Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 --------------------------------------- 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 1-2297 EASTERN ENTERPRISES - --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-1270730 ------------------------------ ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9 RIVERSIDE ROAD, WESTON, MASSACHUSETTS 02493 - --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 781-647-2300 - -------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 outstanding of Eastern Enterprises as of July 20, 2000 was 27,156,450. Form 10-Q Page 2 PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Company or group of companies for which report is filed: EASTERN ENTERPRISES AND SUBSIDIARIES ("Eastern") Consolidated Statements of Operations - ------------------------------------- Three months ended Six months ended June 30, June 30, (In thousands, except per share amounts) 2000 1999 2000 1999 - --------------------------------------------------------------------------------------------------------------------- Revenues $204,788 $170,520 $638,483 $ 515,349 Operating costs and expenses: Operating costs 145,421 123,020 428,421 353,008 Selling, general & admini- strative expenses 34,104 27,819 69,606 59,049 Depreciation & amortization 21,732 17,984 54,809 43,649 -------- -------- -------- -------- 201,257 168,823 552,836 455,706 -------- -------- -------- -------- Operating earnings 3,531 1,697 85,647 59,643 Other income (expense): Interest income 1,789 2,653 2,423 4,870 Interest expense (12,563) (8,635) (24,687) (17,414) Other, net 2,053 178 2,256 1,103 -------- -------- -------- -------- Earnings before income taxes (5,190) (4,107) 65,639 48,202 Provision for income taxes (1,729) (1,539) 28,061 18,474 -------- -------- -------- --------- Net earnings (loss) $ (3,461) $ (2,568) $ 37,578 $ 29,728 ======== ======== ======== ========= Basic earnings per share $ (.13) $ (.11) $ 1.38 $ 1.31 ======== ======== ======== ========= Diluted earnings per share $ (.13) $ (.11) $ 1.37 $ 1.31 ======== ======== ======== ========= Dividends per share $ .43 $ .42 $ .86 $ .84 ======== ======== ======== ========= The accompanying notes are an integral part of these financial statements. Form 10-Q Page 3 Eastern Enterprises and Subsidiaries - ------------------------------------ Consolidated Balance Sheets - --------------------------- June 30, Dec. 31, June 30, (In thousands) 2000 1999 1999 - ---------------------------------------------------------------------------------------------------------------------- ASSETS Current assets: Cash and short-term investments $30,898 $ 44,332 $179,851 Receivables, less reserves 112,786 135,409 99,573 Inventories 67,827 74,555 44,158 Deferred gas costs 48,436 64,503 - Other current assets 8,168 5,008 7,646 ---------- ---------- --------- Total current assets 268,115 323,807 331,228 Property and equipment, at cost 2,214,956 2,197,156 1,751,233 Less--accumulated depreciation 936,958 906,953 788,874 ---------- ---------- --------- Net property and equipment 1,277,998 1,290,203 962,359 Goodwill, less amortization 243,960 247,137 - Deferred postretirement health care costs 69,972 72,760 75,888 Investments 14,064 14,671 15,708 Deferred charges and other costs, less amortization 71,222 71,179 70,013 ---------- ---------- ---------- Total other assets 399,218 405,747 161,609 ---------- ---------- ---------- Total assets $1,945,331 $2,019,757 $1,455,196 ========== ========== ========== The accompanying notes are an integral part of these financial statements. Form 10-Q Page 4 Eastern Enterprises and Subsidiaries - ------------------------------------ Consolidated Balance Sheets - --------------------------- June 30, Dec. 31, June 30, (In thousands) 2000 1999 1999 - ----------------------------------------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current debt $ 80,453 $ 123,251 $ 5,632 Accounts payable 59,569 75,770 38,048 Accrued expenses 51,407 37,516 39,172 Other current liabilities 45,806 50,234 45,245 ---------- ---------- --------- Total current liabilities 237,235 286,771 128,097 Gas inventory financing 33,567 54,020 31,438 Long-term debt 503,168 515,232 383,173 Reserves and other liabilities: Deferred income taxes 179,591 179,426 135,306 Postretirement health care 98,414 100,016 96,750 Preferred stock of subsidiary 21,438 26,454 29,377 Other reserves 101,077 103,208 91,509 ---------- ---------- -------- Total reserves and other liabilities 400,520 409,104 352,942 Commitments and Contingencies Shareholders' equity: Common stock, $1.00 par value Authorized