UNITED STATES 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 period ended May 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 number 1-3789 SOUTHWESTERN PUBLIC SERVICE COMPANY (Exact name of registrant as specified in its charter) New Mexico 75-0575400 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Tyler at Sixth, Amarillo, Texas 79101 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code (806) 378-2121 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 __ As of July 11, 1995, 40,917,908 shares of the Company's common stock were outstanding. SOUTHWESTERN PUBLIC SERVICE COMPANY FORM 10-Q For the Quarter Ended May 31, 1995 TABLE OF CONTENTS PART I. Financial Information Condensed Consolidated Balance Sheets at May 31, 1995 and August 31, 1994 Condensed Consolidated Statements of Earnings for the three, nine and twelve months ended May 31, 1995 and May 31, 1994 Condensed Consolidated Statements of Cash Flows for the nine and twelve months ended May 31, 1995 and May 31, 1994 Notes to Condensed Consolidated Financial Statements Independent Accountants' Report Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. Other Information Signatures Exhibit 12. Statement of Computation of Ratio of Earnings PART I. FINANCIAL INFORMATION SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Balance Sheets Assets May 31, August 31, 1995 1994 (Unaudited) (In Thousands) Utility plant: Utility plant in service $2,282,442 $2,280,126 Accumulated depreciation (832,399) (794,102) Net plant in service 1,450,043 1,486,024 Construction work in progress 83,044 22,590 Net utility plant 1,533,087 1,508,614 Nonutility property and investments 53,421 41,868 Current assets: Cash and temporary investments 27,671 20,782 Accounts receivable, net 56,577 69,357 Accrual for unbilled revenues 8,063 21,318 Materials and supplies, at average cost 19,904 18,238 Prepayments and other current assets 12,490 8,555 Total current assets 124,705 138,250 Deferred debits 128,459 132,503 Total assets $1,839,672 $1,821,235 Continued . . . SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Balance Sheets Capitalization and Liabilities May 31, August 31, 1995 1994 (Unaudited) (In Thousands) Capitalization: Common stock, $1 par value, authorized - 100,000,000 shares; issued and outstanding - 40,917,908 shares $ 40,918 $ 40,918 Premium on capital stock 306,376 306,376 Retained earnings 343,980 348,878 Total common shareholders' equity 691,274 696,172 Preferred stock - redemption not required 72,680 72,680 Long-term debt 576,201 506,487 Total capitalization 1,340,155 1,275,339 Current liabilities: Short-term debt - 14,994 Current maturities of long-term debt 325 16,741 Accounts payable 8,970 12,301 Liability for refunds to customers 2,107 3,804 Interest accrued 15,749 8,799 Fuel and purchased power expense accrued 32,506 40,884 Taxes accrued 20,188 30,359 Dividends payable on common stock 22,505 22,505 Other current liabilities 33,475 35,092 Total current liabilities 135,825 185,479 Deferred credits: Deferred income taxes 346,449 339,456 Unamortized investment tax credits 6,116 6,303 Other 11,127 14,658 Total deferred credits 363,692 360,417 Total capitalization and liabilities $1,839,672 $1,821,235 See accompanying notes to condensed consolidated financial statements. SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Statements of Earnings (Unaudited) Three Months Ended Nine Months Ended Twelve Months Ended 5-31-95 5-31-94 5-31-95 5-31-94 5-31-95 5-31-94 (In Thousands, Except Per Share Amounts) Operating revenues $205,187 $196,173 $574,251 $588,636 $829,063 $833,108 Operating expenses: Operation: Fuel 95,054 95,723 262,702 285,162 380,74 399,644 Purchased power 1,069 997 3,399 3,432 4,572 4,627 Other 25,717 26,778 77,129 77,433 106,990 106,795 Maintenance 7,261 7,908 23,207 21,513 29,970 28,043 Depreciation and amortization 15,292 14,448 45,871 45,681 60,741 60,927 Taxes other than property and income taxes 4,389 4,536 14,055 14,310 19,216 19,386 Property taxes 6,074 5,765 17,935 16,703 23,700 22,799 Income taxes (note 2) 14,294 10,964 36,043 35,122 58,779 55,813 Total operating expenses 169,150 167,119 480,341 499,356 684,714 698,034 Operating income 36,037 29,054 