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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2005

 

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 1-7324

 


 

KANSAS GAS AND ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

 


 

Kansas


       

48-1093840


(State or other jurisdiction of incorporation or organization)         (I.R.S. Employer Identification No.)

 

P.O. BOX 208

Wichita, Kansas 67201

(316) 261-6611


(Address, including Zip Code and telephone number, including area code, of registrant’s principal executive offices)

 


 

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 (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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Common Stock, No Par Value


       

1,000 Shares


(Class)         (Outstanding at May 10, 2005)

 

Registrant meets the conditions of General Instruction H(1)(a) and (b) to Form 10-Q for certain wholly-owned subsidiaries and is therefore filing this Form with a reduced disclosure format.

 



Table of Contents

TABLE OF CONTENTS

 

               Page

PART I. Financial Information

    
    

Item 1.

  

Condensed Financial Statements (Unaudited)

    
         

Consolidated Balance Sheets

   4
         

Consolidated Statements of Income

   5
         

Consolidated Statements of Cash Flows

   6
         

Notes to Consolidated Financial Statements

   7
    

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   13
    

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   18
    

Item 4.

  

Controls and Procedures

   18

PART II. Other Information

    
    

Item 1.

  

Legal Proceedings

   19
    

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

   19
    

Item 3.

  

Defaults Upon Senior Securities

   19
    

Item 4.

  

Submission of Matters to a Vote of Security Holders

   19
    

Item 5.

  

Other Information

   19
    

Item 6.

  

Exhibits

   19

Signature

   20

 

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FORWARD-LOOKING STATEMENTS

 

Certain matters discussed in this Form 10-Q 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,” “target,” “expect,” “pro forma,” “estimate,” “intend” and 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,

 

    liquidity and capital resources,

 

    litigation,

 

    accounting matters,

 

    possible corporate restructurings, acquisitions and dispositions,

 

    compliance with debt and other restrictive covenants,

 

    interest rates,

 

    environmental matters,

 

    nuclear operations, and

 

    the overall economy of our service area.

 

What happens in each case could vary materially from what we expect because of such things as:

 

    electric utility deregulation or re-regulation,

 

    regulated and competitive markets,

 

    ongoing municipal, state and federal activities,

 

    economic and capital market conditions,

 

    changes in accounting requirements and other accounting matters,

 

    changing weather,

 

    the outcome of the pending rate review filed with the Kansas Corporation Commission on May 2, 2005,

 

    rates, cost recoveries and other regulatory matters,

 

    the impact of changes and downturns in the energy industry and the market for trading wholesale electricity,

 

    the outcome of the notice of violation received by Westar Energy, Inc. on January 22, 2004 from the Environmental Protection Agency and other environmental matters,

 

    political, legislative, judicial and regulatory developments,

 

    the impact of changes in interest rates,

 

    changes in, and the discount rate assumptions used for, Wolf Creek Nuclear Operating Corporation’s pension and other post-retirement benefit liability calculations, as well as actual and assumed investment returns on pension plan assets,

 

    the impact of changing interest rates and other assumptions on our decommissioning liability for Wolf Creek Generating Station,

 

    regulatory requirements for utility service reliability,

 

    homeland security considerations,

 

    coal, natural gas, oil and wholesale electricity prices,

 

    availability and timely provision of rail transportation for our coal supply, and

 

    other circumstances affecting anticipated operations, sales and costs.

 

        These lists are not all-inclusive because it is not possible to predict all factors. This report should be read in its entirety and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2004. No one section of this report deals with all aspects of the subject matter and additional information on some matters that could impact our operations and financial results may be included in our Annual Report on Form 10-K for the year ended December 31, 2004. 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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PART I. Financial Information

ITEM 1. CONDENSED FINANCIAL STATEMENTS

 

KANSAS GAS AND ELECTRIC COMPANY

 

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

(Unaudited)

 

    

March 31,

2005


  

December 31,

2004


ASSETS              

CURRENT ASSETS:

             

Cash and cash equivalents

   $ 2,594    $ 812

Accounts receivable, net

     50,648      92,284

Inventories and supplies

     64,874      64,397

Energy marketing contracts

     3,798      4,020

Deferred tax assets

     3,192      544

Prepaid expenses

     13,573      24,070

Other

     1,845      2,633
    

  

Total Current Assets

     140,524      188,760
    

  

PROPERTY, PLANT AND EQUIPMENT, NET

     2,343,316      2,349,673
    

  

OTHER ASSETS:

             

Regulatory assets

     353,517      321,359

Nuclear decommissioning trust

     90,312      91,095

Other

     41,922      40,303
    

  

Total Other Assets

     485,751      452,757
    

  

TOTAL ASSETS

   $ 2,969,591    $ 2,991,190
    

  

LIABILITIES AND SHAREHOLDER’S EQUITY              

CURRENT LIABILITIES:

