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 quarterly period ended March 31, 1998
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 1-14508
KEYSPAN ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
New York 11-3344628
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
One MetroTech Center, Brooklyn, New York 11201-3851
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code (718) 403-1000
NONE
(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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class of Common Stock Outstanding at May 8,1998
$.33 1/3 par value 51,323,656
KEYSPAN ENERGY CORPORATION AND SUBSIDIARIES
INDEX
Part I. Financial Information Page No.
Condensed Consolidated Balance Sheet -
March 31, 1998 and 1997, and September 30,
1997 3
Condensed Consolidated Statement of Income -
Three, Six and Twelve Months Ended March 31,
1998 and 1997 4
Condensed Consolidated Statement of Cash Flows -
Six and Twelve Months Ended March 31, 1998
and 1997 5
Notes to Condensed Consolidated Financial
Statements 6
Management's Discussion and Analysis of Results
of Operations and Financial Condition 12
Review of Independent Public Accountants 21
Report of Independent Public Accountants 22
Part II. Other Information
Item 1 - Legal Proceedings 23
Item 5 - Other Information 23
Item 6 - Exhibits and Reports on Form 8-K 24
Signature 25
2
KEYSPAN ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
====================================================================================================================================
March 31, March 31, September 30,
1998 1997 1997
(UNAUDITED) (UNAUDITED) (AUDITED)
====================================================================================================================================
(Thousands of Dollars)
Assets
Property
Utility, at cost $ 1,873,052 $ 1,805,878 $ 1,848,817
Accumulated depreciation (474,789) (440,122) (458,089)
Gas exploration and production, at cost 723,622 563,870 636,312
Accumulated depletion (256,457) (188,246) (216,423)
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1,865,428 1,741,380 1,810,617
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Equity Investments in Energy Businesses 105,504 156,884 166,833
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Current Assets
Cash and temporary cash investments 72,078 52,496 36,912
Accounts receivable 357,397 387,305 174,321
Allowance for uncollectible accounts (22,071) (22,555) (14,444)
Gas in storage, at average cost 30,434 19,841 94,695
Materials and supplies, at average cost 11,884 13,579 11,436
Prepaid gas costs - - 11,309
Other 34,420 23,972 33,886
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484,142 474,638 348,115
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Deferred Charges 180,438 120,862 171,625
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$ 2,635,512 $ 2,493,764 $ 2,497,190
====================================================================================================================================
Capitalization and Liabilities
Capitalization
Common stock, $.33 1/3 par value , authorized
210,000,000; outstanding 51,242,044,
50,206,012 and 50,767,041 shares, respectively stated $ 588,174 $ 559,703 $ 572,457
Retained earnings 495,367 444,346 396,586
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Total common equity 1,083,541 1,004,049 969,043
Preferred stock - 6,300 -
Long-term debt 782,131 724,551 745,091
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1,865,672 1,734,900 1,714,134
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Current Liabilities
Accounts payable 110,052 122,792 142,725
Dividends payable 19,228 18,831 18,490
Commercial paper and Notes payable 31,979 43,000 64,211
Taxes accrued 38,371 68,618 4,602
Customer deposits 23,946 23,177 22,829
Customer budget plan credits - - 15,956
Interest accrued and other 40,493 32,946 50,629
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264,069 309,364 319,442
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Deferred Credits and Other Liabilities
Federal income tax 288,881 290,225 290,458
Unamortized investment tax credits 18,505 19,493 19,004
Other 101,393 57,676 69,003
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408,779 367,394 378,465
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Minority Interest in Subsidiary Company 96,992 82,106 85,149
- ------------------------------------------------------------------------------------------------------------------------------------
$ 2,635,512 $ 2,493,764 $ 2,497,190
====================================================================================================================================
See accompanying notes to condensed consolidated financial statements.
