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):
August 16, 2005
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Florida | | 1-8180 | | 59-2052286 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer identification No.) |
702 N. Franklin Street, Tampa, Florida 33602
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (813) 228-1111
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 Securities 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)) |
Section 2 – Financial Information
Item 2.01: Completion of Acquisition or Disposition of Assets
On Aug. 16, 2005, TECO Energy, Inc.’s indirect subsidiary, TPS Dell, LLC, completed the previously announced sale of the Dell Power Station, to Associated Electric Cooperative, Inc., a Missouri electric cooperative, for $75 million. TECO Energy estimates the third quarter impact to net income to be a gain of approximately $5 to $8 million, including a $15 million after-tax gain on the sale ($23 million pretax), offset by certain contract termination costs as a result of the disposition. The final proceeds, net of retained liabilities, are expected to be approximately $65 million. The Dell Power Station is a partially constructed 599 megawatt, natural gas-fired, combined-cycle electric generating facility located in Dell, Arkansas.
Section 9 – Financial Statements and Exhibits
Item 9.01: Financial Statements and Exhibits
| (b) | Pro forma financial information |
The following unaudited pro forma consolidated balance sheet reflects the disposition of the Dell power station as if it had occurred on Jun. 30, 2005. The accompanying unaudited pro forma condensed consolidated statement of income for the six months ended Jun. 30, 2005 and the year ended Dec. 31, 2004 reflects the disposition of the Dell power station as if the sale had occurred on Jan. 1, 2004. The pro forma financial information does not purport to represent what TECO Energy, Inc.’s consolidated results would have been if the disposition had in fact occurred on these dates, nor does it purport to indicate the future consolidated financial position or future consolidated results of operations of TECO Energy. The pro forma adjustments are based on the operating results and related charges for the Dell power station recorded for the periods.
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TECO Energy, Inc.
Pro Forma Condensed Consolidated Balance Sheet
June 30, 2005
(Unaudited)
| | | | | | | | | | |
$ millions | | As
reported
| | Dell(1)
Adjustments
| | | Pro Forma
|
Current assets | | | | | | | | | | |
Cash and cash equivalents | | $ | 188.2 | | $ | 63.8 | | | $ | 252.0 |
Restricted cash | | | 57.1 | | | — | | | | 57.1 |
Receivables, less allowance for uncollectibles | | | 307.4 | | | — | | | | 307.4 |
Inventories, at average cost | | | | | | | | | | |
Fuel | | | 72.0 | | | — | | | | 72.0 |
Materials and supplies | | | 71.8 | | | — | | | | 71.8 |
Current derivative assets | | | 24.0 | | | — | | | | 24.0 |
Prepayments and other current assets | | | 42.4 | | | — | | | | 42.4 |
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Total current assets | | | 762.9 | | | 63.8 | | | | 826.7 |
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Total property, plant and equipment (net) | | | 4,548.8 | | | — | | | | 4,548.8 |
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Other assets | | | | | | | | | | |
Deferred income taxes | | | 804.9 | | | (4.4 | ) | | | 800.5 |
Other investments | | | 8.0 | | | — | | | | 8.0 |
Regulatory assets | | | 178.3 | | | — | | | | 178.3 |
Investment in unconsolidated affiliates | | | 274.1 | | | — | | | | 274.1 |
Goodwill | | | 59.4 | | | — | | | | 59.4 |
Long-term derivative assets | | | 1.7 | | | — | | | | 1.7 |
Deferred charges and other assets | | | 114.7 | | | — | | | | 114.7 |
Assets held for sale | | | 60.0 | | | (51.7 | ) | | | 8.3 |
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Total other assets | | | 1,501.1 | | | (56.1 | ) | | | 1,445.0 |
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Total assets | | $ | 6,812.8 | | $ | 7.7 | | | $ | 6,820.5 |
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TECO Energy, Inc.
Pro Forma Condensed Consolidated Balance Sheet – continued
June 30, 2005
(Unaudited)
| | | | | | | | | | | |
$ millions | | As
reported
| | | Dell(1)
Adjustments
| | Pro Forma
| |
Current liabilities | | | | | | | | | | | |
Long-term debt due within one year | | | | | | | | | | | |
Recourse | | $ | 5.5 | | | $ | — | | $ | 5.5 | |
Notes Payable | | | 70.0 | | | | — | | | 70.0 | |
Accounts Payable | | | 247.9 | | | | — | | | 247.9 | |
Customer deposits | | | 110.1 | | | | — | | | 110.1 | |
Interest accrued | | | 53.2 | | | | — | | | 53.2 | |
Taxes accrued | | | 55.5 | | | | — | | | 55.5 | |
Liabilities associated with assets held for sale | | | 2.2 | | | | — | | | 2.2 | |
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Total current liabilities | | | 544.4 | | | | — | | | 544.4 | |
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Other liabilities | | | | | | | | | | | |
Investment tax credits | | | 18.6 | | | | — | | | 18.6 | |
Regulatory liabilities | | | 576.0 | | | | — | | | 576.0 | |
Deferred credits and other liabilities | | | 352.0 | | | | — | | | 352.0 | |
Long-term debt, less amount due within one year | | | | | | | | | | | |
Recourse | | | 3,525.4 | | | | — | | | 3,525.4 | |
Junior subordinated | | | 277.7 | | | | — | | | 277.7 | |
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Total other liabilities | | | 4,749.7 | | | | — | | | 4,749.7 | |
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Capital | | | | | | | | | | | |
Common equity | | | 207.8 | | | | — | | | 207.8 | |
Additional paid in capital | | | 1,598.2 | | | | — | | | 1,598.2 | |
Retained deficit | | | (229.8 | ) | | | 7.7 | | | (222.1 | ) |
Accumulated other comprehensive income | | | (43.3 | ) | | | — | | | (43.3 | ) |
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Common equity | | | 1,532.9 | | | | 7.7 | | | 1,540.6 | |
Unearned compensation | | | (14.2 | ) | | | — | | | (14.2 | ) |
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Total capital | | | 1,518.7 | | | | 7.7 | | | 1,526.4 | |
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Total liabilities and capital | | $ | 6,812.8 | | | $ | 7.7 | | $ | 6,820.5 | |
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| (1) | Reflects the assets and liabilities of the Dell power station and the related gain less indirect expenses associated with the sale, net of tax. |
4
TECO Energy, Inc.