             

Current maturities of long-term debt

   $ 165,000    $ 65,000

Accounts payable

     35,518      39,772

Payable to affiliates

     63,182      91,504

Accrued interest

     6,714      7,308

Accrued taxes

     36,285      29,420

Energy marketing contracts

     5,217      2,497

Other

     23,702      30,079
    

  

Total Current Liabilities

     335,618      265,580
    

  

LONG-TERM LIABILITIES:

             

Long-term debt, net

     387,421      487,419

Deferred income taxes

     681,878      656,838

Unamortized investment tax credits

     45,425      46,073

Deferred gain from sale-leaseback

     136,024      138,981

Asset retirement obligation

     88,852      87,118

Nuclear decommissioning

     90,312      91,095

Other

     126,643      126,280
    

  

Total Long-Term Liabilities

     1,556,555      1,633,804
    

  

COMMITMENTS AND CONTINGENCIES (See Note 6)

             

SHAREHOLDER’S EQUITY:

             

Common stock, no par value; authorized and issued 1,000 shares

     1,065,634      1,065,634

Retained earnings

     11,784      26,172
    

  

Total Shareholder’s Equity

     1,077,418      1,091,806
    

  

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

   $ 2,969,591    $ 2,991,190
    

  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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KANSAS GAS AND ELECTRIC COMPANY

 

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands)

(Unaudited)

 

    

Three Months Ended

March 31,


 
     2005

    2004

 

SALES

   $ 165,770     $ 162,091  
    


 


OPERATING EXPENSES:

                

Fuel and purchased power

     49,168       55,041  

Operating and maintenance

     60,000       54,963  

Depreciation and amortization

     22,986       22,753  

Selling, general and administrative

     20,900       17,743  
    


 


Total Operating Expenses

     153,054       150,500  
    


 


INCOME FROM OPERATIONS

     12,716       11,591  
    


 


OTHER INCOME (EXPENSE):

                

Other income

     6,189       5,990  

Other expense

     (4,807 )     (4,253 )
    


 


Total Other Income

     1,382       1,737  
    


 


Interest expense

     6,873       9,406  
    


 


INCOME BEFORE INCOME TAXES

     7,225       3,922  

Income tax expense

     1,612       977  
    


 


NET INCOME

   $ 5,613     $ 2,945  
    


 


 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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KANSAS GAS AND ELECTRIC COMPANY

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)

 

    

Three Months Ended

March 31,


 
     2005

    2004

 

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

                

Net income

   $ 5,613     $ 2,945  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     22,986       22,753  

Amortization of nuclear fuel

     3,292       3,493  

Amortization of deferred gain from sale-leaseback

     (2,957 )     (2,957 )

Amortization of prepaid corporate-owned life insurance

     4,107       3,786  

Net deferred taxes and credits

     15,648       (1,571 )

Net changes in energy marketing assets and liabilities

     3,109       1,916  

Changes in working capital items:

                

Accounts receivable, net

     41,636       16,543  

Inventories and supplies

     (477 )     9,652  

Prepaid expenses and other

     (210 )     (1,316 )

Accounts payable

     (4,377 )     (5,437 )

Payable to affiliates

     (28,322 )     (17,138 )

Other current liabilities

     6,850       10,553  

Changes in other, assets

     (23,487 )     2,065  

Changes in other, liabilities

     (2,358 )     (3,952 )
    


 


Cash flows from operating activities

     41,053       41,335  
    


 


CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:

                

Additions to property, plant and equipment

     (17,978 )     (17,104 )

Removal, dismantlement and salvage of property, plant and equipment

     (2,166 )     (1,187 )
    


 


Cash flows used in investing activities

     (20,144 )     (18,291 )
    


 


CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:

                

Borrowings against cash surrender value of corporate-owned life insurance

     873       939  

Dividends to parent company

     (20,000 )     (25,000 )
    


 


Cash flows used in financing activities

     (19,127 )     (24,061 )
    


 


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     1,782       (1,017 )

CASH AND CASH EQUIVALENTS:

                

Beginning of period

     812       6,321  
    


 


End of period

   $ 2,594     $ 5,304  
    


 


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

                

CASH PAID FOR:

                

Interest on financing activities, net of amount capitalized

   $ 6,597     $ 5,879  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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KANSAS GAS AND ELECTRIC COMPANY

 

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. DESCRIPTION OF BUSINESS

 

Kansas Gas and Electric Company is a regulated electric utility incorporated in 1990 in Kansas. Unless the context otherwise indicates, all references in this quarterly report on Form 10-Q to “the company,” “KGE,” “we,” “us,” “our” and similar words are to Kansas Gas and Electric Company. We are a wholly owned subsidiary of Westar Energy, Inc. and we provide rate-regulated electric service, together with the electric utility operations of Westar Energy, using the name Westar Energy. We provide electric generation, transmission and distribution services to approximately 303,000 customers in south-central and southeastern Kansas, including the city of Wichita.