3
KEYSPAN ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
====================================================================================================================================
Three Months Six Months Twelve Months
Ended March 31, Ended March 31, Ended March 31,
1998 1997 1998 1997 1998 1997
====================================================================================================================================
(Thousands of Dollars, Except Per Share Data)
Operating Revenues
Gas sales and transportation $ 485,982 $ 547,757 $ 879,329 $ 953,239 $ 1,240,018 $ 1,338,708
Other retail services 16,369 11,630 34,305 24,275 59,508 36,979
Gas production and other 33,706 29,895 74,370 58,494 130,473 97,142
- ------------------------------------------------------------------------------------------------------------------------------------
536,057 589,282 988,004 1,036,008 1,429,999 1,472,829
Operating Expenses
Cost of gas 212,784 266,233 396,005 465,539 524,650 627,234
Operation and maintenance 108,264 108,388 212,559 208,495 422,556 427,337
Depreciation and depletion 33,609 25,051 67,396 50,033 128,543 92,920
General taxes 49,218 53,625 91,627 95,064 150,006 148,724
Federal income tax 42,870 43,130 70,218 66,564 58,268 45,577
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Income 89,312 92,855 150,199 150,313 145,976 131,037
Other Income (Expense)
Income from equity investments 2,816 944 5,599 3,234 18,005 13,274
Gain on sale of properties and interests - - 8,993 - 22,672 51,597
Other, net 1,580 (461) 4,168 (1,238) 3,613 3,265
Federal income tax (860) (209) (4,953) (1,092) (11,527) (18,896)
Minority interest in earnings of subsidiary (1,656) (1,961) (4,620) (3,544) (7,708) (3,544)
- ------------------------------------------------------------------------------------------------------------------------------------
Income Before Interest Charges 91,192 91,168 159,386 147,673 171,031 176,733
Interest Charges
Long-term debt 9,224 9,253 18,708 19,798 37,427 42,581
Other 1,622 1,594 3,785 2,753 7,102 5,324
- ------------------------------------------------------------------------------------------------------------------------------------
Net Income 80,346 80,321 136,893 125,122 126,502 128,828
Dividends on Preferred Stock - 78 - 157 135 316
- ------------------------------------------------------------------------------------------------------------------------------------
Income Available for
Common Stock $ 80,346 $ 80,243 $ 136,893 $ 124,965 $ 126,367 $ 128,512
====================================================================================================================================
Basic and Diluted Earnings
Per Share of Common Stock $ 1.57 $ 1.60 $ 2.68 $ 2.50 $ 2.49 $ 2.58
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends Declared Per Share
of Common Stock $ 0.375 $ 0.365 $ 0.75 $ 0.73 $ 1.48 $ 1.44
- ------------------------------------------------------------------------------------------------------------------------------------
Average Common Shares
Outstanding 51,138,310 50,117,504 51,015,194 50,029,547 50,716,616 49,836,765
====================================================================================================================================
See accompanying notes to condensed consolidated financial statements.
4
KEYSPAN ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
====================================================================================================================================
Six Months Twelve Months
Ended March 31, Ended March 31,
1998 1997 1998 1997
====================================================================================================================================
(Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 136,893 $ 125,122 $ 126,502 $ 128,828
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and depletion 69,488 51,864 131,687 96,488
Deferred Federal income tax 2,925 5,149 5,217 40,839
Gain on sale of properties and investments (8,917) - (24,969) (51,597)
Income from equity investments (5,599) (3,234) (18,005) (13,274)
Dividends from equity investments 4,963 1,893 15,956 10,437
Change in balance sheet accounts:
Accounts receivable, net (174,742) (219,812) 12,425 24,895
Accounts payable (21,993) (7,869) (4,640) (19,520)
Gas inventory and prepayments 75,570 83,917 (10,593) (3,700)
Other 37,030 82,560 5,819 13,901
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Cash provided by operating activities 115,618 119,590 239,399 227,297
- ------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 15,367 9,866 28,471 22,415
Proceeds from sale of subsidiary stock - - - 101,041
Commercial paper and Notes payable, net (32,232) 55,538 (11,021) 42,899
Increase in long-term debt 38,000 - 182,500 -
Repayment of debt and preferred stock (1,000) (300) (131,600) (300)
Dividends paid (38,395) (36,749) (75,414) (72,246)
- ------------------------------------------------------------------------------------------------------------------------------------
Cash provided by (used in) financing activities (18,260) 28,355 (7,064) 93,809
- ------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures (excluding allowance
for equity funds used during construction) (134,706) (141,214) (279,320) (366,177)
Proceeds from sale of investments 101,882 - 95,156 26,938
Other (29,368) 3,844 (28,589) 26,413
- ------------------------------------------------------------------------------------------------------------------------------------
Cash used in investing activities (62,192) (137,370) (212,753) (312,826)
- ------------------------------------------------------------------------------------------------------------------------------------
Change in Cash and Temporary Cash Investments 35,166 10,575 19,582 8,280
Cash and Temporary Cash Investments at Beginning of Period 36,912 41,921 52,496 44,216
Cash and Temporary Cash Investments at End of Period $ 72,078 $ 52,496 $ 72,078 $ 52,496
- ------------------------------------------------------------------------------------------------------------------------------------
Temporary cash investments are short-term marketable securities purchased with maturities of three months or less that are
carried at cost which approximates their fair value.
Supplemental disclosures of cash flows
Income taxes $ 54,200 $ 17,000 $ 83,200 $ 26,445
Interest $ 23,970 $ 25,593 $ 44,662 $ 53,146
====================================================================================================================================
See accompanying notes to condensed consolidated financial statements.
5
KEYSPAN ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The financial statements presented herein reflect the
reorganization of Brooklyn Union and its subsidiaries into a
holding company structure under the name KeySpan Energy
Corporation on September 29, 1997.
In the opinion of the Company, the accompanying unaudited
Condensed Consolidated Financial Statements contain all
adjustments necessary to present fairly the financial position
of the Company as of March 31, 1998 and 1997, and the results
of operations for the three, six and 12 month periods ended
March 31, 1998 and 1997, and cash flows for the six and 12
month periods ended March 31, 1998 and 1997. Certain
reclassifications were made to conform prior period financial
statements with the current period financial statement
presentation. All other adjustments were of a normal,
recurring nature.
As permitted by the rules and regulations of the Securities
and Exchange Commission, the Condensed Consolidated Financial
Statements do not include all of the accounting information
normally included with financial statements prepared in
accordance with generally accepted accounting principles.
