANCIAL CONDITION General Net income of $12.9 million for the three months ended March 31, 1999 decreased substantially from $22.4 million for the same period in 1998. The decrease in net income was primarily due to higher operating expenses, a decrease in other income, and an electric rate decrease that was implemented on June 1, 1998. The decrease in other income was related to proceeds received in 1998 from corporate-owned life insurance policies.
14 Net income for the twelve months ended March 31, 1999, of $94.3 million, increased from net income of $63.4 million for the comparable period of 1998. The increase was primarily attributable to increased sales because of warmer weather, lower operating expenses, and the completion of the amortization of a regulatory asset in December 1997. OPERATING RESULTS The following discussion explains significant changes in results of sales, cost of sales, operating expenses, other income (expense), interest expense and income taxes between the three and twelve month periods ended March 31, 1999 and comparable periods of 1998. Sales Sales are based on energy deliveries and rates authorized by the Kansas Corporation Commission (KCC) and the Federal Energy Regulatory Commission (FERC). Rates charged for the sale and delivery of electricity are designed to recover the cost of service and allow investors a fair rate of return. Our sales vary with levels of energy deliveries. Changing weather affects the amount of energy our customers use. Very hot summers and very cold winters prompt more demand, especially among our residential customers. Mild weather reduces demand. Many things will affect our future sales. They include: - The weather - Our electric rates - Competitive forces - Customer conservation efforts - Wholesale demand - The overall economy of our service area The following table reflects changes in retail electric energy deliveries for the three and twelve months ended March 31, 1999 from the comparable periods of 1998. 3 Months 12 Months Ended Ended Residential (0.1)% 11.2% Commercial 3.7% 7.7% Industrial (2.6)% (0.2)% Wholesale (3.2)% (8.6)% Total (0.6)% 3.0% Sales decreased slightly for the three months ended March 31, 1999, as a result of decreased residential and industrial energy deliveries and the effect of our $10 million electric rate reduction implemented on June 1, 1998. Sales increased $42.5 million or 7% for the twelve months ended March 31, 1999, primarily due to increased residential energy deliveries as a result of warmer summer temperatures. Our June 1, 1998 electric rate reduction partially offset this increase.
15 Cost of Sales Items included in energy cost of sales are fuel expense and purchased power expense (electricity we purchase from others for resale). Electric fuel costs are included in base rates. Therefore, if we wished to recover an increase in fuel costs, we would have to file a request for recovery in a rate filing with the KCC which could be denied in whole or in part. Any increase in fuel costs from the projected average which the company did not recover through rates would reduce our earnings. The degree of any such impact would be affected by a variety of factors, however, and thus cannot be predicted. Actual cost of fuel to generate electricity (coal, nuclear fuel, natural gas or oil) and the amount of power purchased from other utilities decreased slightly for the first quarter of 1999. Cost of sales were $19.7 million higher for the twelve months ended March 31, 1999. With an increase in customer demand for electricity and the availability of our Wolf Creek nuclear generating station and La Cygne coal generating station during the twelve months ended March 31, 1999, we produced more electricity. The increase in net generation caused our fuel costs to increase for the twelve months ended March 31, 1999. OPERATING EXPENSES Operating and Maintenance Expense Total operating and maintenance expense increased $3.6 million or over 10% for the three months ended March 31, 1999. The increase is attributable to an increase in KGE's portion of costs shared with Western Resources which are associated with the dispatching of electric power. The restarting of our Neosho generation station, a boiler outage at our Gordon Evans generation station, and preliminary refueling expenses at Wolf Creek also contributed to the increase. Wolf Creek was taken off-line on April 3, 1999, for its tenth refueling and maintenance outage. We anticipate our operating expenses (including cost of sales) will increase in 1999 as a result of this outage. Wolf Creek was returned to service on May 9, 1999. Total operating and maintenance expense decreased $16.2 million or 9% for the twelve months ended March 31, 1999. This decrease is primarily due to a decrease in costs associated with the dispatching of electric power as mentioned above. Depreciation and Amortization Expense Depreciation and amortization expense increased $0.6 million for the first quarter in 1999 from 1998 as a result of an increase in our plant depreciation base. Depreciation and amortization expense decreased $19.5 million for the twelve months ended March 31, 1999 from 1998 primarily due to the complete amortization of a regulatory asset in 1997.