 

We own a 47% interest in the Wolf Creek Generating Station (Wolf Creek), a nuclear power plant located near Burlington, Kansas, and a 47% interest in Wolf Creek Nuclear Operating Corporation (WCNOC), the operating company for Wolf Creek.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

We prepare our condensed consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2004 (2004 Form 10-K).

 

Use of Management’s Estimates

 

When we prepare our consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an on-going basis, including those related to bad debts, inventories, valuation of commodity contracts, depreciation, unbilled revenue, valuation of our energy marketing portfolio, intangible assets, income taxes, our portion of WCNOC’s pension and other post-retirement benefits, our asset retirement obligations including decommissioning of Wolf Creek, environmental issues, contingencies and litigation. Actual results may differ from those estimates under different assumptions or conditions. The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year.

 

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New Accounting Pronouncement

 

In March 2005, the Financial Accounting Standards Board (FASB) issued Interpretation No. (FIN) 47, “Accounting for Conditional Asset Retirement Obligations.” FIN 47 clarifies that the term “conditional asset retirement obligation” as used in Statement of Financial Accounting Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations,” refers to a legal obligation to perform an asset retirement activity in which the timing or method of settlement are conditional on a future event. An entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective for the year ended December 31, 2005. We are currently evaluating what impact FIN 47 will likely have on our consolidated results of operations.

 

Reclassifications

 

We have reclassified certain prior year amounts to conform with classifications used in the current-year presentation as necessary for a fair presentation of the financial statements.

 

3. RATE MATTERS AND REGULATION

 

Retail Rate Review

 

In accordance with a Kansas Corporation Commission (KCC) order, we filed an application with the KCC on May 2, 2005, to propose a $36.3 million increase in our retail electric rates. We anticipate that our rates will change in January 2006. Key components of the filing are as follows:

 

    Implementation of a fuel and purchased power adjustment clause

 

    Sharing of market-based wholesale margins with customers

 

    Recovering transmission costs through a separate Federal Energy Regulatory Commission (FERC) transmission delivery charge

 

    Adoption of a tariff to provide more timely recovery of investments and expenditures associated with adding and operating pollution control equipment at our power plants

 

    Recovery of approximately $35.0 million of deferred maintenance costs associated with restoring the service to our customers stemming from damage to our lines and equipment in the ice storms that occurred in 2002 and 2005

 

    Increasing depreciation expense by approximately $13.7 million

 

    A proposal that would establish customer service targets and the potential for rebates to customers based on our financial and customer service performance

 

We can provide no assurance that the KCC will approve our application as filed.

 

FERC Proceedings

 

On May 2, 2005, we filed an application with FERC to change our transmission rates. The application proposes a formula transmission rate that provides for annual adjustments to reflect changes in Westar Energy’s and our transmission costs. This is consistent with our proposal submitted to the KCC on May 2, 2005 to separately charge retail customers for transmission service. We expect the transmission rate to become effective no later than December 2005. We can provide no assurance that FERC will approve our application as filed.

 

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On March 23, 2005, FERC instituted a proceeding concerning the reasonableness of Westar Energy’s and our market-based rates in our electrical control area and the Midwest Energy, Inc. and West Plains Energy electrical control areas. On April 21, 2005, Westar Energy and we provided FERC with certain information it requested to complete its analysis. A FERC decision, expected by mid-2005, could affect how we price future wholesale power sales to wholesale customers in our control area and to Midwest Energy and West Plains Energy. We do not expect the outcome of this matter to significantly impact our consolidated results of operations.

 

Service Reliability Standards

 

On February 10, 2004, the North American Electric Reliability Council (NERC) issued reliability improvement initiatives stemming from an investigation of the August 14, 2003 blackout in portions of the northeastern United States. In February 2005, NERC approved reliability standards, which went into effect on April 1, 2005. We have not had to make any significant expenditures to be in compliance with these standards.

 

4. ACCOUNTS RECEIVABLE SALES PROGRAM

 

WR Receivables Corporation, a wholly owned subsidiary of Westar Energy, has an agreement with a financial institution whereby WR Receivables can sell an interest of up to $125.0 million in a designated pool of our qualified accounts receivable. The agreement expires in July 2005 and, subject to the mutual agreement of the parties, is renewable on an annual basis. We expect to renew the agreement on substantially similar terms.

 

The receivables sold by WR Receivables to the financial institution are not reflected in the accounts receivable balance in the accompanying consolidated balance sheets. The amounts sold to the financial institution were $95.0 million at March 31, 2005 and $80.0 million at December 31, 2004. We record this activity on the consolidated statements of cash flows in the “accounts receivable, net” line of cash flows from operating activities.