Accordingly, the Condensed Consolidated Financial Statements
should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1997.
This document contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934,
as amended. For any of these statements, the Company claims
the protection of the safe harbor for forward-looking
information contained in the Private Securities Litigation
Reform Act of 1995, as amended.
The gas distribution business is influenced by seasonal
weather conditions. Annual revenues are substantially realized
during the heating season (November 1 to April 30) as a result
of the large proportion of heating sales, primarily
residential, compared with total sales. Accordingly, results
of operations historically are most favorable in the second
quarter (three months ended March 31) of the Company's fiscal
year, with results of operations being next most favorable in
the first quarter. Results for the third quarter are
marginally unprofitable, and losses are usually incurred in
the fourth quarter. Therefore, the interim Condensed
Consolidated Statement of Income should not be taken as a
prediction for any future period.
6
The utility tariff contains a weather normalization adjustment
that largely offsets shortfalls or excesses of firm net
revenues during a heating season due to variations from
normal weather.
2. ENVIRONMENTAL MATTERS
Historically, Brooklyn Union or predecessor entities owned or
operated a number of former manufactured gas plant (MGP)
sites. These sites have been identified for the New York State
Department of Environmental Conservation (DEC) for inclusion
on appropriate waste site inventories. In certain circum-
stances, former MGP sites can give rise to environmental
cleanup responsibilities for Brooklyn Union and successor
companies.
Brooklyn Union has several former MGP sites that probably will
require investigation and /or potentially remediation. Two of
the sites are under administrative consent orders (ACO) with
the DEC which compel investigation and cleanup. As of this
time, the final end uses for the sites and the acceptable
remediation goals have not been determined pursuant to the
terms of the ACOs. Further investigation at the other sites
will be necessary before determinations can be made regarding
the need or scope of potential remediation.
At the current time, Brooklyn Union estimates that the minimum
cost for investigation and, where applicable, remediation for
the several sites is $49.1 million. The actual environmental
costs for the MGP sites may vary substantially depending upon
remediation experience, end uses for the sites, and final
remediation goals.
The current utility rate plan provides, among other things,
that if the total cost of investigation and remediation varies
from that which is specifically estimated for a site under
remediation and/or investigation, then Brooklyn Union will
retain or absorb up to 10% of the variation. Expenditures to
date are $7.9 million.
Periodic discussions with insurance carriers and third parties
for reimbursement of some portion of remediation and
investigation cost continues.
7
3. REGULATORY ASSETS
Brooklyn Union is subject to the provisions of Statement of
Financial Accounting Standards (SFAS) No. 71, "Accounting for
the Effects of Certain Types of Regulation". Regulatory
assets arise from the allocation of costs and revenues to
accounting periods for utility ratemaking purposes differently
from bases generally applied by nonregulated companies.
Regulatory assets are recognized in accordance with SFAS-71.
With the exception of net tax regulatory assets, all other
assets and liabilities created by the ratemaking process are
immaterial. Accordingly, at March 31, 1998, there was a net
tax regulatory asset of $67.7 million compared to a net tax
regulatory asset of $74.1 million at March 31, 1997. In
addition, there was an environmental regulatory asset of $18
million with corresponding regulatory credits.
In the event that the provisions of SFAS-71 were no longer
applicable, the Company estimates that the related write-off
could result in a charge to net income of approximately $55.7
million (excluding corresponding credits) which would be
classified as an extraordinary item.
4. COMBINATION WITH LONG ISLAND LIGHTING COMPANY (LILCO
TRANSACTION)
AMENDED AGREEMENT WITH LILCO
On December 29, 1996, Brooklyn Union and LILCO entered into an
Agreement and Plan of Exchange (LILCO Agreement), pursuant to
which the companies would become wholly owned subsidiaries of
a new holding company (LILCO Transaction). The LILCO
Agreement was amended and restated to reflect certain
technical changes as of February 7, 1997 and June 26, 1997.
Further, as the result of Brooklyn Union's reorganization into
holding company form on September 29, 1997, the Company was
assigned all of Brooklyn Union's rights in and to, and assumed
all of the obligations of Brooklyn Union, under the Amended
LILCO Agreement.
The LILCO Transaction was approved by both companies' boards
of directors and shareholders of both companies approved the
transaction on August 7, 1997. Under the terms of the LILCO
Transaction, as the result of a merger of the Company with a
newly-formed subsidiary of the new holding company, the
Company's common shareholders will receive one share of common
stock of the new holding company for each common share of the
Company that they currently own. Through a share exchange,
LILCO common shareholders will receive 0.880 of a share of the
new holding company's common stock for each share of LILCO
common stock that they currently own. (See LILCO Agreement
8
with Long Island Power Authority). The purchase method of
accounting will apply to the LILCO Transaction with LILCO
being the acquiring company.
The Amended LILCO Agreement contains certain covenants of the
parties pending the consummation of the LILCO Transaction.
Generally, the parties must carry on their businesses in the
ordinary course consistent with past practice.
The Company and LILCO expect to continue their respective
current dividend policies until completion of the LILCO
Transaction. It is anticipated that the new holding company
will set an initial annual dividend rate of $1.78 per share on
its common stock.