93,910 89,280 144,349 135,074 Other income, net: Income taxes (note 2) (857) (575) (2,074) (1,828) (778) (2,213) Other, net 2,202 1,513 5,709 5,933 3,179 7,739 Total other income, net 1,345 938 3,635 4,105 2,401 5,526 Earnings before interest charges 37,382 29,992 97,545 93,385 146,750 140,600 Interest charges 10,953 10,213 31,270 30,189 41,504 40,367 Net earnings 26,429 19,779 66,275 63,196 105,246 100,233 Dividends and premiums on cumu- lative preferred stock 1,219 1,219 3,658 3,658 4,878 5,261 Earnings applicable to common stock $ 25,210 $ 18,560 $ 62,617 $ 59,538 $100,368 $ 94,972 Earnings per common share* $ 0.62 $ 0.45 $ 1.53 $ 1.46 $ 2.45 $ 2.32 Weighted average shares outstanding 40,918 40,918 40,918 40,918 40,918 40,918 Dividends declared per common share $ 0.55 $ 0.55 $ 1.65 $ 1.65 $ 2.20 $ 2.20 ( ) Denotes deduction. *Based on weighted average shares outstanding. See accompanying notes to condensed consolidated financial statements. SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended Twelve Months Ended 5-31-95 5-31-94 5-31-95 5-31-94 (In Thousands) Operating Activities: Cash received from customers $ 597,886 $ 617,666 $ 831,822 $ 835,958 Cash paid to suppliers and employees (384,192) (397,076) (523,734) (530,830) Interest paid (24,420) (24,022) (39,967) (39,081) Income taxes paid (36,663) (36,098) (47,691) (48,986) Taxes other than income taxes paid (35,294) (35,291) (41,391) (44,417) Other operating cash receipts and payments, net 4,495 3,439 13,808 9,188 Net cash provided by operating activities 121,812 128,618 192,847 181,832 Investing Activities: Construction expenditures (70,501) (74,164) (88,125) (90,187) Nonutility property and investments (11,553) (9,411) (14,906) (11,369) Net cash used in investing activities (82,054) (83,575) (103,031) (101,556) Financing Activities: Issuance of long-term debt 70,000 - 70,000 - Retirement of long-term debt (16,702) (25,200) (17,046) (25,459) Change in short-term debt (14,994) 49,000 (49,000) 49,000 Dividends paid (common and preferred) (71,173) (71,173) (94,898) (95,280) Net cash used in financing activities (32,869) (47,373) (90,944) (71,739) Net Increase (Decrease) in Cash and Temporary Investments 6,889 (2,330) (1,128) 8,537 Cash and Temporary Investments at Beginning of Period 20,782 31,129 28,799 20,262 Cash and Temporary Investments at End of Period $ 27,671 $ 28,799 $ 27,671 $ 28,799 Reconciliation of Net Earnings to Net Cash Provided by Operating Activities: Net earnings $ 66,275 $ 63,196 $ 105,246 $ 100,233 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 45,871 45,681 60,741 60,927 Deferred income taxes 8,586 8,507 11,644 10,158 Investment tax credits (188) (188) (250) (250) Allowance for equity funds used during construction (219) (571) (207) (1,067) Total 120,325 116,625 177,174 170,001 Cash flows impacted by changes in: Accounts receivable 12,780 17,576 (716) 950 Accrual for unbilled revenues 13,255 11,965 3,594 5,163 Materials and supplies (1,666) (933) (2,228) (1,336) Accounts payable (3,331) (1,480) (779) 60 Fuel and purchased power expense accrued (8,378) (9,633) 949 1,585 Taxes accrued (10,171) (11,664) 6,105 176 Liability for refunds to customers (1,697) 232 839 (2,226) Other, net 695 5,930 7,909 7,459 Net cash provided by operating activities $ 121,812 $ 128,618 $ 192,847 $ 181,832 See accompanying notes to condensed consolidated financial statements. SOUTHWESTERN PUBLIC SERVICE COMPANY Notes to Condensed Consolidated Financial Statements (Unaudited) (1) Interim periods. The results of operations for the interim periods are not necessarily an indication of the expected results for the fiscal year due to the seasonal nature of Southwestern Public Service Company's (the Company) business. The unaudited condensed consolidated financial statements included herein were prepared from the books of the Company in accordance with generally accepted accounting principles and reflect all adjustments (none of which are other than normal recurring adjustments) which are, in the opinion of management, necessary to provide a fair statement of the results of operations and financial position for the interim periods. Such financial statements generally conform to the