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
March 31, 1997
For the quarterly period ended. . . . . . . .. . . . . . . . . .
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from. . . . . . . .to. . . . . . . . .
1-3103-2
Commission file number. . . . . . . . . . . .. . . . . . . . . .
New York State Electric & Gas Corporation
. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .
(Exact name of registrant as specified in its charter)
New York 15-0398550
. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 3287, Ithaca, New York 14852-3287
. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .
(Address of principal executive offices) (Zip Code)
607 347-4131
Registrant's telephone number, including area code . . . . . . .
N/A
. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .
Former name, former address and former fiscal year, if changed
since last report.
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 [ ]
The number of shares of common stock (par value $6.66 2/3
per share) outstanding as of April 30, 1997 was 68,502,727.
TABLE OF CONTENTS
PART I
Page
Item 1. Financial Statements . . . . . . . . . . . . . . 1
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
(a) Liquidity and Capital Resources . . . . . 7
(b) Results of Operations . . . . . . . . . . 10
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. . . . . . . . . . . . . . . . . 12
(b) Reports on Form 8-K . . . . . . . . . . . 12
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . 13
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
New York State Electric & Gas Corporation
Consolidated Statements of Income - (Unaudited)
Periods Ended March 31 Three Months
1997 1996
(Thousands, except per share amounts)
Operating Revenues
Electric . . . . . . . . . . . . . . . . $451,270 $472,352
Natural gas. . . . . . . . . . . . . . . 136,867 149,704
---------- ----------
Total Operating Revenues. . . . . . . 588,137 622,056
---------- ----------
Operating Expenses
Fuel used in electric generation . . . . 59,983 59,581
Electricity purchased. . . . . . . . . . 93,212 90,626
Natural gas purchased. . . . . . . . . . 60,407 69,043
Other operating expenses . . . . . . . . 79,561 76,123
Maintenance. . . . . . . . . . . . . . . 23,917 25,116
Depreciation and amortization. . . . . . 48,289 47,091
Other taxes. . . . . . . . . . . . . . . 55,241 58,123
---------- ----------
Total Operating Expenses. . . . . . . 420,610 425,703
---------- ----------
Operating Income. . . . . . . . . . . . . 167,527 196,353
Interest Charges, Net . . . . . . . . . . 30,626 32,112
Other Income and Deductions . . . . . . . 4,768 8,691
---------- ----------
Income Before Federal Income Taxes . . . 132,133 155,550
Federal Income Taxes. . . . . . . . . . . 50,156 56,874
---------- ----------
Net Income. . . . . . . . . . . . . . . . 81,977 98,676
Preferred Stock Dividends . . . . . . . . 2,315 2,333
---------- ----------
Earnings Available for Common Stock . . . $79,662 $96,343
========== ==========
Earnings Per Share. . . . . . . . . . . . $1.15 $1.35
Dividends Per Share . . . . . . . . . . . $.35 $.35
Average Shares Outstanding. . . . . . . . 69,353 71,503
The notes on pages 6 and 7 are an integral part of the financial statements.
Item 1. Financial Statements (Cont'd)
New York State Electric & Gas Corporation
Consolidated Balance Sheets - (Unaudited)
March 31, Dec. 31,
1997 1996
(Thousands)
Assets
Current Assets
Cash and cash equivalents. . . . . . . . . . . . . . . $12,533 $8,253
Special deposits . . . . . . . . . . . . . . . . . . . 2,277 31,364
Accounts receivable, net . . . . . . . . . . . . . . . 199,171 189,043
Fuel, at average cost. . . . . . . . . . . . . . . . . 24,966 36,472
Materials and supplies, at average cost. . . . . . . . 43,238 43,044
Prepayments. . . . . . . . . . . . . . . . . . . . . . 65,678 47,169
Accumulated deferred federal income
tax benefits, net. . . . . . . . . . . . . . . . . . 12,222 3,424
---------- ----------
Total Current Assets. . . . . . . . . . . . . . . . 360,085 358,769
Utility Plant, at Original Cost
Electric . . . . . . . . . . . . . . . . . . . . . . . 5,192,738 5,177,365
Natural gas. . . . . . . . . . . . . . . . . . . . . . 540,251 529,023
Common . . . . . . . . . . . . . . . . . . . . . . . . 152,859 151,290
---------- ----------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,885,848 5,857,678
Less accumulated depreciation. . . . . . . . . . . . . 1,973,522 1,933,599
---------- ----------
Net Utility Plant in Service. . . . . . . . . . . . 3,912,326 3,924,079
Construction work in progress. . . . . . . . . . . . . 50,462 58,285
---------- ----------
Total Utility Plant . . . . . . . . . . . . . . . . 3,962,788 3,982,364
Other Property and Investments, Net . . . . . . . . . . 97,668 99,221
Regulatory and Other Assets
Regulatory assets
Unfunded future federal income taxes. . . . . . . . . 268,746 269,767
Environmental remediation costs . . . . . . . . . . . 84,600 32,100
Unamortized debt expense. . . . . . . . . . . . . . . 80,088 80,745
Demand-side management program costs. . . . . . . . . 70,500 71,425
Other . . . . . . . . . . . . . . . . . . . . . . . . 132,146 149,561
---------- ----------
Total regulatory assets. . . . . . . . . . . . . . . . 636,080 603,598
Other assets . . . . . . . . . . . . . . . . . . . . . 24,762 15,729
---------- ----------
Total Regulatory and Other Assets . . . . . . . . . 660,842 619,327
---------- ----------
Total Assets. . . . . . . . . . . . . . . . . . . . $5,081,383 $5,059,681
========== ==========
The notes on pages 6 and 7 are an integral part of the financial statements.
