SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 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 No. 0-692 NORTHWESTERN PUBLIC SERVICE COMPANY A Delaware Corporation IRS Employer Identification No. 46-0172280 33 Third Street SE Huron, South Dakota 57350-1318 Telephone - 605-352-8411 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. [ X ] Yes [ ] No Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: Common Stock, Par Value $3.50 7,677,232 shares outstanding at May 5, 1995 INDEX Page Part I. Financial Information Consolidated Balance Sheet - March 31, 1995 and December 31, 1994 1 Consolidated Statement of Income - Three months ended March 31, 1995 and 1994 2 Consolidated Statement of Cash Flows Three months ended March 31, 1995 and 1994 3 Notes to Consolidated Financial Statements 4 Management's Discussion of Financial Condition and Results of Operations 5 Part II. Other Information 8 Signatures 9 NORTHWESTERN PUBLIC SERVICE COMPANY CONSOLIDATED BALANCE SHEET March 31 December 31, 1995 1994 ASSETS (unaudited) -------------- -------------- PROPERTY: Electric $ 323,769,010 $ 321,153,724 Gas 68,905,372 67,213,487 Manufacturing 1,719,527 1,558,484 -------------- -------------- 394,393,909 389,925,695 Less-Accumulated depreciation 141,588,220 139,381,075 -------------- -------------- 252,805,689 250,544,620 -------------- -------------- CURRENT ASSETS: Cash and cash equivalents 3,338,174 2,552,612 Accounts receivable, net 13,889,822 12,255,483 Fuel, at average cost 3,507,435 4,886,572 Inventories, materials and supplies 4,777,051 4,686,771 Manufacturing inventories 5,047,417 5,064,859 Deferred gas costs 2,514,811 3,029,688 Other 3,249,849 3,694,912 -------------- -------------- 36,324,559 36,170,897 -------------- -------------- OTHER ASSETS: Investments 48,543,904 46,237,912 Deferred charges and other 25,757,645 26,112,211 -------------- -------------- 74,301,549 72,350,123 -------------- -------------- $ 363,431,797 $ 359,065,640 ============== ============== CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common stock equity- Common stock $ 26,870,312 $ 26,870,312 Additional paid-in capital 29,922,847 29,922,847 Retained earnings 59,183,147 55,373,112 Unrealized gain on investments, net 3,180,913 2,538,669 -------------- -------------- 119,157,219 114,704,940 Cumulative preferred stock- Nonredeemable 2,600,000 2,600,000 Redeemable 40,000 40,000 Long-term debt 129,317,500 127,052,500 -------------- -------------- 251,114,719 244,397,440 -------------- -------------- CURRENT LIABILITIES: Commercial paper 6,000,000 9,800,000 Long-term debt due within one year 570,000 570,000 Accounts payable 10,112,085 13,139,557 Accrued taxes 11,485,628 6,740,035 Accrued interest 1,666,323 2,915,084 Other 6,435,179 6,039,430 -------------- -------------- 36,269,215 39,204,106 -------------- -------------- DEFERRED CREDITS: Accumulated deferred income taxes 37,741,793 37,328,539 Unamortized investment tax credits 10,443,530 10,584,830 Other 27,862,540 27,550,725 -------------- -------------- 76,047,863 75,464,094 -------------- -------------- $ 363,431,797 $ 359,065,640 ============== ============== The accompanying notes to consolidated financial statements are an integral part of these balance sheets. NORTHWESTERN PUBLIC SERVICE COMPANY CONSOLIDATED STATEMENT OF INCOME (unaudited) Three Months Ended March 31 1995 1994 ------------- ------------- OPERATING REVENUES: Electric $ 18,583,549 $ 19,264,108 Gas 26,464,219 30,310,820 Manufacturing 5,706,647 5,888,771 ------------- ------------- 50,754,415 55,463,699 ------------- ------------- OPERATING EXPENSES: Fuel for electric generation 3,743,425 3,898,895 Purchased power 55,915 345,667 Purchased gas sold 17,222,018 20,085,469 Other operating expenses 5,502,060 5,748,218 Manufacturing costs 5,163,010 5,285,229 Maintenance 1,302,560 1,405,291 Depreciation 3,209,529 2,991,328 Property and other taxes 1,673,642 1,599,997 ------------- ------------- 37,872,159 41,360,094 ------------- ------------- OPERATING INCOME: Electric 6,675,533 6,792,647 Gas 5,744,698 6,707,416 Manufacturing 462,025 603,542 ------------- ------------- 12,882,256 14,103,605 INVESTMENT INCOME AND OTHER 564,912 645,191 INTEREST EXPENSE, net (2,590,280) (2,389,808) ------------- ------------- INCOME BEFORE INCOME TAXES 10,856,888 12,358,988 INCOME TAXES (3,754,254) (4,341,998) ------------- ------------- NET INCOME 7,102,634 8,016,990 DIVIDENDS ON CUMULATIVE PREFERRED STOCK (29,775) (30,168) ------------- ------------- EARNINGS ON COMMON STOCK $ 7,072,859 $ 7,986,822 ============= ============= EARNINGS PER AVERAGE COMMON SHARE based on 7,677,232 shares $ 0.92 $ 1.04 ============= ============= DIVIDENDS PER SHARE OF COMMON STOCK $ 0.425 $ 0.415 ============= ============= The accompanying notes to consolidated financial statements are an integral part of these statements. NORTHWESTERN PUBLIC SERVICE COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) Three Months Ended March 31 1995 1994 ------------- ------------- OPERATING ACTIVITIES: Net income $ 7,102,634 $ 8,016,990 Items not requiring cash: Depreciation 3,209,529 2,991,328 Deferred income taxes 67,430 74,562 Investment tax credit (141,300) (142,200) Changes in current assets and liabilities: Accounts receivable (1,634,339) (2,697,439) Inventories 1,306,299 613,285 Other current assets 959,940 1,565,578 Accounts payable (3,027,472) (27,315) Accrued taxes 4,745,593 4,868,224 Accrued interest (1,248,761) (1,291,497) Other current liabilities 395,749 98,923 Other, net 1,160,896 (968,381) ------------- ------------- Cash flows from operating activities 12,896,198 13,102,058 ------------- ------------- INVESTMENT ACTIVITIES: Property additions (4,977,045) (3,180,784) Purchase of noncurrent investments, net (2,305,992) (2,300,696) ------------- ------------- Cash flows for investment activities (7,283,037) (5,481,480) ------------- ------------- FINANCING ACTIVITIES: Common and preferred stock dividends paid (3,292,599) (3,216,219) Issuance of long-term debt 2,265,000 400,000 Commercial paper repayments (3,800,000) - ------------- ------------- Cash flows for financing activities (4,827,599) (2,816,219) ------------- ------------- INCREASE IN CASH AND CASH EQUIVALENTS 785,562 4,804,359 Cash and Cash Equivalents, beginning of period 2,552,612 3,099,093 ------------- ------------- CASH AND CASH EQUIVALENTS, end of period $ 3,338,174 $ 7,903,452 ============= ============= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the period for: Income taxes $ 300 $ 316,000 Interest 3,394,827 3,472,989 The accompanying notes to consolidated financial statements are an integral part of these statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Reference is made to Notes to Financial Statements included in the Company's Annual Report) (1) Management's Statement - The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the Company, all adjustments necessary for a fair presentation of the results of operations for the interim periods have been included. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report to stockholders. (2) Subsidiaries and Principles of Consolidation - The consolidated financial statements include the accounts of all wholly owned subsidiaries. All significant intercompany transactions have been eliminated. (3) Allowance for Funds Used During Construction - The allowance for funds used during construction includes the costs of equity and borrowed funds used to finance construction which are capitalized in accordance with rules prescribed by the FERC. For the quarters ended March 31, 1995 and 1994, allowance for equity funds was $20,256 and $2,378. Allowance for borrowed funds for 1995 and 1994 was $54,767 and $5,550. (4) Reclassifications - Certain 1994 amounts have been reclassified to conform to the 1995 presentation. Such reclassifications had no impact on net income and common stock equity as previously reported. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION: Liquidity and Capital Resources - The Company has a high degree of long-term liquidity through the generation of operating cash flows, the availability of substantial cash reserves, and a sound capital structure. In addition, the Company has adequate capacity for additional financing and has maintained its liquidity position through favorable bond and commercial paper ratings. The Company has generated significant operating cash flows while continuing to maintain substantial cash reserves in the form of marketable securities. Cash flows from operating activities during the three months ended March 31, 1995 and 1994 were $12.9 million and $13.1 million. Cash equivalents and investment securities totaled $41.4 million and $45.6 million at March 31, 1995 and 1994. Working capital and other financial resources are also provided by lines of credit, which are generally used to support commercial paper borrowings, a primary source of short-term financing. At March 31, 1995, unused short-term lines of credit totaled $12 million. Capital Requirements - The Company's primary capital requirements include the funding of its utility construction and expansion programs, the funding of debt and preferred stock retirements and sinking fund requirements, and the funding of its corporate development and investment activities. The