16 Selling, General and Administrative Expense Selling, general and administrative expense increased $1.2 million and $4.6 million for the three and twelve months ended March 31, 1999, from the same periods in 1998. Most of these increases are attributable to higher employee benefit costs. Business Segments We define and report our business segments based on how management currently evaluates our business. We are evaluated from a segment perspective as a part of our parent company, Western Resources. Our company is an integral component of Western Resources and its financial position and operations are managed as such. Based on the management approach to determining business segments, our company only has one business segment. This segment is nuclear generation. Our remaining operations of fossil generation and energy delivery are fully integrated with those of Western Resources. We along with Western Resources manage our business segments' performance based on our earnings before interest and taxes (EBIT). Allocated sales are external sales collected from customers by our electric operations segment that are allocated to our nuclear generation business segment based on demand and energy cost. The following discussion identifies key factors affecting our business segment. Nuclear Generation 3 Months Ended 12 Months Ended March 31, March 31, 1999 1998 1999 1998 (Dollars in Thousands) Allocated sales . . . . . . . $ 29,218 $ 29,239 $117,496 $102,449 EBIT. . . . . . . . . . . . . (4,225) (3,946) (21,199) (54,588) Nuclear fuel generation has no external sales because it provides all of its power to its co-owners KGE, KCPL and Kansas Electric Power Cooperative, Inc. The amounts above are our 47% share of Wolf Creek's operating results. Allocated sales and EBIT were higher for the twelve months ended March 31, 1999 compared to the same period in 1998 because Wolf Creek operated the entire period without any outages. In the fourth quarter of 1997, the Wolf Creek facility was off line for 58 days for a scheduled maintenance outage. EBIT was also higher because depreciation and amortization expense decreased $26 million because we had fully amortized a regulatory asset during 1997. On April 3, 1999, Wolf Creek was taken off-line for a schedule maintenance outage. The outage was completed 36 days later on May 9, 1999.
17 Other Income (Expense) Other income (expense) includes miscellaneous income and expenses not directly related to our operations. Other income and (expense) for the first quarter decreased $6.1 million. The decrease is attributed to benefits received during the first quarter of 1998 pursuant to our corporate-owned life insurance policies totaling $6.8 million. Other income for the twelve months ended March 31, 1999, realized a slight increase over the same period in 1998. Interest Expense Interest expense includes the interest we paid on outstanding debt. We experienced a slight decrease in interest expense for the first quarter and the twelve months ended March 31, 1999. Our average outstanding short-term debt balances were lower during both periods which contributed to the decreases in interest expense. After January 1998, no short-term debt has been held. LIQUIDITY AND CAPITAL RESOURCES The company's liquidity is a function of its ongoing construction and maintenance program designed to improve facilities which provide electric service and meet future customer service requirements. Our ability to provide the cash or debt to fund our capital expenditures depends upon many things, including available resources, our financial condition and current market conditions. Other than operations, our primary source of short-term cash is from short-term bank loans. At March 31, 1999, we had no short-term borrowings. OTHER INFORMATION Year 2OOO Issue We, as part of the Western Resources Year 2000 readiness program, are currently addressing the effect of the Year 2000 Issue on information systems and operations. We face the Year 2000 Issue because many computer systems and applications abbreviate dates by eliminating the first two digits of the year, assuming that these two digits are always "19". On January 1, 2000, some computer programs may incorrectly recognize the date as January 1, 1900. Some computer systems and applications may incorrectly process critical information or may stop processing altogether because of the date abbreviation. Calculations using dates beyond December 31, 1999 may affect computer applications before January 1, 2000. Overall, based on manhours as a measure of work effort, Western Resources believes it is approximately 76% complete with its readiness efforts.
18 The estimated progress of Western Resources departments and business units, exclusive of WCNOC, at March 31, 1999, based on manhours, is as follows: Percentage Department/Business Unit Completion Fossil Fuel . . . . . . . . . . . . . . 50% Power Delivery. . . . . . . . . . . . . 74% Information Technology. . . . . . . . . 87% Administrative. . . . . . . . . . . . . 76% Western Resources currently estimates that total costs to update all of its electric utility operating systems for Year 2000 readiness, excluding costs associated with WCNOC discussed below, to be approximately $6.9 million, of which $4.3 million represents IT costs and $2.6 million represents non-IT costs. As of March 31, 1999 Western Resources has expensed approximately $5.0 million of these costs, of which $3.7 million represent IT costs and $1.3 million represent non-IT costs. Based on what they know, they expect to incur the remaining $1.9 million, of which $0.6 million represents IT costs and $1.3 million represents non-IT costs, by the end of 1999. Western Resources has allocated approximately $2.0 million of the expensed costs to our company and we expect an additional $0.8 million to be allocated for the remaining costs to be incurred. WOLF CREEK NUCLEAR OPERATING CORPORATION (WCNOC): The table below sets forth estimates of the status of the components of WCNOC's Year 2000 readiness program at March 31, 1999. Estimated Completion Percentage Phase Date Completion Identification and assessment of plant components 100% Identification and assessment of computers/software (Note 1) 100% Identification and Assessment of Other Areas (Note 2) 100% Identified mission critical remediations complete (Note 3) Oct 99 60% Comprehensive testing guidelines 100% Comprehensive testing (Note 4) Jun 99 55% Contingency planning guidelines 100% Contingency planning individual plans Jun 99 80% Note 1 - Several computers are on three year lease and will not be obtained until 1999. Note 2 - Includes items such as measuring/test and telecommunications equipment. Note 3 - Two major modifications are currently scheduled to be completed after June 1999, the remaining remediations are presently scheduled for completion prior to July 1999. Note 4 - These tests are being used to define the options available for minor remediations. Several other post-remediation tests will also be performed. WCNOC has established a goal of completing all assessments of affected systems by the end of the second quarter of 1999, and has a goal to complete mission critical remediations by the end of the third quarter, except for one scheduled for October, 1999.