Item 1. Financial Statements (Cont'd)
New York State Electric & Gas Corporation
Consolidated Balance Sheets - (Unaudited)
March 31, Dec. 31,
1997 1996
(Thousands)
Liabilities
Current Liabilities
Current portion of long-term debt. . . . . . . . . . . $34,843 $83,488
Commercial paper . . . . . . . . . . . . . . . . . . . 62,500 129,300
Accounts payable and accrued liabilities . . . . . . . 96,194 121,123
Interest accrued . . . . . . . . . . . . . . . . . . . 35,380 22,195
Taxes accrued. . . . . . . . . . . . . . . . . . . . . 62,884 -
Other. . . . . . . . . . . . . . . . . . . . . . . . . 49,976 71,324
---------- ----------
Total Current Liabilities. . . . . . . . . . . . . . 341,777 427,430
Regulatory and Other Liabilities
Regulatory liabilities
Deferred income taxes - unfunded future federal
income taxes. . . . . . . . . . . . . . . . . . . . 108,519 109,065
Deferred income taxes . . . . . . . . . . . . . . . . 93,742 94,004
Other . . . . . . . . . . . . . . . . . . . . . . . . 71,458 65,471
---------- ----------
Total regulatory liabilities . . . . . . . . . . . . . 273,719 268,540
Other liabilities
Deferred income taxes . . . . . . . . . . . . . . . . 749,896 751,553
Other postretirement benefits . . . . . . . . . . . . 101,104 95,195
Environmental remediation costs . . . . . . . . . . . 84,600 32,100
Other . . . . . . . . . . . . . . . . . . . . . . . . 71,139 74,627
---------- ----------
Total other liabilities. . . . . . . . . . . . . . . . 1,006,739 953,475
Long-term debt . . . . . . . . . . . . . . . . . . . . 1,481,360 1,480,814
---------- ----------
Total Liabilities . . . . . . . . . . . . . . . . . 3,103,595 3,130,259
Commitments - -
Preferred Stock Redeemable Solely at the
Option of the Company. . . . . . . . . . . . . . . . 134,440 134,440
Preferred Stock Subject to Mandatory
Redemption Requirements. . . . . . . . . . . . . . . 25,000 25,000
Common Stock Equity
Common stock . . . . . . . . . . . . . . . . . . . . 462,250 464,469
Capital in excess of par value. . . . . . . . . . . . 811,576 816,384
Retained earnings . . . . . . . . . . . . . . . . . . 544,522 489,129
---------- ----------
Total Common Stock Equity . . . . . . . . . . . . . 1,818,348 1,769,982
---------- ----------
Total Liabilities and Stockholders' Equity . . . . $5,081,383 $5,059,681
========== ==========
The notes on pages 6 and 7 are an integral part of the financial statements.