emphasis of the Company's construction activities is to undertake those projects that most efficiently serve the expanding needs of its customer base, enhance energy delivery capabilities, expand its current customer base, and provide for the reliability of energy supply. Expenditures for construction activities during the three months ended March 31, 1995 and 1994 were $5.0 million and $3.2 million. Construction expenditures for 1995 are estimated to be $19.3 million with a large portion of expenditures to be spent on enhancements of the electric and gas distribution systems and completion of the operations center. Construction expenditures for the years 1995 through 1999 are estimated to be $69 million. Capital requirements for the mandatory retirement of long-term debt and mandatory preferred stock sinking fund redemptions totaled $600,000 during the year ended March 31, 1995, and it is expected that such mandatory retirements will be $1,080,000 in 1996, $570,000 in 1997, $20.6 million in 1998, and $13.5 million in 1999. The Company anticipates that future capital requirements will be met by both internally generated cash flows and available external financing. RESULTS OF OPERATIONS: Earnings Comparisons - Earnings per share for the quarter ended March 31, 1995 were $.92 compared to $1.04 for the quarter ended March 31, 1994. The decrease in earnings was primarily due to less favorable weather patterns which decreased electric and gas revenues, higher interest expense, and a smaller contribution from nonregulated operations. As measured by degree days, weather in South Dakota was 14% warmer in the first quarter of 1995 compared to the same period in 1994. Operating Revenues - The following tables summarize the factors affecting the variations in electric and gas revenues between years: Variation from Prior Year Three Months Ended March 31 ------- ------- 1995 1994 ------- ------- Electric Revenue: Variation in kwh sales $ (531) $1,002 Changes in rates, fuel cost recovery, and other (150) (5) ------- ------ $ (681) $ 997 ======= ====== Gas Revenue: Variation in mmbtu sales $(3,221) $ 401 Changes in rates, gas cost recovery, and other (626) 903 ------- ------ $(3,847) $1,304 ======= ====== Operating Expenses - The unfavorable weather impact on revenues in 1995 resulted in comparable decreases in electric fuel-related costs and purchased gas costs. Other operating expenses decreased as a result of less gas production costs due to the mild winter and less need to supplement purchased gas costs with internal peaking sources. Maintenance expense decreased due to less maintenance at the Company's jointly owned steam generating plants and less electric distribution expense. Depreciation increases can be attributed to an increase in utility plant, while interest expense increased due to higher levels of commercial paper outstanding. NONREGULATED OPERATIONS: In addition to the Company's investment portfolio of preferred stock investments, the Company holds interest in two nonregulated businesses. At March 31, 1995, Northwestern Networks, Inc. (NNI), one of the Company's wholly owned subsidiaries, held 1.1 million shares of LodgeNet Entertainment Corporation (LEC) common stock (which trades on the NASDAQ national market). Northwestern Systems, Inc. (NSI), one of the Company's wholly owned subsidiaries, owns Lucht, Inc., a firm that develops, manufactures, and markets multi-image photographic printers and other related equipment. Manufacturing revenues decreased $182,000 for the quarter ended March 31, 1995 as compared to the quarter ended March 31, 1994. Manufacturing operating income decreased $142,000 representing primarily lower sales. PART II ITEM 1. LEGAL PROCEEDINGS The Company is not currently involved in any pending major litigation. ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The election of three Directors to Class I of the Board of Directors was submitted to stockholders in the Company's proxy statement. At the annual meeting of stockholders held on May 3, 1995, the three nominees were elected, receiving the following votes: Herman Lerdal, 6,353,374; Raymond M. Schutz, 6,381,291; and Bruce I. Smith, 6,384,277. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule UT (b) Reports on Form 8-K None 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 thereunto duly authorized. NORTHWESTERN PUBLIC SERVICE COMPANY ----------------------------------- (Registrant) Date: May 5, 1995 /s/ R. A. Thaden ------------------------------------ Treasurer Date: May 5, 1995 /s/ A. D. Dietrich ----------------------------------- Vice President-Corporate Services and Corporate Secretary