 

We service, administer and collect the receivables on behalf of the financial institution. Administrative expenses, which represent the loss on the sale, paid to the financial institution associated with the sale of these receivables were $0.7 million for the three months ended March 31, 2005 and $0.5 million for the same period of 2004. We include these expenses in other expense on our consolidated statements of income.

 

We record receivables transferred to WR Receivables at book value, net of allowance for bad debts. This approximates fair value due to the short-term nature of the receivable. We include the transferred accounts receivable in accounts receivable, net, on our consolidated balance sheets. The interests that we hold are presented in the table below.

 

    

March 31,

2005


  

December 31,

2004


     (In Thousands)

Accounts receivable retained by WR Receivables, net

   $ 47,522    $ 81,842

Accounts receivables reserved for financial institution, net

     2,837      10,023
    

  

Transferred receivables, net

   $ 50,359    $ 91,865
    

  

 

5. INCOME TAXES AND TAXES OTHER THAN INCOME TAXES

 

We recorded income tax expense of approximately $1.6 million for the three months ended March 31, 2005 as compared to $1.0 million for the same period of 2004.

 

We are a member of Westar Energy’s consolidated tax group. We file consolidated tax returns with Westar Energy. Westar Energy allocates to us our pro rata portion of consolidated income taxes based on our contribution to consolidated taxable income.

 

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As of March 31, 2005 and December 31, 2004, we had recorded reserves for uncertain tax positions of $3.0 million and $2.9 million, respectively. Tax reserves are established for tax deductions or income positions taken in prior income tax returns that we believe were treated properly on the tax returns but may be challenged if such tax returns are audited. The tax returns containing these tax reporting positions are currently under audit or will likely be audited. The timing of the resolution of these audits is uncertain. If the positions taken on the tax returns are ultimately sustained, we will reverse these tax provisions to income. If the positions taken on the tax returns are not ultimately sustained, we may be required to make cash payments for taxes and interest. The reserves are determined based on our best estimate of probable assessments by the Internal Revenue Service or other taxing authorities and are adjusted, from time to time, based on changing facts and circumstances.

 

As of March 31, 2005 and December 31, 2004, we also had a tax reserve of $1.0 million and $0.9 million, respectively, or $0.6 million and $0.5 million after-tax, for probable assessments of taxes other than income taxes.

 

6. COMMITMENTS AND CONTINGENCIES

 

Environmental Matters

 

Our activities are subject to environmental regulation by federal, state, and local governmental authorities. These regulations generally involve the use of water, discharges of effluents into the water, emissions into the air, the handling, storage and use of hazardous substances and waste handling, remediation and disposal, among others. Congress or the state of Kansas may enact legislation and the Environmental Protection Agency (EPA) or the state of Kansas may propose new regulations or change existing regulations that could require us to reduce emissions. Such action could require us to install costly equipment, increase our operating expense and reduce production from our plants.

 

Uncertain legislative and regulatory outcomes result in a wide range of potential expenditures. Currently, we have identified the potential for up to $345 million of expenditures for environmental projects over approximately ten years. In addition to the capital investment, were we to install such equipment, we anticipate that we would incur a significant annual expense to operate and maintain the equipment and the operation of the equipment would reduce net production from our plants.

 

The degree to which we will need to reduce emissions and the timing of when such emissions control equipment may be required is uncertain. Both the timing and the nature of required investments depend on specific outcomes that result from interpretation of regulations, new regulations, legislation, and the resolution of the New Source Review described below. Although we expect to recover such costs through our rates, we can provide no assurance that we would be able to fully and timely recover all or any increased costs relating to environmental compliance. If we were unable to recover these associated costs, we could have a material and adverse effect on our consolidated financial condition or results of operations.

 

EPA New Source Review

 

The EPA is conducting investigations nationwide to determine whether modifications at coal-fired power plants are subject to New Source Review requirements or New Source Performance Standards under Section 114(a) of the Clean Air Act (Section 114). These investigations focus on whether projects at coal-fired plants were routine maintenance or whether the projects were substantial modifications that could have reasonably been expected to result in a significant net increase in emissions. The Clean Air Act requires companies to obtain permits and, if necessary, install control equipment to remove emissions when making a major modification or a change in operation if either is expected to cause a significant net increase in emissions.

 

The EPA has requested information from Westar Energy under Section 114 regarding projects and maintenance activities that have been conducted since 1980 at the three coal-fired plants it operates. On January 22, 2004, the EPA notified Westar Energy that certain projects completed at Jeffrey Energy Center violated pre-construction permitting requirements of the Clean Air Act.