Following the announcement of the LILCO Agreement, Standard &
Poor's Ratings Services placed Brooklyn Union's corporate
credit and senior unsecured debt ratings of A, as well as
Brooklyn Union's A-1 commercial paper rating, on CreditWatch.
Similarly, Moody's Investors Service placed Brooklyn Union's
A1 senior unsecured and Prime-1 short-term ratings on review
for possible downgrade.
The LILCO Transaction is conditioned upon the receipt of all
required regulatory approvals and other conditions. On July
17, 1997, the Federal Energy Regulatory Commission (FERC)
approved the LILCO Transaction. By order dated February 5,
1998, the New York State Public Service Commission (PSC)
approved the transactions necessary to effect the combination
as well as the transfer of certain utility assets to the
newly-formed holding company and to shared services
organizations being established to provide general corporate
administrative services for the business units and affiliates
of the holding company. (See Management's Discussion and
Analysis of Results of Operations and Financial Condition,
"Utility Rate and Regulatory Matters", for further
information.)
Unaudited pro forma combined condensed financial information
for KeySpan Energy Corporation and Long Island Lighting
Company at March 31, 1998 and for the 12 months ended March
31, 1998 will be contained in the Company's Report on Form
8-K, to be filed with the Securities and Exchange Commission.
The LILCO Transaction is expected to be consummated on
May 28, 1998.
9
LILCO AGREEMENT WITH LONG ISLAND POWER AUTHORITY
(LIPA Transaction)
On June 26, 1997, LILCO and LIPA entered into definitive
agreements pursuant to which, after the transfer of LILCO's
gas distribution assets, non-nuclear electric generation
assets and certain other assets and liabilities (Transferred
Assets and Liabilities) to one or more newly-formed
subsidiaries of the new holding company (Transferee
Subsidiaries), LILCO's common and preferred stock will be sold
to LIPA for $2.4975 billion in cash. The LIPA Transaction was
approved by LILCO's shareholders on August 7, 1997. Upon
consummation of the LIPA Transaction, LIPA will own LILCO's
electric transmission and distribution system, its 18%
interest in the Nine Mile Point 2 Nuclear Power Station, and
its electric regulatory assets and liabilities, and will
assume or refinance approximately $339 million in preferred
stock and approximately $3.6 billion in long term debt. The
common and preferred stock transferred to consummate the LIPA
Transaction will be cancelled and will not represent an
interest in the new holding company or any of its
subsidiaries.
As part of the LIPA Transaction, the definitive agreements
contemplate that one or more subsidiaries of the newly-formed
holding company will enter into agreements with LIPA, pursuant
to which such subsidiaries will provide management and
operations services to LIPA with respect to the electric
transmission and distribution system, sell power generated by
the non-nuclear power plants to LIPA, and manage LIPA's fuel
and electric purchases and any off-system electric sales. In
addition, three years after the LIPA Transaction is
consummated, LIPA will have the right for a one year period to
acquire the non-nuclear generating assets. The purchase price
for such assets would be the fair market value at the time of
the exercise of the right, which value will be determined by
independent appraisers.
On July 16, 1997, the New York State Public Authorities
Control Board (PACB) unanimously approved the definitive
agreements related to the LIPA Transaction subject to the
following conditions: (1) within one year, LIPA must establish
a plan for open access to the electric distribution system;
(2) LIPA may not purchase the generating facilities, as
contemplated in the generation purchase right agreement, at a
price greater than book value; (3) the holding company formed
in connection with the LIPA Transaction (or the LILCO
Transaction) must agree to invest, over a ten year period, at
least $1.3 billion in energy-related and economic development
projects, and natural gas infrastructure projects on Long
Island; (4) LIPA will guarantee that, over a ten year period,
10
average electric rates will be reduced by no less than 14%
when measured against LILCO's rates today. As part of this
guarantee, no less than 2% cost savings to LIPA customers must
result from the savings attributable to the LILCO Transaction;
and (5) LIPA will not increase average customer rates by more
than 2 1/2% over a 12 month period without approval of the
Public Service Commission.
In March 1998, the Internal Revenue Service issued a private
letter ruling confirming certain matters in connection with
the LIPA Transaction, including the fact that the proceeds
realized by LILCO's shareholders from the sale of stock to
LIPA will not be subject to capital gains taxes. The IRS also
ruled that the bonds LIPA plans to issue would be tax-exempt,
and the interest to the bondholders not subject to federal
income tax. On January 20, 1998, LILCO filed an application
with the PSC for approval of the transfer of the Transferred
Assets and Liabilities from LILCO to the Transferee
Subsidiaries, which application was approved by order dated
May 2, 1998. At its session held on February 11, 1998, the
FERC approved the LIPA Transaction.
11
KEYSPAN ENERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Operating Results
The following is a summary of items affecting comparative earnings
and a discussion of the material changes in revenues and expenses
during the following periods:
(1) Three Months ended March 31, 1998 vs. Three Months ended
March 31, 1997.
(2) Six Months ended March 31, 1998 vs. Six Months ended March 31,
1997.
(3) Twelve Months ended March 31, 1998 vs. Twelve Months ended
March 31, 1997.