Item 1. Financial Statements (Cont'd)
New York State Electric & Gas Corporation
Consolidated Statements of Cash Flows - (Unaudited)
Periods Ended March 31 Three Months
1997 1996
(Thousands)
Operating Activities
Net income . . . . . . . . . . . . . . . . . . . . $81,977 $98,676
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization. . . . . . . . . . 48,289 47,091
Federal income taxes and investment tax credits
deferred, net. . . . . . . . . . . . . . . . . (11,038) 581
Changes in current operating assets and liabilities
Accounts receivable . . . . . . . . . . . . . . (10,128) (48,945)
Prepayments. . . . . . . . . . . . . . . . . . . (18,509) (19,929)
Inventory. . . . . . . . . . . . . . . . . . . . 11,312 16,403
Accounts payable and accrued liabilities . . . . (24,929) (9,786)
Taxes accrued. . . . . . . . . . . . . . . . . . 62,884 58,822
Other, net . . . . . . . . . . . . . . . . . . . . 14,982 15,040
------- -------
Net Cash Provided by Operating Activities . . . 154,840 157,953
------- -------
Investing Activities
Utility plant capital expenditures . . . . . . . . (25,995) (45,966)
Proceeds from governmental and other sources . . . 131 31
Expenditures for other property and investments. . (551) (552)
------- -------
Net Cash Used in Investing Activities . . . . . (26,415) (46,487)
------- -------
Financing Activities
Repurchase of common stock . . . . . . . . . . . . (7,246) -
Repayments of first mortgage bonds and
preferred stock, including net premiums. . . . . (48,000) (128,960)
Changes in funds set aside for first
mortgage bond repayments . . . . . . . . . . . . 25,000 -
Long-term notes, net . . . . . . . . . . . . . . . (456) 2,234
Commercial paper, net. . . . . . . . . . . . . . . (66,800) 39,680
Dividends on common and preferred stock. . . . . . (26,643) (29,647)
------- -------
Net Cash Used in Financing Activities . . . . . (124,145) (116,693)
------- -------
Net Increase (Decrease) in Cash and
Cash Equivalents . . . . . . . . . . . . . . . . . 4,280 (5,227)
Cash and Cash Equivalents, Beginning of Period. . . 8,253 11,433
------- -------
Cash and Cash Equivalents, End of Period. . . . . . $12,533 $6,206
======= =======
Supplemental Disclosure of Cash Flows Information
Cash paid during the period
Interest, net of amounts capitalized. . . . . . . $14,216 $15,362
Income taxes. . . . . . . . . . . . . . . . . . . - $1,770
The notes on pages 6 and 7 are an integral part of the financial statements.
Item 1. Financial Statements (Cont'd)
New York State Electric & Gas Corporation
Consolidated Statements of Retained Earnings - (Unaudited)
Periods ended March 31 Three Months
1997 1996
(Thousands)
Balance, beginning of period. . . . . . . . . . $489,129 $424,412
Add net income. . . . . . . . . . . . . . . . . 81,977 98,676
-------- --------
571,106 523,088
Deduct dividends on capital stock
Preferred. . . . . . . . . . . . . . . . . . . 2,315 2,333
Common . . . . . . . . . . . . . . . . . . . . 24,269 25,026
-------- --------
26,584 27,359
Deduct premium paid on preferred
stock redemption . . . . . . . . . . . . . . . - 5,960
-------- --------
Balance, end of period. . . . . . . . . . . . . $544,522 $489,769
======== ========
The notes on pages 6 and 7 are an integral part of the financial statements.
Item 1. Financial Statements (Cont'd)
Note 1. Unaudited Consolidated Financial Statements
The accompanying unaudited consolidated financial statements
reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of New York State Electric &
Gas Corporation's (company) consolidated results for the interim
periods. All such adjustments are of a normal recurring nature.
The unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
contained in the company's annual report for the year ended
December 31, 1996. Due to the seasonal nature of the company's
operations, financial results for interim periods are not neces-
sarily indicative of trends for a twelve-month period.
Note 2. Reclassification
Certain items have been reclassified on the consolidated
financial statements to conform to the 1997 presentation.
Note 3. Environmental Liability
The company has a program to investigate and perform
necessary remediation at its known inactive gas manufacturing
sites. In March 1994 and October 1996 the company entered into
Orders on Consent with the New York State Department of
Environmental Conservation requiring the company to investigate
and, where necessary, remediate 34 of the company's 38 known
inactive gas manufacturing sites. With respect to the 38 sites,
eight sites are included in the New York State Registry of
Inactive Hazardous Waste Sites.
The company revised its estimate for all costs related to
investigation and remediation of the 38 sites, from $31 million
at December 31, 1996, to a range of $83 million to $186 million
at March 31, 1997. The company's previous estimate of
$31 million was based on known conditions and only one remedial
alternative for each site. The new estimate is based on both
known and potential site conditions and multiple remediation
alternatives for each of the sites. The estimate was not revised
as a result of any new obligations. The new estimate has not
been discounted and is based on costs in 1996 dollars that the
company expects to incur through the year 2017. The estimate
could change materially, based on facts and circumstances derived
from site investigations, changes in required remedial action,
changes in technology relating to remedial alternatives and
changes to current laws and regulations.