 

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Westar Energy is in discussions with the EPA concerning this matter in an attempt to reach a settlement. Westar Energy expects that any settlement with the EPA could require Westar Energy to update or install emissions controls at Jeffrey Energy Center over an agreed upon number of years. Additionally, Westar Energy might be required to update or install emissions controls at its other coal-fired plants, pay fines or penalties, or take other remedial action. Together, these costs could be material. The EPA informed Westar Energy that it has referred this matter to the Department of Justice (DOJ) for it to consider whether to pursue an enforcement action in federal district court. We believe that costs related to updating or installing emissions controls would qualify for recovery through rates. If Westar Energy were to reach a settlement with the EPA, Westar Energy may be assessed a penalty. The penalty could be material and may not be recovered in rates. We anticipate that a portion of any of these potential costs would be allocated to us.

 

7. ICE STORM

 

On January 4 and 5, 2005, substantially all of our service territory experienced a severe ice storm. The storm interrupted electric service in a large portion of our service territory and damaged a significant portion of our electric distribution system. On March 22, 2005, we received an accounting authority order from the KCC that allows us to accumulate and defer for recovery the maintenance costs related to system restoration, as well as accumulate and record a carrying charge on the deferred balance. As of March 31, 2005, we have recorded $22.6 million as a regulatory asset related to these costs. Recovery of these costs is to be considered as part of our rate review as discussed in Note 3, “Rate Matters and Regulation.”

 

8. LEGAL PROCEEDINGS

 

We are involved in various legal, environmental and regulatory proceedings. We believe that adequate provisions have been made and accordingly believe that the ultimate disposition of such matters will not have a material adverse effect on our consolidated financial position or results of operations.

 

9. RELATED PARTY TRANSACTIONS

 

Our cash management function, including cash receipts and disbursements, is performed by Westar Energy. An intercompany account is used to record receipts and disbursements between Westar Energy and us and between WR Receivables and us. The net amount payable to affiliates was approximately $63.2 million at March 31, 2005 and approximately $91.5 million at December 31, 2004 as reflected on our consolidated balance sheets.

 

Westar Energy provides all employees we use. Certain operating expenses have been allocated to us from Westar Energy. These expenses are allocated, depending on the nature of the expense, based on allocation studies, net investment, number of customers and/or other appropriate factors. We believe such allocation procedures are reasonable.

 

We declared and paid dividends of $20.0 million to Westar Energy for the three months ended March 31, 2005 and $25.0 million for the same period of 2004.

 

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10. DEBT

 

On May 6, 2005, Westar Energy amended and restated its revolving credit facility dated March 12, 2004 to extend the term and reduce borrowing costs. The amended and restated revolving credit facility matures on May 6, 2010. The facility allows Westar Energy to borrow up to an aggregate of $350.0 million, including letters of credit up to a maximum aggregate amount of $100.0 million. So long as there is no default or event of default under the revolving credit facility, Westar Energy may elect to increase the aggregate amount of borrowings under this facility to $500 million by increasing the commitment of one or more lenders who have agreed to such increase, or by adding one or more new lenders with the consent of the Administrative Agent and letter of credit issuing bank, which will not be unreasonably withheld. All borrowings under the revolving credit facility are secured by our first mortgage bonds.

 

11. WCNOC INTERIM PENSION AND POST-RETIREMENT BENEFIT DISCLOSURE

 

As a co-owner of WCNOC, we are indirectly responsible for 47% of the liabilities and expenses associated with the WCNOC pension and post-retirement plans. We accrue our 47% of the WCNOC cost of pension and post-retirement benefits during the years an employee provides service. The following table summarizes the net periodic costs for our 47% share of the WCNOC pension and post-retirement benefit plans.

 

     Pension Benefits

    Post-retirement Benefits

Three Months Ended March 31,


   2005

    2004

    2005

   2004

     (In Thousands)

Components of Net Periodic Cost (Benefit):

                             

Service cost

   $ 713     $ 620     $ 59    $ 62

Interest cost

     943       795       96      87

Expected return on plan assets

     (788 )     (670 )     —        —  

Amortization of:

                             

Transition obligation, net

     14       14       15      15

Prior service costs

     8       7       —        —  

Loss, net

     339       195       42      36
    


 


 

  

Net periodic cost

   $ 1,229     $ 961     $ 212    $ 200
    


 


 

  

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

INTRODUCTION

 

We are a regulated electric utility in Kansas and a wholly owned subsidiary of Westar Energy. We provide rate-regulated electric service, together with the electric utility operations of Westar Energy, using the name Westar Energy. We produce, transmit and sell electricity at retail in Kansas and at wholesale in a multi-state region in the central United States under the regulation of the KCC and FERC.

 

The following management’s discussion and analysis reflects several significant events that affected our consolidated results of operations over the course of the three months ended March 31, 2005. We experienced an ice storm in our service territory in January 2005 causing us to incur approximately $32.0 million in costs to restore our system. As of March 31, 2005, we have recorded $22.6 million as a regulatory asset related to the associated maintenance costs.

 

As you read Management’s Discussion and Analysis, please refer to our condensed consolidated financial statements and the accompanying notes, which contain our operating results.