19 WCNOC has estimated the costs to complete the Year 2000 project at $3.9 million ($1.8 million, our share). As of March 31, 1999, $2.0 million ($0.9 million, our share) had been spent on the project. A summary of the projected costs to complete and actual costs incurred through March 31, 1999, is as follows: Projected Actual Costs Costs (Dollars in Thousands) Wolf Creek Labor and Expenses. . $ 499 $ 319 Contractor Costs . . . . . . . . 1,004 733 Remediation Costs. . . . . . . . 2,245 966 Total. . . . . . . . . . . . . $3,748 $2,018 Approximately $2.9 million ($1.4 million, our share) of WCNOC's total Year 2000 cost is purchased items and installation costs associated with remediation. Of these remediation costs, $1.8 million ($0.8 million, our share) are associated with seven major jobs which are completed or in progress. All of these costs are being expensed as they are incurred and are being funded on a daily basis along with our normal costs of operations.
20 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The company has not experienced any significant changes in its exposure to market risk since December 31, 1998. For additional information on the company's market risk, see the Form 10-K dated December 31, 1998.
21 KANSAS GAS AND ELECTRIC COMPANY Part II Other Information Item 1. Legal Proceedings None Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders Information required by Item 4 is omitted pursuant to General Instruction H(2)(b) to Form 10-Q. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges for 12 Months Ended March 31, 1999 (filed electronically) Exhibit 27 - Financial Data Schedule (filed electronically) (b) Reports on Form 8-K: None
22 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. KANSAS GAS AND ELECTRIC COMPANY Date May 17, 1999 By /s/ Richard D. Terrill Richard D. Terrill Secretary, Treasurer and General Counsel
Exhibit 12 KANSAS GAS AND ELECTRIC COMPANY Computations of Ratio of Earnings to Fixed Charges (Dollars in Thousands) Unaudited Twelve Months Ended March 31, Year Ended December 31, 1999 1998 1997 1996 1995 1994 Net Income. . . . . . . . . . . . . $ 94,255 $103,765 $ 52,128 $ 96,274 $110,873 $104,526 Taxes on Income . . . . . . . . . . 42,619 44,971 17,408 36,258 51,787 55,349 Net Income Plus Taxes. . . . . 136,874 148,736 69,536 132,532 162,660 159,875 Fixed Charges: Interest on Long-Term Debt. . . . 45,954 45,990 46,062 46,304 47,073 47,827 Interest on Other Indebtedness. . 3,307 3,368 4,388 11,758 5,190 5,183 Interest on Corporate-owned Life Insurance Borrowings . . . 31,515 32,368 31,253 27,636 25,357 20,990 Interest Applicable to Rentals. . 24,961 25,106 25,143 25,539 25,375 25,096 Total Fixed Charges . . . . . 105,737 106,832 106,846 111,237 102,995 99,096 Earnings (1). . . . . . . . . . . . $242,611 $255,568 $176,382 $243,769 $265,655 $258,971 Ratio of Earnings to Fixed Charges. 2.29 2.39 1.65 2.19 2.58 2.61 (1) Earnings are deemed to consist of net income to which has been added income taxes (including net deferred investment tax credit) and fixed charges. Fixed charges consist of all interest on indebtedness, amortization of debt discount and expense, and the portion of rental expense which represents an interest factor.
5 1,000 3-MOS DEC-31-1999 MAR-31-1999 43 0 60,001 2,242 43,696 182,567 3,658,170 1,147,051 3,035,851 151,636 684,178 0 0 1,065,634 60,515 3,035,851 133,910 133,910 25,749 103,738 0 0 12,262 16,655 3,750 12,905 0 0 0 12,905 0 0