Pro Forma Condensed Consolidated Statement of Income
For the six months ended June 30, 2005
(Unaudited)
| | | | | | | | | | |
$ millions, except per share amounts | | As
reported
| | Dell(1)
Adjustments
| | | Pro Forma
|
Revenues | | $ | 1,403.7 | | $ | — | | | $ | 1,403.7 |
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Expense | | | | | | | | | | |
Regulated operations | | | 604.6 | | | — | | | | 604.6 |
Other operations | | | 315.6 | | | (5.4 | ) | | | 310.2 |
Maintenance | | | 76.1 | | | (0.1 | ) | | | 76.0 |
Depreciation | | | 140.0 | | | — | | | | 140.0 |
Taxes, other than income | | | 94.8 | | | (0.2 | ) | | | 94.6 |
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Total expenses | | | 1,231.1 | | | (5.7 | ) | | | 1,225.4 |
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Income from operations | | | 172.6 | | | 5.7 | | | | 178.3 |
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Other income | | | 28.8 | | | — | | | | 28.8 |
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Interest charges | | | 151.9 | | | — | | | | 151.9 |
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Income before income taxes | | | 49.5 | | | 5.7 | | | | 55.2 |
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Provision for income tax | | | 31.8 | | | 2.1 | | | | 33.9 |
Minority interest | | | 46.2 | | | — | | | | 46.2 |
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Net income from continuing operations | | $ | 63.9 | | $ | 3.6 | | | $ | 67.5 |
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Average common shares outstanding | | | | | | | | | | |
Basic | | | 205.5 | | | | | | | 205.5 |
Diluted | | | 207.4 | | | | | | | 207.4 |
Earnings per share from continuing operations | | | | | | | | | | |
Basic | | $ | 0.31 | | | | | | $ | 0.33 |
Diluted | | $ | 0.29 | | | | | | $ | 0.31 |
| (1) | Reflects the reversal of the results of operations for the Dell power station and the related tax impacts. |
5
TECO Energy, Inc.
Pro Forma Condensed Consolidated Statement of Income
For the year ended Dec. 31, 2004
(Unaudited)
| | | | | | | | | | | | |
$ millions, except per share amounts | | As
reported
| | | Dell(1)
Adjustments
| | | Pro Forma
| |
Revenues | | $ | 2,639.4 | | | $ | — | | | $ | 2,639.4 | |
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Expense | | | | | | | | | | | | |
Regulated operations | | | 1,193.4 | | | | — | | | | 1,193.4 | |
Other operations | | | 590.5 | | | | (0.8 | ) | | | 589.7 | |
Maintenance | | | 137.4 | | | | (0.3 | ) | | | 137.1 | |
Depreciation | | | 275.9 | | | | — | | | | 275.9 | |
Asset impairment | | | 632.2 | | | | (282.3 | ) | | | 349.9 | |
Goodwill and intangible asset impairment | | | 4.8 | | | | — | | | | 4.8 | |
Restructuring charges | | | 1.2 | | | | — | | | | 1.2 | |
Taxes, other than income | | | 184.3 | | | | (0.5 | ) | | | 183.8 | |
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Total expenses | | | 3,019.7 | | | | (283.9 | ) | | | 2,735.8 | |
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Loss from operations | | | (380.3 | ) | | | 283.9 | | | | (96.4 | ) |
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Other income | | | 23.1 | | | | — | | | | 23.1 | |
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Interest charges | | | 322.9 | | | | — | | | | 322.9 | |
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Loss before income taxes | | | (680.1 | ) | | | 283.9 | | | | (396.2 | ) |
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Benefit for income tax | | | (245.1 | ) | | | 101.9 | | | | (143.2 | ) |
Minority interest | | | 79.5 | | | | — | | | | 79.5 | |
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Net loss from continuing operations | | $ | (355.5 | ) | | $ | 182.0 | | | $ | (173.5 | ) |
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Average common shares outstanding | | | | | | | | | | | | |
Basic | | | 192.6 | | | | | | | | 192.6 | |
Diluted | | | 192.6 | | | | | | | | 192.6 | |
Earnings per share from continuing operations | | | | | | | | | | | | |
Basic | | $ | (1.85 | ) | | | | | | $ | (0.90 | ) |
Diluted | | $ | (1.85 | ) | | | | | | $ | (0.90 | ) |
| (1) | Reflects the reversal of the results of operations for the Dell power station and the related tax impacts. |
6
| | |
| 99.1 | | Press release dated Aug. 16, 2005, announcing the completion of the sale of the Dell Power Station. |
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
Date: Aug. 18, 2005 | | TECO ENERGY, INC. |
| | | (Registrant) |
| |
| | | /s/ G. L. GILLETTE
|
| | | G. L. GILLETTE |
| | | Executive Vice President |
| | | and Chief Financial Officer (Principal Financial Officer) |
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Exhibit Index
| | |
Exhibit No.
| | Description of Exhibits
|
| 99.1 | | Press release dated Aug. 16, 2005, announcing the completion of the sale of the Dell Power Station. |
9