 

CRITICAL ACCOUNTING ESTIMATES

 

Our discussion and analysis of financial conditions and results of operations are based on our condensed consolidated financial statements, which have been prepared in conformity with GAAP. Note 2 of the Notes to Consolidated Financial Statements, “Summary of Significant Accounting Policies,” contains a summary of our significant accounting policies, many of which require the use of estimates and assumptions by management. The policies highlighted in our 2004 Form 10-K have an impact on our reported results that may be material due to the levels of judgment and subjectivity necessary to account for uncertain matters or susceptibility of matters subject to change.

 

From December 31, 2004 through March 31, 2005, we have not experienced any significant changes in our critical accounting estimates. For additional information, see our 2004 Form 10-K.

 

OPERATING RESULTS

 

We evaluate operating results based on income from operations. We have various classifications of sales, defined as follows:

 

Retail: Sales of energy to residential, commercial and industrial customers.

 

Other retail: Sales of energy for lighting public streets and highways, net of revenues reserved for rebates.

 

Tariff-based wholesale: Sales of energy to electric cooperatives, municipalities and other electric utilities, the rate for which is generally based on cost as prescribed by FERC tariffs. Also includes changes in valuations of contracts that have yet to settle.

 

Market-based wholesale: Sales of energy to other wholesale customers, the rate for which is based on prevailing market rates as allowed by our FERC approved market-based tariff. Also includes changes in valuations of contracts that have yet to settle.

 

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Energy marketing: Includes (1) financially settled products and physical transactions sourced outside our control area; and (2) changes in valuations for contracts that have yet to settle that may not be recorded either in cost of fuel or tariff- or market-based wholesale revenues.

 

Transmission: Reflects transmission revenues received, including those based on a tariff with the Southwest Power Pool (SPP).

 

Other: Miscellaneous electric revenues including ancillary service revenues and rent from electric property leased to others.

 

Regulated electric utility sales are significantly impacted by, among other factors, rate regulation, customer conservation efforts, wholesale demand, the overall economy of our service area, the weather and competitive forces. Our wholesale sales are impacted by, among other factors, demand, cost of fuel and purchased power, price volatility and available generation capacity.

 

Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004: Below we discuss our operating results for the three months ended March 31, 2005 as compared to the results for the three months ended March 31, 2004. Changes in results of operations are as follows:

 

     Three Months Ended March 31,

 
     2005

    2004

   Change

    % Change

 
     (In Thousands)  

SALES:

                             

Residential

   $ 46,930     $ 47,533    $ (603 )   (1.3 )

Commercial

     38,615       37,312      1,303     3.5  

Industrial

     35,789       36,937      (1,148 )   (3.1 )

Other retail

     260       249      11     4.4  
    


 

  


     

Total Retail Sales

     121,594       122,031      (437 )   (0.4 )

Tariff-based wholesale

     4,998       4,478      520     11.6  

Market-based wholesale

     29,224       22,235      6,989     31.4  

Energy marketing

     (1,916 )     971      (2,887 )   (297.3 )

Transmission (a)

     9,277       9,337      (60 )   (0.6 )

Other

     2,593       3,039      (446 )   (14.7 )
    


 

  


     

Total Sales

     165,770       162,091      3,679     2.3  
    


 

  


     

OPERATING EXPENSES:

                             

Fuel used for generation (b)

     44,513       45,310      (797 )   (1.8 )

Purchased power

     4,655       9,731      (5,076 )   (52.2 )

Operating and maintenance

     60,000       54,963      5,037     9.2  

Depreciation and amortization

     22,986       22,753      233     1.0  

Selling, general and administrative

     20,900       17,743      3,157     17.8  
    


 

  


     

Total Operating Expenses

     153,054       150,500      2,554     1.7  
    


 

  


     

INCOME FROM OPERATIONS

   $ 12,716     $ 11,591    $ 1,125     9.7  
    


 

  


     

(a) Transmission: For the three months ended March 31, 2005, our transmission costs were approximately $8.3 million. This amount, less approximately $0.6 million that was retained by the SPP as administration cost, was returned to us as revenues. For the three months ended March 31, 2004, our transmission costs were approximately $8.3 million with an administration cost of approximately $0.5 million retained by the SPP.
(b) Fuel used for generation: Includes cost of fuel burned, changes in fair value of fuel contracts and allocated net dispatch costs, which are net changes or benefits related to energy transactions allocated to us by our parent.

 

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The following table reflects changes in electric sales volumes, as measured by thousands of megawatt hours (MWh) of electricity. No sales volumes are shown for energy marketing, transmission, or other. Energy marketing activities are unrelated to the electricity we generate.