presentation reflected in the Company's Annual Report to Shareholders. The current interim periods reported herein are included in the fiscal year subject to independent audit at the end of the year. (2) Income taxes. The components of income tax expense (benefit) are as follows: Three Months Ended Nine Months Ended Twelve Months Ended 5-31-95 5-31-94 5-31-95 5-31-94 5-31-95 5-31-94 (In Thousands) Taxes on operating income: Federal-current $10,675 $ 5,440 $26,165 $25,008 $45,035 $43,356 Federal-deferred 3,266 5,213 8,963 9,156 12,195 10,854 Investment tax credits (63) (62) (188) (188) (250) (250) State-current 416 373 1,103 1,146 1,799 1,853 14,294 10,964 36,043 35,122 58,779 55,813 Taxes on other income: Federal-current 1,097 558 2,430 2,476 1,309 2,910 Federal-deferred (249) 17 (377) (648) (552) (697) State-current 9 - 21 - 21 - 857 575 2,074 1,828 778 2,213 Total income taxes $15,151 $11,539 $38,117 $36,950 $59,557 $58,026 (3) Long-term debt. The Company issued $70 million of First Mortgage Bonds (Bonds) on February 22, 1995. The proceeds from the Bonds were applied primarily to the retirement of short-term debt. (4) Rate and regulatory matters. On December 19, 1989, the FERC issued its order regarding the 1985 rate case (see Note 10 in Form 10-K for fiscal years 1985 and 1989), and on October 18, 1990, denied rehearing of that order. The Company appealed certain portions of the order that related to recognition in rates of the reduction of the federal income tax rate from 46% to 34%. The United States Court of Appeals for the District of Columbia Circuit remanded the case, directing the FERC to reconsider the Company's claim of an offsetting cost and limiting the FERC's actions. The FERC issued its Order on Remand in July, 1992, required filings were made and a hearing was completed in February 1994. In October 1994, the administrative law judge issued a favorable initial decision that, if approved by the FERC, would result in a substantial recovery by the Company. Negotiated settlements with the Company's partial requirements customers and Texas-New Mexico Power Company were approved by the FERC in July 1993 and September 1993, respectively, and totaled $2.8 million. In May 1995, a settlement with the Company's New Mexico cooperative customers amounting to $6.9 million, including interest, was filed with the FERC and an order accepting this settlement is expected in August 1995. Resolutions with the remaining wholesale customers, Golden Spread member cooperatives and Lyntegar Electric Cooperative have not been reached. Until a final order is issued by the FERC, the Company is unable to accurately estimate the remaining amount recoverable from these proceedings. A Public Utility Commission of Texas (PUCT) substantive rule requires periodic examination of the Company's fuel and purchased power costs, the efficiency of the use of such fuel and purchased power, fuel acquisition and management policies and purchase power commitments (see Item 1. Business - Fuel Supply and Purchased Power in the Company's 1994 Form 10-K). On May 1, 1995, the Company filed with the PUCT, a petition for a fuel reconciliation for the months of January 1992 through December 1994. The Commission has scheduled hearings to begin September 6, 1995. (5) General. See note (1) of Notes to Consolidated Financial Statements in the Company's 1994 Annual Report on Form 10-K for a summary of the Company's significant accounting policies. Independent Accountants' Report Southwestern Public Service Company: We have reviewed the accompanying condensed consolidated balance sheet of Southwestern Public Service Company and subsidiaries as of May 31, 1995, and the related condensed consolidated statements of earnings for the three- month, nine-month and twelve-month periods ended May 31, 1995 and 1994, and cash flows for the nine-month and twelve-month periods ended May 31, 1995 and 1994. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet and statement of capitalization of Southwestern Public Service Company and subsidiaries as of August 31, 1994, and the related consolidated statements of income, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated October 7, 1994, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of August 31, 1994, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Deloitte & Touche LLP July 11, 1995 Dallas, Texas MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Operating Revenues and Kilowatt-Hour Sales Substantially all of the Company's operating revenues result from the sale of electric energy. The principal factors determining revenues are the amount and price per unit of energy sold. The following table describes the principal components of changes in revenues. Increase (Decrease) From Corresponding Prior Period Three Months Nine Months Twelve Months Ended Ended Ended 5-31-95 5-31-95 5-31-95 (Dollars In Thousands) Estimated effect on revenues of variations in: Kilowatt-hour (kwh) sales * $ 10,744 $ 13,287 $ 33,906 Rates 2,387 1,470 (3,154) Fuel and purchased power cost recovery (2,615) (16,469) (19,511) Subtotal 10,516 (1,712) 11,241 Non-firm kwh sales (1,502) (12,673) (15,286) Total revenue increase (decrease) $ 9,014 $(14,385) $ (4,045) Increase in kwh sales* (in millions) 315 409 872 Decrease in non-firm kwh sales (in millions) (26) (449) (521) *Comprised of retail and wholesale excluding economy and interruptible (non-firm) wholesale kwh sales. Variations in Kwh Sales. The revenue increases in all periods are attributable primarily to increased wholesale sales to rural electric cooperatives (RECs). These increases are principally due to sales to Cap Rock Electric Cooperative that began in February 1994 and increased to 100% of Cap Rock's requirements on February 15, 1995. Increased irrigation resulting from dry weather also contributed to greater REC sales. Sales in the twelve-month period were also favorably impacted by record-breaking hot weather in June and July 1994. Improved economic conditions also caused increases in retail kwh sales in all periods. Variations in Rates. Revenues increased in the three- and nine-month periods due primarily to contractually set demand charges for certain wholesale customers. Although firm wholesale kwh sales declined, the average revenue per kwh sold increased due to such contractual demand charges. The decline in the twelve-month period is due primarily to the effects of the retail rate reductions in Texas and New Mexico. In Texas reduced rates totaling approximately $13 million annually were implemented October 15, 1993. In New Mexico an approximate $4 million annual reduction became effective April 1, 1994. Variations in Fuel and Purchased Power Cost Recovery. Revenue decreases are due to lower natural gas prices in all periods. Marginally lower coal costs also contributed to the decline in the twelve-month period. Variations in Non-Firm Kwh Sales. The amount of revenues arising from non- firm sales is dependent, in large part, upon the availability of hydroelectric power from the Northwest and competing generation from major plants in the West. Lower non-firm sales in all periods were due primarily to available power from these major western plants and excess hydroelectric power in the Northwest. Mild weather throughout the region also contributed to the decline in the three- and nine-month periods. Operating Expenses and Non-Operating Items Fuel and purchased power expense comprised 56.8%, 55.4% and 56.3% of total operating expenses for the three, nine and twelve months ended May 31, 1995, respectively. When compared to the corresponding periods last year, these expenses decreased $0.6 million or 0.6%, $22.5 million or 7.8% and $19.0 million or 4.7%, respectively. Fuel expense (excluding purchased power expense), per net kwh generated, decreased from 1.90 to 1.81 cents, from 1.89 to 1.76 cents, and from 1.89 to 1.77 cents for the respective three-, nine- and twelve-month periods because of lower spot-market prices for natural gas in all periods and lower coal costs in the twelve-month period. Total operating expenses, excluding fuel and purchased power, increased $2.6 million or 3.7%, $3.5 million or 1.7%, and $5.6 million or 1.9%, for the respective three-, nine- and twelve-month periods. The increases for the nine- and twelve-month periods resulted primarily from scheduled power plant maintenance. The rise in the three-month