Earnings
Consolidated earnings for the second quarter ended March 31, 1998
were $80.3 million, or $1.57 per share, compared to $80.2 million,
or $1.60 per share, in last year's second quarter. Core utility
operations contributed $1.58 per share to quarterly earnings,
compared to $1.57 per share in the second quarter a year ago.
Operating results were adversely affected by extremely warm
weather, which was 19.4% warmer than normal.
Utility results reflect continued reduction of operating costs,
which made up for revenue shortfalls due to the warm weather. The
energy-related investment group contributed 7 cents per share to
quarterly earnings, compared to 6 cents per share in last year's
second quarter. Earnings from gas production operations of The
Houston Exploration Company (THEC) and our investment in the
Iroquois Gas Transmission System were slightly higher despite the
warm weather throughout the country. Earnings from our investment
in the Premier Transco Pipeline in Northern Ireland are on target.
We have a 24.5% interest in the pipeline and a similar interest in
Phoenix Natural Gas, which is expanding and refurbishing the gas-
distribution system that serves the City of Belfast.
In the quarter ended March 31, 1998, the energy marketing group
showed a loss of 7 cents per share, compared to a loss of 3 cents
per share in last year's second quarter. Margins on sales to
retail customers continue to be depressed in today's highly
competitive commodity markets. Gas sales by KeySpan Energy
Services Inc. resulted in a loss in this year's second quarter.
Operating results of KeySpan Appliance Service Inc. and KeySpan
Energy Management Inc. were on target. We are positioned to
realign our operations in order to take full advantage of
opportunities to increase sales in more profitable market segments.
12
Consolidated earnings in the 12 months ended March 31, 1998 were
$126.4 million, or $2.49 per share, compared to $128.5 million, or
$2.58 per share, in the 12 months ended March 31, 1997. Utility
operations in the 12 months ended March 31, 1998 were 15 cents per
share ahead of last year's comparable period despite the effects of
warmer weather. Earnings from our non-regulated energy operating
groups were ahead by 3 cents per share. Results in the 12 months
ended March 31, 1998 included non-recurring net gains of 25 cents
per share, compared to similar gains of 52 cents per share in the
12 months ended March 31, 1997.
The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS
No. 128) during fiscal 1997. The Company adopted SFAS No. 128
beginning October 1, 1997 and there was no difference between basic
and diluted earnings per share amounts as computed in accordance
with the requirements of SFAS No. 128.
Utility firm gas and transportation sale volumes for the second
quarter of fiscal 1998, which was 19.4% warmer than normal, were
52,973 MDTH, compared to 58,188 MDTH in last year's second quarter,
which was 6.4% warmer than normal. Total gas throughput, which
includes sales to interruptible and off-system customers, was
71,949 MDTH for the second quarter of fiscal 1998, compared to
77,259 MDTH in last year's second quarter. Total gas throughput,
for the 12 months ended March 31, 1998 was 192,186 MDTH, compared
to 189,345 MDTH for the corresponding 12 month period a year ago.
Net sales revenues (gas sales and transportation revenues less cost
of gas) decreased $8.3 million and $4.4 million for the three and
six months ended March 31, 1998 compared to the corresponding
periods last year, due to the effects of significantly warmer-than-
normal weather. Net sales revenues increased $3.9 million for the
twelve months ended March 31, 1998 compared to the comparable
period last year. The increase reflected increased transportation
service revenues offset in part by lower firm sales due to the
comparatively warmer than normal weather.
A significant market for off-system gas sales, transportation and
other services has developed as a result of deregulation. These
sales and services reflect optimal use of available pipeline
capacity in balancing on-system requirements to core customers with
off-system services to increase total margins. For the 12 months
ended March 31, 1998, gas and transportation sales and services to
off-system and interruptible customers amounted to 59,199 MDTH
compared with 52,775 MDTH for the corresponding period in 1997.
13
Risk Management
The Company's utility and gas exploration and production
subsidiaries employ derivative financial instruments, such as
natural gas and oil futures, options and swaps, for the purpose of
hedging exposure to commodity price risk. The value at risk of the
related positions as measured by the maximum adverse price movement
in a single day is not material.
The utility tariff applicable to certain large-volume customers
permits gas to be sold at prices established monthly within a
specified range expressed as a percentage of prevailing alternate
fuel oil prices. Brooklyn Union uses standard New York Mercantile
Exchange futures contracts to fix profit margins on specified
portions of the sales to this market in line with pricing
objectives.
With respect to natural gas production operations, our subsidiary,
The Houston Exploration Company, Inc. (THEC) generally uses options
to establish collars and swaps to hedge the price risk related to
known production plans and capabilities. These instruments include
a fixed price/volume and are structured as both straight and
participating swaps. In all swap instruments, THEC pays the
counterparties the amount by which the floating variable price
(settlement price) exceeds the fixed price and receives the amount
by which the settlement price is below the fixed price.
The Company's subsidiaries are exposed to credit risk in the event
of nonperformance by counterparties to derivative contracts, as
well as nonperformance by the counterparties of the transactions
against which they are hedged. The Company believes that the
credit risk related to the futures, options and swap instruments is
no greater than that associated with the primary commodity
contracts which they hedge, as the instrument contracts are with
major investment grade financial institutions, and that elimination
of the price risk lowers the Company's overall business risk.