The liability to investigate and perform remediation, as
necessary, at the known inactive gas manufacturing sites, is
reflected in the company's consolidated balance sheets at
March 31, 1997 and December 31, 1996, in the amounts of
$83 million and $31 million, respectively. The company has
recorded a corresponding regulatory asset, since it expects to
recover such expenditures in rates, as the company has previously
been allowed by the Public Service Commission of the State of New
York (PSC) to recover such costs. The company has notified its
former and current insurance carriers that it seeks to recover
from them certain of the cleanup costs. The company is unable to
predict the amount of insurance recoveries, if any, that it may
obtain.
Item 2. Management's discussion and analysis of
financial condition and results of operations
(a) Liquidity and Capital Resources
Competitive Conditions (See Form 10-K for fiscal year ended
December 31, 1996, Item 7 - Liquidity and Capital Resources -
Competitive Conditions - Electric Industry, Accounting Issues,
and Rate Matters - Electric Rate Settlement.)
Electric Rate and Restructuring Plan
On September 27, 1996, the company submitted a five-year
rate and restructuring plan (NYSEGPlan) in response to the PSC's
Order dated May 20, 1996, in the Competitive Opportunities
Proceeding.
On October 9, 1996, the PSC issued a procedural order
allowing until January 7, 1997, (subsequently extended for the
company until March 25, 1997) to complete the discovery and
settlement negotiations regarding the utilities' submissions.
The company was unable to reach a settlement with the PSC
Staff regarding NYSEGPlan. As a result, the company filed
testimony on March 25, 1997, to litigate the issues, and hearings
before the PSC are scheduled to begin May 15, 1997. The company
also filed a proposed settlement that includes the following key
elements:
- All eligible customers would be able to choose their
electricity supplier by August 1, 1999. This would be
one of the nation's most aggressive programs for
achieving full retail competition.
- The company would forgo the $45.5 million electric
price increase the PSC approved for the third and final
year of its current electric rate settlement. The
company would also pass along to its customers any net
savings that result from gross receipts tax or special
financing legislation.
- The company would stabilize electric prices for five
years. During that period many large customers would
see their prices reduced 25%, while others would
receive discounts for growth or increased electricity
usage.
- The company would provide customers and suppliers with
more detailed price information through a rate
unbundling proposal during the five-year transition
period.
- The current freeze of natural gas prices would be
extended four more years through July 31, 2002.
- The company would be authorized to form a holding
company and to transfer designated coal-fired
generation assets to one or more generation companies
within the holding company structure.
- The company continues to insist on the opportunity to
recover past investments that were prudently incurred
as a result of government mandates and the company's
obligation to serve all customers.
The company is unable to predict the outcome of this
proceeding and its ultimate effect on the company's financial
position, results of operations or its eligibility to continue
applying Statement of Financial Accounting Standards No. 71
(Statement 71), Accounting for the Effects of Certain Types of
Regulation. Continued application of Statement 71 requires that
the company's regulated operations meet the following three
criteria:
- rates for regulated services or products provided to
customers are subject to approval by an independent,
third party regulator,
- the regulated rates are designed to recover the
company's costs of providing regulated services or
products and
- it is reasonable to assume that rates set at levels
that will recover the company's costs can be charged to
and collected from customers.
Although the company believes that it will continue to meet
those criteria in the near future, it cannot predict what effect
the following two matters will have on its ability to do so:
1) recent inquiries by the Securities and Exchange Commission's
Chief Accountant regarding the continued application of
Statement 71 for generation operations of electric utilities
facing restructuring or 2) discussions the Financial Accounting
Standards Board's Emerging Issues Task Force is expected to have
in the near future related to the continued application of
Statement 71 during the transition to competition. If the
company no longer met the criteria of Statement 71 for all or a
separable part of its business, it may have to record as expense
or revenue certain previously deferred items (regulatory assets
and regulatory liabilities) and may have to record as a loss the
amount for power purchase contracts with nonutility generators
that is above the estimated price in a competitive marketplace.
FERC Orders 888 and 889
In April 1996 the Federal Energy Regulatory Commission
(FERC) issued Orders 888 and 889 adopting final rules to
facilitate the development of competitive wholesale electric
markets by opening up transmission services and to address the
resulting stranded costs. In March 1997 the FERC issued Orders
888-A and 889-A, which generally affirmed Orders 888 and 889.
Various parties, including the company, have filed petitions for
review of these orders with the U.S. Courts of Appeals in various
circuits.