 

       Three Months Ended March 31,

 
       2005

     2004

     Change

     % Change

 
       (Thousands of MWh)  

Residential

     640      651      (11 )    (1.7 )

Commercial

     615      600      15      2.5  

Industrial

     814      845      (31 )    (3.7 )

Other retail

     11      10      1      10.0  
      
    
    

      

Total Retail

     2,080      2,106      (26 )    (1.2 )

Tariff-based wholesale

     134      100      34      34.0  

Market-based wholesale

     702      720      (18 )    (2.5 )
      
    
    

      

Total

     2,916      2,926      (10 )    (0.3 )
      
    
    

      

 

Tariff-based wholesale sales increased due primarily to the increase in MWh of electricity sold. Westar Energy’s combined system had more energy available during the three months ended March 31, 2005 than it did during the same period of 2004 because of unplanned outages and reduced operating capability experienced at various times throughout the three months ended March 31, 2004 at Jeffrey Energy Center.

 

Market-based wholesale sales increased due to an approximate 35% increase in the average price per MWh. The decrease in energy marketing was due primarily to having a net loss position in 2005 as compared with a net gain position in 2004 in the settlement and the fair value of positions receiving mark-to-market accounting treatment.

 

We used approximately 16% less fuel that, despite higher average fuel prices, decreased our fuel expense by approximately 15%. Westar Energy operates our combined system based on what is most economical for the combined companies at any given time. When less expensive power is available from Westar Energy’s central and northeastern Kansas control area, the amount of costs for that power we are allocated is typically higher than when less expensive power is available in our control area. This was the case in 2005 due primarily to outages at LaCygne Generating Station and Wolf Creek in 2005 that caused us to rely on our other sources of power. The effect of these outages and the allocated dispatch costs was partially offset by the unplanned outages or reduced operating capability experienced at various times at Jeffrey Energy Center in 2004. Fuel used for generation decreased approximately $6.1 million, which was offset by higher allocated costs of $4.9 million and higher expense related to emissions allowances.

 

Purchased power expenses decreased due primarily to a 71% decrease in volumes purchased. As discussed in the previous paragraph, because of the unplanned outages or reduced operating capability, the available resources of Westar Energy’s combined system and because, at times, it was more economical to purchase power than to operate our available generating units during 2004, we had higher purchased power expense in the three months ended March 31, 2004.

 

Operating and maintenance expense increased due primarily to an increase in maintenance expenses at LaCygne Generating Station that was partially offset by a decline in the maintenance expense at Jeffrey Energy Center due to the outage work at that plant in 2004. The remainder of the increase was caused primarily by increased maintenance of our distribution system, primarily related to higher tree trimming expense.

 

Selling, general and administrative expenses increased for the three months ended March 31, 2005 due primarily to an increase in uncollectible accounts and increases in general administrative expenses. Partially offsetting the increase in selling, general and administrative expenses was a decline in employee-related expenses allocated to us from Westar Energy. In the three months ended March 31, 2004, Westar Energy expensed amounts related to the vesting of previously awarded restricted share units, a portion of which was allocated to us.

 

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LIQUIDITY AND CAPITAL RESOURCES

 

Most of our cash requirements consist of capital and maintenance expenditures designed to improve and maintain facilities that provide electric service and meet future customer service requirements. Our ability to provide the cash or debt to fund our capital expenditures depends on many things, including available resources, Westar Energy’s and our financial condition and current market conditions.

 

We expect our internally generated cash, advances from Westar Energy, availability of cash through Westar Energy’s credit facilities and access to capital markets to be sufficient to fund operations and debt service payments. We do not maintain independent short-term credit facilities and rely on Westar Energy for short-term cash needs. If Westar Energy is unable to borrow under its credit facilities, we could have a short-term liquidity problem that could require us to obtain a credit facility for our short-term cash needs and that could result in higher borrowing costs.

 

On May 6, 2005, Westar Energy amended and restated its revolving credit facility dated March 12, 2004 to extend the term and reduce borrowing costs. The amended and restated revolving credit facility matures on May 6, 2010. The facility allows Westar Energy to borrow up to an aggregate of $350.0 million, including letters of credit up to a maximum aggregate amount of $100.0 million. So long as there is no default or event of default under the revolving credit facility, Westar Energy may elect to increase the aggregate amount of borrowings under this facility to $500 million by increasing the commitment of one or more lenders who have agreed to such increase, or by adding one or more new lenders with the consent of the Administrative Agent and letter of credit issuing bank, which will not be unreasonably withheld. All borrowings under the revolving credit facility are secured by our first mortgage bonds.

 

A default by Westar Energy or any of its significant subsidiaries under other indebtedness totaling more than $25 million is a default under this facility. Westar Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio not greater than 0.65 to 1.0 at all times. Available liquidity under the facility is not impacted by a decline in Westar Energy’s credit ratings. Also, the facility does not contain a material adverse effect clause requiring Westar Energy to represent, prior to each borrowing, that no event resulting in a material adverse effect has occurred.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

From December 31, 2004 through March 31, 2005, there have been no material changes in our off-balance sheet arrangements. For additional information, see our 2004 Form 10-K.