Gas Production Revenues
Gas production and other revenues increased in the current periods
as compared with the corresponding periods last year, principally
due to the acquisition of gas and oil properties by THEC in July
and September 1996. Gas production for the three and six month
periods ended March 31, 1998 was 15.4 BCFe and 30.9 BCFe,
respectively. Gas production for the three and six month periods
ended March 31, 1997 was 10.8 BCFe and 21.1 BCFe, respectively.
For the 12 months ended March 31, 1998, gas production was 56 BCFe,
compared with 36.1 BCFe in the 12 months ended March 31, 1997. The
effective price (average wellhead price received for production
including realized gains and losses) was $2.13 per MCF in the
second quarter of fiscal 1998 compared with $2.30 per MCF in the
second quarter of 1997. The average wellhead price was $2.06 per
MCF in the current quarter compared with $2.77 per MCF in the
second quarter of 1997. The effective prices in the 12 months ended
March 31, 1998 and 1997 were $2.21 and $1.83 per MCF, respectively.
14
THEC uses the full cost method of accounting for its investment in
natural gas and oil properties. Under the full cost method of
accounting, all costs of acquisition, exploration and development
of natural gas and oil reserves are capitalized into a "full cost
pool" as incurred, and properties in the pool are depleted and
charged to operations using the unit-of-production method based on
the ratio of current production to total proved natural gas and oil
reserves. To the extent that such capitalized costs (net of
accumulated depreciation, depletion and amortization) less deferred
taxes exceed the present value (using a 10% discount rate) of
estimated future net cash flows from proved natural gas and oil
reserves and the lower of cost or fair value of unproved
properties, such excess costs are charged to operations. If a
write-down is required, it would result in a charge to earnings but
would not have an impact on cash flows from operating activities.
Once incurred, a write-down of oil and gas properties is not
reversible at a later date even if oil and gas prices increase.
As of March 31, 1998, THEC estimates, using prices in effect as of
such date, that the ceiling limitation imposed under full cost
accounting rules on total capitalized natural gas and oil property
costs exceeded actual capitalized costs. Natural gas prices
declined substantially in the second quarter of 1998 from prices in
effect during the first quarter. If prices continue to decline,
THEC may be required to write down the carrying value of its
natural gas and oil properties depending upon prices and the
results of drilling programs during the third quarter of fiscal
1998.
Consolidated Expenses
Operation and maintenance expense for the quarter and period ended
March 31, 1998 remained flat as compared to the corresponding
periods last year. This expense reflects the comparatively warmer
weather and ongoing cost-reduction efforts in gas distribution,
offset by increased production operations of THEC and market
development costs of energy marketing subsidiaries. The comparative
expense in the 12 months ended March 31, 1998 decreased by $4.8
million from the corresponding period last year. Results for the
12 months ended March 31, 1997 reflected colder weather and
included a reorganization charge of $12 million ($7.8 million,
after taxes) incurred by THEC.
The increase in depreciation and depletion expense in the current
periods reflects higher depletion charges at THEC due to increased
gas production.
15
General taxes principally include State and City taxes on utility
revenues and property. The applicable property base generally has
increased and the related valuations for assessment of utility
franchise taxes was increased. Taxes based on revenues reflect the
variations in utility revenues each year.
Federal income tax expense reflects changes in pre-tax income. The
effective tax rate for the 12 months ended March 31, 1998 was 36%,
reflecting the non-deductibility for tax purposes of certain
organization expenses.
Interest charges for the 12 months ended March 31, 1998 primarily
reflect lower utility interest costs due to debt refunding. Other
interest charges principally include carrying charges related to
regulatory settlement items and reflect interest charges related to
commercial paper borrowings for general corporate purposes.
Other income includes results from investments in energy services
which reflect increased earnings. Other income for the 12 months
ended March 31, 1998 includes gains on the sale of our domestic
cogeneration investment and the sale of residual interests in
Canadian assets. Other income for the 12 months ended March 31,
1997 includes the gains on the sale of subsidiary stock of $35.4
million ($23 million, after taxes) and the sale of a Canadian gas
processing plant of $16.2 million ($10.5 million, after taxes).
In September 1997, all outstanding shares of 4.60% Cumulative
Preferred Stock were redeemed. Prior to the redemption, dividends
reflect reductions in the number of shares outstanding due to
sinking fund requirements.
Financial Condition and Dividends
Cash flow from operating activities continues to reflect stable
growth notwithstanding differences caused by weather and the timing
of payments of a general corporate nature, which adversely affected
cash flow in the quarter ended March 31, 1998.
At March 31, 1998, the Company had available bank lines of credit
of $100 million, which lines secure the issuance of commercial
paper. The lines of credit are available to the Company and its
principal subsidiary, Brooklyn Union. In addition THEC has an
available line of credit of $135 million. During the quarter ended
March 31, 1998, THEC issued $100 million of 8.58% Senior
Subordinated Notes due 2008. These notes will be subordinate to
borrowings under THEC's line of credit.