shares -- 50,000,000; Issued shares -- 27,173,322 at June 30, 2000; 27,131,090 at December 31, 1999, and 22,649,457 Capital in excess of par value 246,382 244,449 56,004 Retained earnings 497,942 483,710 481,315 Accumulated other comprehensive (loss) (73) (77) (63) Treasury stock at cost - 16,892 shares at June 30, 2000 and 10,461 shares at June 30, 1999 (583) (583) (359) ---------- ---------- ---------- Total shareholders' equity 770,841 754,630 559,546 ---------- ---------- ---------- Total liabilities and shareholders' equity $1,945,331 $2,019,757 $1,455,196 ========== ========== ========== The accompanying notes are an integral part of these financial statements. Form 10-Q Page 5 Eastern Enterprises and Subsidiaries - ------------------------------------ Consolidated Statement of Cash flows - ------------------------------------ Six months ended June 30, (In thousands) 2000 1999 - ----------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net earnings $ 37,578 $ 29,728 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 54,809 43,649 Income taxes and tax credits 12,356 (1,007) Net gain on sale of assets (1,819) (262) Other changes in assets and liabilities: Receivables 22,623 5,559 Inventories 6,728 11,709 Deferred gas costs 16,068 62,055 Accounts payable (16,201) (18,292) Other (4,158) (3,176) ------- ------ Net cash provided by operating activities 127,984 129,963 ------- ------- Cash flows from investing activities: Capital expenditures (35,472) (29,431) Proceeds on sale of assets 7,442 3,906 Investments (6,392) (3,776) Other (6,017) (1,353) ------- ------- Net cash used by investing activities (40,439) (30,654) ------- ------- Cash flows from financing activities: Dividends paid (23,290) (18,950) Repayment of long-term debt and preferred stock (17,203) (2,107) Changes in notes payable (42,735) (37,835) Changes in gas inventory financing (20,453) (21,206) Other 2,702 804 -------- ------- Net cash used by financing activities (100,979) (79,294) -------- ------- Net decrease in cash and cash equivalents (13,434) 20,015 Cash and cash equivalents at beginning of year 44,332 159,836 -------- ------- Cash and cash equivalents at the end of the period 30,898 179,851 Short-term investments - - -------- -------- Cash and short-term investments $ 30,898 $179,851 ======== ======== The accompanying notes are an integral part of these financial statements. Form 10-Q Page 6 EASTERN ENTERPRISES AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS June 30, 2000 1. Accounting Policies It is Eastern's opinion that the financial information contained in this report reflects all adjustments necessary to present a fair statement of results for the periods reported. All of these adjustments are of a normal recurring nature. Results for the periods are not necessarily indicative of results to be expected for the year, due to the seasonal nature of Eastern's operations. All accounting policies have been applied in a manner consistent with prior periods. Such financial information is subject to year-end adjustments and annual audit by independent public accountants. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q. Therefore these interim financial statements should be read in conjunction with Eastern's 1999 Annual Report filed on Form 10-K with the Securities and Exchange Commission. Earnings Per Share Basic earnings per share is based on the weighted average number of shares outstanding. Diluted earnings per share gives effect to the exercise of stock options using the treasury stock method, as reflected below: Three months ended Six months ended June 30, June 30, (In thousands) 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------- Weighted average shares 27,153 22,636 27,146 22,618 Dilutive effect of options 269 88 254 107 ------ ------ ------ ------ Adjusted weighted average shares 27,422 22,724 27,400 22,725 ====== ====== ====== ====== Comprehensive Income The following is a summary of the reclassification adjustments and the income tax effects for the components of other comprehensive income (loss) for the six months ended June 30: Form 10-Q Page 7 Unrealized Holding Gains (Losses) on Reclassification Investments Adjustments for Other Arising During the Gains Included in Comprehensive (In thousands) Period Net Income Income (Loss) - ------------------------------------------------------------------------------------------------------------- 2000 Pretax $ 1,178 $ (1,172) $ 6 Income tax benefit (expense) (411) 409 (2) ------- --------- ------- Net change $ 767 $ (763) $ 4 ======= ========= ======= 1999 Pretax $ 213 $ (148) $ 65 Income tax benefit (expense) (75) 52 (23) ------- --------- -------- Net change $ 138 $ (96) $ 42 ======= ========= ======== 2. Planned Merger with KeySpan On November 4, 1999, Eastern signed a definitive agreement that provides for the merger of Eastern with a wholly-owned subsidiary of KeySpan Corporation ("KeySpan"), with Eastern surviving the merger and becoming a wholly-owned subsidiary of KeySpan. In the merger, holders of Eastern common stock will receive $64.00 in cash plus, in certain circumstances, an accrued dividend, per share of Eastern common stock, as well as an additional $0.006 per share per day for each day after August 6, 2000 up to the closing date. The transaction, which is subject to receipt of approval from the Securities and Exchange Commission, is expected to close in the fall of 2000, although it is possible the merger will not close until 2001. The merger was approved by Eastern Shareholders on April 26, 2000. 3. Planned Merger with EnergyNorth, Inc. Under a definitive agreement signed in 1999, Eastern expects to acquire EnergyNorth, Inc. ("EnergyNorth") for approximately $203 million in cash simultaneously with Eastern's merger with KeySpan. If the KeySpan merger is terminated, the agreement provides for Eastern to acquire EnergyNorth for approximately $78 million in cash and 1.7 million in Eastern shares, subject to a collar arrangement. The New Hampshire Public Utility Commission gave final approval to Eastern's acquisition of EnergyNorth in an order issued on May 9, 2000. The merger was approved by EnergyNorth shareholders on April 27, 2000. 4. Business Segments Eastern's reportable business segment information for revenues and operating earnings is presented below: Revenues: Three months ended June 30, Six months ended June 30, (In thousands) 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------------- Natural Gas Distribution $127,876 $101,368 $483,658 $381,651 Marine Transportation 70,405 65,783 141,675 127,109 Other Services 6,507 3,369 13,150 6,589 -------- -------- -------- -------- $204,788 $170,520 $638,483 $515,349 ======== ======== ======== ======== Form 10-Q Page 8 Operating Earnings: Three months ended June 30, Six months ended June 30, (In thousands) 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------- Natural Gas Distribution $ 2,274 $(1,916) $ 83,459 $ 55,378 Marine Transportation 4,190 5,758 7,265 8,899 Other Services (205) (1,244) (630) (2,540) Headquarters (2,728) (901) (4,447) (2,094) ------- ------- -------- -------- $ 3,531 $ 1,697 $ 85,647 $ 59,643 ======= ======= ======== ======== 5. Inventories The components of inventories were as follows: June 30, December 31, June 30, (In thousands) 2000 1999 1999 - --------------------------------------------------------------------------------------------------------- Supplemental gas supplies $51,210 $57,935 $32,170 Other materials, supplies and marine fuels 16,617 16,620 11,988 ------- ------- ------- $67,827 $74,555 $44,158 ======= ======= ======= 6. Supplemental Cash Flow Information The following are supplemental disclosures of cash flow information: Six months ended June 30, 2000 1999 --------------------------------------------------------------------------- Cash paid during the year for: Interest, net of amounts capitalized $23,674 $17,290 Income taxes $16,064 $19,325 Form 10-Q Page 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations In November 1999 Eastern signed a definitive agreement to be acquired by KeySpan Corporation ("KeySpan") for $64.00 per share in cash, as discussed in Note 2 of Notes to Financial Statements. Such information is incorporated herein by reference. The transaction is expected to close in the fall of 2000. In 1999 Eastern signed a definitive agreement to acquire EnergyNorth, Inc. ("EnergyNorth") for approximately $203 million in cash simultaneously with Eastern's merger with KeySpan, as discussed in Note 3. If the KeySpan merger is terminated, the agreement provides for Eastern to acquire EnergyNorth for approximately $78 million in cash and 1.7 million in Eastern shares, subject to a collar arrangement. RESULTS OF OPERATIONS Revenues: Consolidated revenues for the second quarter of 2000 and the first six months of 2000 were $205 million and $638 million, respectively, up 20% and 24% from 1999. Natural Gas Distribution The natural gas distribution segment includes the operations of Boston Gas Company, Essex Gas Company and Colonial Gas Company, which Eastern acquired in August 1999. Revenues for the second quarter of 2000 were $127.9 million, an increase of $26.5 million from 1999. The 26% increase in revenues primarily reflects the inclusion of Colonial Gas revenues ($26.7 million), growth in throughput ($3 million) and higher rates, partially offset by lower sales to non-firm customers ($5 million). Weather in the second quarter was 19% colder than 1999, or 24% colder than normal. Year-to-date 2000 revenues were $483.7 million, an increase of $102.0 million or 27% from 1999. The increase primarily reflects the inclusion of Colonial Gas revenues ($113.0 million), throughput growth ($13 million) and higher rates. Partially offsetting were the pass through of lower gas costs ($13 million), lower non-firm sales ($6 million), the impact of warmer weather in the first quarter ($5 million) and the migration of firm customers to transportation-only service. The pass through of higher or lower gas costs and the migration to transportation-only service have no impact on the segment's operating earnings. Natural gas distribution earns all of its margins on the local distribution of gas and none on the resale of the commodity. Year-to-date weather was 3% colder than 1999, but 1% warmer than normal. Marine Transportation Revenues for the second quarter and first six months of 2000 were $70.4 million and $141.7 million, respectively. The increases of 7% and 11% from the comparable periods of 1999 were mainly the result of higher rates associated with fuel adjustment mechanisms contained in multi-year and annual contracts and from higher coal tonnage delivered to electric utilities. As a result of higher fuel prices for diesel fuel, Midland's fuel cost rose 73% for the second quarter and 78% year-to-date, as compared to 1999. Due to the fuel-related rate increases, market improvement in spot rates and a higher mix of coal tonnage, rates per ton mile rose 17% and 12% in the second quarter and year to date, respectively, over 1999. Form 10-Q Page 10 Tonnage transported for the second quarter and first six months of 2000 increased 2% and 8%, respectively. Coal tonnage increased 12% for the quarter and 13% year to date, reflecting tonnage for a new customer as well as increased demand for existing accounts. Partially offsetting was a reduction in non-coal tonnage, which declined 13% and 1% for the second quarter and fist six months, respectively, reflecting reduced movements of grain, ores and stone. While tonnage for the quarter increased, ton-miles declined 7% reflecting the lower mix of non-coal tonnage with its long hauls to and from the Gulf of Mexico. For the first six months of 2000, ton miles increased 1% over 1999, primarily reflecting increased movements of coal and steel in the first quarter. Other Services Revenues for the second quarter and first six months of 2000 were $6.5 million and $13.2 million, respectively, up from $3.4 million and $6.6 million from the comparable periods in 1999, primarily reflecting the results of Transgas, which was acquired as part of Colonial Gas. Operating Earnings: Consolidated operating earnings for the second quarter and first six months of 2000 were $3.5 million and $85.6 million, respectively, up from $1.7 and $59.6 million for the comparable periods in 1999. Natural Gas Distribution For the second quarter of 2000, natural gas distribution recorded operating earnings of $2.3 million, as compared to an operating loss of $1.9 million in 1999. The improvement primarily reflected the inclusion of Colonial Gas' operating earnings of $2.5 million, throughput growth and the absence of a non-recurring retiree benefit charge in 1999, partially offset by higher system maintenance costs and wage and benefit increases. For the first six months of 2000, natural gas distribution recorded operating earnings of $83.5 million, up 51% from 1999. The improvement primarily reflected the inclusion of Colonial Gas' operating earnings of $29.9 million and throughput growth, partially offset by a cumulative adjustment to gas costs for prior years which decreased operating earnings by $3 million. Marine Transportation Operating earnings for the second quarter and first six months of 2000 were $4.2 million and $7.3 million, respectively, both down $1.6 million from 1999. While fuel cost escalation increased rates, as discussed above, the year-to-date net negative impact of higher fuel costs is estimated to be approximately $2.5 million, most of which occurred in the first quarter. Higher labor, vessel charter and maintenance also contributed to higher costs in the second quarter. Operating results from cargo handling and support operations were also lower than in 