period is due primarily to increased income taxes as a result of higher income. Property taxes were greater in all periods due to continuing escalation of ad valorem taxes in the state of Texas related to school funding. Increased utility plant also contributed to the rise in property taxes. Management does not expect significant increases in the future related to such Texas school funding. An increase in "other income" for the three-month period is due to increased subsidiary income and allowance for funds used during construction (AFUDC). A decline in "other income" in the twelve-month period is due to previously reported nonrecurring expenses. Earnings Current operating income and earnings applicable to common stock increased for all periods due principally to the increased kwh sales to RECs. Assuming normal weather conditions, earnings for the 1995 fiscal year are expected to improve. Additionally, settlement of the 1985 FERC rate case with the New Mexico wholesale cooperative customers (see note 4) is expected to add approximately $4.5 million, including interest, (after tax) or 11 cents per share to earnings in the fourth quarter. LIQUIDITY AND CAPITAL RESOURCES The Company's demand for capital is primarily related to the construction of utility plant and equipment. Cash construction expenditures excluding AFUDC for the three, nine and twelve months ended May 31, 1995, were $25.9 million, $70.5 million and $88.1 million, respectively. The Company cannot accurately forecast the portion of capital expenditures to be provided from internally generated funds, but expects that it will be approximately 70% in fiscal 1995. The Company issued $70 million of 8.5% First Mortgage Bonds (Bonds) on February 22, 1995. The proceeds from such Bonds were applied to the retirement of short-term debt. The Company has effective a shelf registration under which remains an aggregate of $130 million of Bonds and Cumulative Preferred Stock that may be issued (a maximum of $40 million Preferred Stock is issuable thereunder). PART II. OTHER INFORMATION Item 5. Other Information. The Company's ratio of earnings to fixed charges for the twelve months ended May 31, 1995, was 4.70. The ratio of earnings to fixed charges and preferred dividend requirements combined was 4.01 for such period. The Company has agreed in principle to purchase TUCO, Inc., (TUCO) a wholly owned subsidiary of Cabot Corporation, for $75 million. TUCO owns the coal inventory maintained at the Company's Harrington and Tolk generating stations. It also administers contracts with coal mines, railroads and the coal-handling operator at the two coal-fueled power plants. This purchase is expected to lower fuel costs. Regulatory approval is required. On June 9, 1995, Central and Southwest Corporation (CSW) terminated its merger agreement with El Paso Electric Company (EPE), and revoked EPE's Modified Third Amended Plan of Reorganization. On June 23, 1995, the Company filed a motion with the FERC requesting that the Section 211 application for a mandatory transmission order filed by CSW and EPE be dismissed as moot. (See Item 1. Business - Other in the Company's 1994 Form 10-K.) On May 31, 1995, the Company filed applications with the FERC for approval of proposed Open Access Transmission Service Tariffs and Market Based Generation Power Sales Rates. Approval of these tariffs and rates will enable the Company to participate in the increasingly competitive wholesale power markets. The Company's proposed transmission service tariffs are designed to meet the Commission's recently announced standards for comparable open access transmission services. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: 4 Supplemental Indenture dated February 15, 1995, to the Indenture of Mortgage and Deed of Trust dated August 1, 1946 12 Statement showing computations of ratio of earnings for the twelve months ended May 31, 1995 15 Letter of Deloitte & Touche LLP regarding unaudited condensed consolidated interim financial information (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. SOUTHWESTERN PUBLIC SERVICE COMPANY Doyle R. Bunch II Executive Vice-President Accounting and Corporate Development DATE: July 11, 1995