Pursuant to the PSC order dated February 5, 1998 approving the
LILCO Transaction, Brooklyn Union's ability to pay dividends to the
Company is conditioned upon maintenance of a utility capital
structure with debt not exceeding 55% of total utility
capitalization. The principal source of funding for the Company is
16
dividend payments from Brooklyn Union. The Company and LILCO
expect to continue their respective current dividend policies until
completion of the LILCO Transaction. It is anticipated that the
new holding company will set an initial dividend rate of $1.78 per
share of its common stock. (See Notes to the Condensed
Consolidated Financial Statements, Note 4., "Combination with Long
Island Lighting Company", for additional information.)
Utility Rate and Regulatory Matters
Proposed LILCO Transaction
In 1997, the Company and LILCO filed a joint petition with the PSC
seeking PSC approval, under section 70 of the New York Public
Service Law, of the LILCO Agreement by which the Company and LILCO
each would become subsidiaries of a newly-formed holding company.
(See Notes to the Condensed Consolidated Financial Statements, Note
4., "Combination with Long Island Lighting Company".) In addition,
the petition called for $1.0 billion of efficiency savings,
excluding gas costs, attributable to operating synergies that are
expected to be realized over the 10 year period following the
combination, be allocated to ratepayers net of transaction costs.
In December 1997, Brooklyn Union, LILCO, the Staff of the
Department of Public Service and six other parties entered into a
Settlement Agreement (Stipulation) resolving all issues among them
in the proceeding. Hearings on the Stipulation were held in
January 1998 and, by order dated February 5, 1998, the PSC
approved the Stipulation. Under the Stipulation, effective on the
date of the consummation of the LILCO Transaction, Brooklyn Union's
base rates to core customers will be reduced by $23.866 million
annually. In addition, effective in the fiscal year in which the
LILCO Transaction is consummated, Brooklyn Union will be subject to
an earnings sharing provision pursuant to which it will be required
to credit core customers with 60% of any utility earnings up to 100
basis points above certain threshold returns on equity levels over
the term of the rate plan (other than any earnings associated with
discrete incentives) and 50% of any utility earnings in excess of
100 basis points above such threshold levels. The threshold levels
are 13.75% in fiscal year 1998, 13.50% in fiscal years 1999 through
2001, and 13.25% in fiscal year 2002. A safety and reliability
incentive mechanism will be implemented effective on the
consummation date of the LILCO Transaction, with a maximum 12 basis
point pretax return on equity penalty if Brooklyn Union fails to
achieve certain safety and reliability performance standards. With
the exception of the simplification of the customer service
performance standards, the Brooklyn Union rate plan approved by the
PSC in September 1996 remains unchanged. Any gas cost savings
allocable to Brooklyn Union resulting from the LILCO Transaction
will be reflected in rates to utility customers as those savings
are realized. Also under the Stipulation, LILCO's base gas rates
were reduced by $12.175 million annually effective on February 5,
1998, and further will be reduced by $6.253 million effective on
the date of consummation of the LILCO Transaction. The Stipulation
defers action on the pending LILCO electric rate plan until no
earlier than July 1, 1998.
17
The Stipulation also eliminates or relaxes many restrictions
contained in the settlement agreement of September 1996 in such
areas as affiliate transactions; use of the name and reputation of
Brooklyn Union by unregulated affiliates; common officers of the
holding company, the utility subsidiaries and unregulated
subsidiaries; dividend payment restrictions; and the composition of
the Board of Directors of Brooklyn Union.
Appliance Service
On April 4, 1997, the PSC issued its "Order Concerning Gas
Appliance and Repair Service" by which it determined that
non-safety related appliance repair service, other than minor
adjustments, should not be performed by regulated gas utilities.
In compliance with the order, Brooklyn Union filed tariff revisions
with the PSC, which became effective on October 1, 1997, and also
filed an application seeking PSC approval to transfer certain
assets related to the conduct of the non-safety related appliance
repair business to a subsidiary that would conduct and carry on
that business after the PSC's approval is secured. On February 5,
1998, as part of the Settlement Agreement in the proceeding
governing the LILCO Transaction (see Financial Condition and
Dividends above), the PSC approved the terms of the asset transfers
as well as the procedures by which the Company would assign
unexpired service contracts to the newly-formed appliance repair
subsidiary. In April 1998, Brooklyn Union "spun-off" its appliance
repair activities to KeySpan Appliance Service Inc., a wholly-
owned, non-regulated subsidiary of the Company.
Customer Fixed Price Option
On June 5, 1997, the PSC issued an order entitled "Order Requiring
the Filing of Proposals to Ameliorate Gas Price Volatility and
Requesting Comments" (Order). The Order required each New York
State local distribution company to submit proposals for a fixed
price option to be available for use by customers effective with
the 1997-98 heating season.
As a result of this Order, Brooklyn Union made available to gas
sales customers, except residential non-heating customers, seasonal
off-peak and large volume customers, a fixed price option, for the
period December 1997 through April 1998. Any incremental costs
that may be incurred as a result of the program will be recovered
from customers in the following year.