1999. Other Services Operating losses for the second quarter and year-to-date were $0.2 million and $0.6 million, as compared to losses of $1.2 million and $2.5 million, respectively, in 1999. More than half the improvement from last year reflects the inclusion of Transgas results. Form 10-Q Page 11 Other Headquarters operating loss for the second quarter and first six months of 2000 increased by $1.8 million and $2.4 million, respectively, primarily reflecting expenses related to the KeySpan merger. Net interest expense for the second quarter and first six months of 2000 increased by $4.8 million and $9.7 million, respectively. The increase reflects the inclusion of Colonial Gas' net interest expense of $2.9 million for the quarter and $5.7 million year-to-date and the use of $150 million of cash in the Colonial Gas acquisition. Other net for the second quarter of 2000 includes a gain of $1.8 million on the disposition of marine equipment. The increase in the effective tax rate from 38% to 43% primarily reflects Colonial Gas goodwill amortization. The 21% increase in diluted shares outstanding reflects the issuance of approximately 4.2 million shares of stock in the Colonial Gas acquisition. Form 10-Q Page 12 FORWARD-LOOKING INFORMATION: This report and other company statements and statements issued or made from time to time contain certain "forward-looking statements" concerning projected future financial performance, expected plans or future operations. Eastern cautions that actual results and developments may differ materially from such projections or expectations. Investors should be aware of important factors that could case actual results to differ materially from forward-looking projections or expectations. These factors include, but are not limited to: the effect of the pending mergers with KeySpan and EnergyNorth, Eastern's ability to successfully integrate its new gas distribution operations, temperatures above or below normal in eastern Massachusetts, changes in market conditions for barge transportation, adverse weather and operating conditions on the inland waterways, changes in economic conditions, including interest rates and the value of the dollar versus other currencies, regulatory and court decisions and developments with respect to Eastern's previously-disclosed environmental liabilities. Most of these factors are difficult to predict accurately and are generally beyond Eastern's control. LIQUIDITY AND CAPITAL RESOURCES Management believes that projected cash flows from operations, in combination with currently available resources, will be more than sufficient to meet Eastern's 2000 capital expenditure requirements and working capital requirements, potential funding of its environmental liabilities, normal debt repayments and anticipated dividends to shareholders. Management expects KeySpan to provide the funds needed for the acquisition of EnergyNorth. If the KeySpan agreement is terminated, management expects the EnergyNorth acquisition to be funded through a combination of internal sources and additional borrowings. Consolidated capital expenditures are budgeted at approximately $100 million, with about 90% at natural gas distribution segment and the balance at marine transportation. Form 10-Q Page 13 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) List of Exhibits 27.1 Financial Data Schedule (b) Report of Form 8-K There we no reports on Form 8-K filed in the Second Quarter of 2000. Form 10-Q Page 14 SIGNATURES It is Eastern's opinion that the financial information contained in this report reflects all adjustments necessary to present a fair statement of results for the period reported. All of these adjustments are of a normal recurring nature. Results for the period are not necessarily indicative of results to be expected for the year, due to the seasonal nature of Eastern's operations. All accounting policies have been applied in a manner consistent with prior periods other than changes disclosed in Notes to Financial Statements. Such financial information is subject to year-end adjustments and annual audit by independent public accountants. Pursuant to the requirements of the Securities Exchange Act of 1934, Eastern has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EASTERN ENTERPRISES Date: July 21, 2000 By /s/ WALTER J. FLAHERTY ------------- ---------------------- Walter J. Flaherty Executive Vice President and Chief Financial Officer Date: July 21, 2000 By /S/ JAMES J. HARPER ------------- --------------------- James J. Harper Vice President and Controller (Chief Accounting Officer)