In Orders 888 and 889, the FERC directed all public
utilities to file a compliance open-access transmission tariff on
or before July 9, 1996. Order 888 allows each utility to submit
further modifications to its tariff and allows customers to
request modifications to the tariff. The company filed its
compliance open-access transmission tariff and a modified open-
access transmission tariff on July 9 and July 10, 1996,
respectively. The FERC accepted the company's transmission rates
filed on July 9, 1996, subject to refund and set the rates for
hearing. As required by the FERC, in February 1997 the company
filed a new compliance tariff with respect to non-rate terms and
conditions, which became effective retroactively on January 29,
1997.
On March 28, 1997, the company submitted to FERC a request
for a modification of its transmission rate. The company
requested an increase in its transmission rate, effective May 28,
1997, to ensure that it is adequately compensated by customers
who use its transmission services. To date, the FERC has not
acted on the company's request.
Investing Activities
Capital expenditures for the first quarter of 1997 were
$26 million, primarily for the extension of service and necessary
improvements to existing facilities. The company estimates its
capital expenditures for 1997 will total $141 million and will be
financed entirely with internally generated funds.
Financing Activities
During the first quarter of 1997, the company repaid
$25 million of 5 5/8% Series first mortgage bonds that matured on
January 1, 1997; redeemed, at par, the remaining $23 million of
its 9 7/8% Series first mortgage bonds, due February 1, 2020; and
repaid approximately $67 million of commercial paper.
The company initiated a common stock repurchase program of
not to exceed 4,000,000 shares in September 1996. The company
repurchased 3,000,100 shares as of April 30, 1997.
(b) Results of Operations
Three months ended March 31, 1997 compared with three months
ended March 31, 1996:
1997 1996 Change
(Thousands, except per share amounts)
Total Operating Revenues $588,137 $622,056 (5%)
Operating Income $167,527 $196,353 (15%)
Earnings Available for
Common Stock $79,662 $96,343 (17%)
Average Shares Outstanding 69,353 71,503 (3%)
Earnings Per Share $1.15 $1.35 (15%)
Dividends Per Share $.35 $.35 -
Earnings per share for the three months ended March 31,
1997, decreased 20 cents compared to the prior year period.
Lower electric and natural gas retail sales, due to a very mild
winter this year compared to 1996, reduced earnings per share 18
cents. A less favorable electric sales mix, due to lower
residential and commercial sales but higher industrial sales, and
increases in the price of mandated purchases of power from
nonutility generators (NUGs) reduced earnings 14 cents per share.
The above decreases were partially offset by several items
that increased earnings per share. A reduction in average shares
outstanding due to the repurchase of common stock added three
cents; a decrease in losses incurred by NGE Enterprises, Inc.
added three cents; a decrease in the price of natural gas
purchased added two cents; and lower interest charges, due to the
redemption of first mortgage bonds, also added two cents to
earnings per share.
Operating Results by Business Segment
Electric Three Months ended March 31,
1997 1996 Change
(Thousands)
Retail Sales -
Megawatt-Hours(mwh) 3,492 3,643 (4%)
Operating Revenues $451,270 $472,352 (4%)
Operating Expenses $331,969 $326,965 2%
Operating Income $119,301 $145,387 (18%)
Electric retail sales decreased 4% for the quarter ended
March 31, 1997, primarily because of a very mild winter this year
compared to 1996.
The $21 million decrease in electric operating revenues for
the quarter was primarily due to lower retail sales, which
reduced revenues $18 million.
The $5 million increase in electric operating expenses for
the three months is primarily due to a $4 million increase in
other operating expenses and a $3 million increase in electricity
purchased, mostly due to increases in the price of mandated
purchases of power from NUGs. Those increases were partially
offset by decreases in other taxes and maintenance of $2 million
and $1 million, respectively.
Natural Gas Three Months ended March 31,
1997 1996 Change
(Thousands)
Retail Deliveries -
Dekatherms(dth) 23,419 25,337 (8%)
Operating Revenues $136,867 $149,704 (9%)
Operating Expenses $88,641 $98,738 (10%)
Operating Income $48,226 $50,966 (5%)
Natural gas retail deliveries decreased 8% for the three
months ended March 31, 1997, primarily because of a very mild
winter this year compared to 1996.
The $13 million decrease in natural gas operating revenues
for the quarter is primarily due to lower retail deliveries,
which reduced revenues $11 million.
Natural gas operating expenses decreased $10 million due to
a $9 million decrease in natural gas purchased, mainly due to
lower volume, and a $1 million decrease in other taxes.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - See Exhibit Index.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for
which this report is filed.
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.
NEW YORK STATE ELECTRIC & GAS CORPORATION
(Registrant)
By Gary J. Turton
GARY J. TURTON
Vice President and Controller
(Chief Accounting Officer)
Date: May 14, 1997
EXHIBIT INDEX
27 -- Financial Data Schedule.