 

CONTRACTUAL OBLIGATIONS

 

From December 31, 2004 through March 31, 2005, there have been no material changes outside the ordinary course of business in our contractual obligations. For additional information, see our 2004 Form 10-K.

 

OTHER INFORMATION

 

Payment of Rebates

 

On July 21, 2003, Westar Energy and we entered into a Stipulation and Agreement (Stipulation) with the KCC staff and other intervenors in the docket considering the Debt Reduction Plan. The KCC issued an order approving the Stipulation on July 25, 2003. The principal terms of the Stipulation included a requirement for Westar Energy and us to pay customer rebates of $10.5 million on May 1, 2005 and $10.0 million on January 1, 2006. We currently estimate we will be responsible for 47% of the rebate. Ultimate allocation will be determined by the KCC. We will rebate approximately $5.0 million in May 2005, which will appear as credits on customers’ billing statements in May and June 2005.

 

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Fair Value of Energy Marketing Contracts

 

The tables below show the fair value of energy marketing and fuel contracts that were outstanding at March 31, 2005, their sources and maturity periods:

 

     Fair Value of Contracts

 
     (In Thousands)  

Net fair value of contracts outstanding at the beginning of the period

   $ 1,625  

Contracts outstanding at the beginning of the period that were realized or otherwise settled during the period

     (1,305 )

Changes in fair value of contracts outstanding at the beginning and end of the period

     (2,090 )

Changes in fair value of new contracts entered into during the period

     287  
    


Fair value of contracts outstanding at the end of the period

   $ (1,483 )
    


 

The sources of the fair values of the financial instruments related to these contracts are summarized in the following table:

 

     Fair Value of Contracts at End of Period

 

Sources of Fair Value


  

Total Fair

Value


   

Maturity

Less Than

1 Year


   

Maturity

1-3 Years


 
     (In Thousands)  

Prices provided by other external sources (swaps and forwards)

   $ (2,260 )   $ (2,196 )   $ (64 )

Prices based on the Black Option Pricing model (options and other) (a)

     777       777       —    
    


 


 


Total fair value of contracts outstanding

   $ (1,483 )   $ (1,419 )   $ (64 )
    


 


 



(a)    The Black Option Pricing model is a variant of the Black-Scholes Option Pricing model.

      

 

New Accounting Pronouncement

 

In March 2005, the FASB issued FIN 47, “Accounting for Conditional Asset Retirement Obligations.” FIN 47 clarifies that the term “conditional asset retirement obligation” as used in SFAS No. 143, refers to a legal obligation to perform an asset retirement activity in which the timing or method of settlement are conditional on a future event. An entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective for the year ended December 31, 2005. We are currently evaluating what impact FIN 47 will likely have on our consolidated results of operations.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Information required by Item 3 is omitted pursuant to General Instruction H(2)(c) to Form 10-Q.

 

ITEM 4. CONTROLS AND PROCEDURES

 

We are a wholly owned subsidiary of Westar Energy and all evaluations of our controls and procedures were conducted in conjunction with those undertaken by Westar Energy. Under the supervision and with the participation of Westar Energy’s management, and including our president and our principal financial and accounting officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934. These controls and procedures are designed to ensure that material information relating to the company is communicated to our president and our principal financial and accounting officer. Based on that evaluation, our president and our principal financial and accounting officer concluded that, as of March 31, 2005, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 

There were no changes in our internal controls over financial reporting during the three months ended March 31, 2005 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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KANSAS GAS AND ELECTRIC COMPANY

 

PART II. Other Information

 

ITEM 1. LEGAL PROCEEDINGS

 

We are involved in various legal, environmental and regulatory proceedings. We believe adequate provisions have been made and accordingly believe that the ultimate disposition of such matters will not have a material adverse effect upon our consolidated financial position or results of operations.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Information required by Item 4 is omitted pursuant to General Instruction H(2)(b) to Form 10-Q.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Information required by Item 4 is omitted pursuant to General Instruction H(2)(b) to Form 10-Q.

 

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

 

4   Forty-Fourth Supplemental Indenture dated May 6, 2005 between Kansas Gas and Electric Company and BNY Midwest Trust Company, as Trustee
31(a)   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 certifying the quarterly report provided for the period ended March 31, 2005
31(b)   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 certifying the quarterly report provided for the period ended March 31, 2005
32   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 certifying the quarterly report provided for the quarter ended March 31, 2005 (furnished and not to be considered filed as part of the Form 10-Q)

 

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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, thereunto duly authorized.

 

 

           

KANSAS GAS AND ELECTRIC COMPANY

Date:  

May 10, 2005


      By:  

/s/ Mark A. Ruelle


                Mark A. Ruelle,
                Vice President and Treasurer

 

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