18
Industry Restructuring Proceedings
The PSC has set forth a policy framework to guide the transition of
New York State's gas distribution industry in the deregulated gas
industry environment. Beginning on May 1, 1996, customers in the
small-volume market were given the option to purchase their gas
supplies from sources other than Brooklyn Union, the gas
transporter. Large-volume customers had this option for a number
of years. In addition to transporting gas that customers purchase
from marketers, utilities will provide billing, meter reading and
other services for aggregate rates that match the distribution
charge reflected in otherwise applicable sales rates to supply
these customers. The PSC placed a voluntary limit on the amount of
gas a utility would be obligated to transport in its core market
under aggregation programs to 5% of total core sales in each of the
next three years, with no more than 25% of any one service class
permitted to convert to transportation service.
In September, as part of the restructuring proceeding of the gas-
distribution industry in New York, the Staff of the PSC issued a
position paper, "The Future of the Natural Gas Industry." Its
principal recommendations relate to gas supply and pipeline
capacity issues, specifically, the separation of the gas merchant
function from the distribution-transportation function as the most
effective way to establish a more competitive local gas market. A
five-year transition period was suggested in the Position Paper,
during which time local distribution companies would continue to
provide the bulk of the merchant function.
We conceptually support the recommendations made in the Position
Paper but in filed comments requested flexibility and customer
feedback before the PSC makes a final decision. Our response
addressed the need to establish principles regarding: system
reliability, recovery of prudently incurred costs, the obligation
to provide service to all firm customers, tax disparity among
suppliers and the obligation to be "supplier of last resort".
Brooklyn Union also indicated that legislative revisions were
required in order for the Staff recommendations to be implemented.
It is anticipated that the PSC will evaluate all comments to the
Position Paper before it makes specific recommendations.
Environmental Matters
The Company is subject to various Federal, State and local laws and
regulatory programs related to the environment. These environmental
laws govern both the normal, ongoing operations of the Company as
well as the cleanup of historically contaminated properties.
Ongoing environmental compliance activities, which historically
have not been material, are integrated with the Company's regular
operation and maintenance activities. As of March 31, 1998 the
Company had an accrued liability of $49.1 million representing
estimated costs associated with investigation and remediation at
former manufactured gas plant sites. (See Notes to Condensed
Consolidated Financial Statements, Note 2., "Environmental
Matters".)
19
Computer Software, Year 2000 Issue
The Company has evaluated the extent to which modifications to its
computer software and database will be necessary to accommodate the
year 2000. The Company's computer systems are generally based on
two digits and will require some additional programming to
recognize the start of the new millennium. In 1996, the Emerging
Issues Task Force of the Financial Accounting Standards Board
reached a consensus, EITF Issue No. 96-14, that internal and
external costs specifically associated with modifying internal-use
computer software for the year 2000 should be charged to expense as
incurred. The Company estimates the cost of future modifications,
which are expected to be made over the next two years, to be
approximately $4.0 million. No estimate can be made of the effect,
if any, of Year 2000 problems on suppliers and service providers.
New Financial Accounting Standards
The Financial Accounting Standards Board issued the following
accounting standards: Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" (SFAS No. 130); and
Statement of Financial Accounting Standards No. 131, "Disclosure
about Segments of an Enterprise and Related Information" (SFAS No.
131). The Company will adopt SFAS No. 130 and SFAS No. 131 in its
next fiscal year. The Company does not expect any material effect
from the adoption of these statements.
20
REVIEW OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has performed reviews in accordance with
standards established by the American Institute of Certified Public
Accountants of the Condensed Consolidated Financial Statements for
the periods set forth in their report shown on page 22.
21
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To KeySpan Energy Corporation:
We have reviewed the accompanying condensed consolidated balance
sheets of KeySpan Energy Corporation (a New York corporation) and
subsidiaries as of March 31, 1998 and 1997, and the related
condensed consolidated statements of income for the three, six and
twelve month periods ended March 31, 1998 and 1997, and the
condensed consolidated statements of cash flows for the six and
twelve month periods ended March 31, 1998 and 1997. 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 conducted 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 the financial statements referred to above
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 consolidated
statement of capitalization of KeySpan Energy Corporation and
subsidiaries as of September 30, 1997, and the related consolidated
statements of income, retained earnings, and cash flows for the
year then ended (not presented herein) and, in our report dated
October 22, 1997, 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 September 30, 1997 is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which
it has been derived.
ARTHUR ANDERSEN LLP
New York, New York
April 30, 1998
22
Part II. Other Information
Item 1. Legal Proceedings
The Company and its subsidiaries have from time to time been named
as defendants in various legal proceedings. In the opinion of
management, the ultimate disposition of currently asserted claims
will not have a materially adverse impact on the Company's
consolidated financial position or results of operations.
Item 5. Other Information
The Houston Exploration Company Acquisition
In April 1998, THEC acquired certain natural gas and oil properties
located onshore in South Louisiana, representing 41 Bcfe of net
proved reserves and containing approximately 64 producing wells
(the "South Louisiana Acquisition"). The average net production in
March 1998 attributable to such properties was approximately 12.5
Mmcfe per day, net to THEC's interest. The properties were
acquired for $53.9 million excluding minor incidental
reimbursements to THEC.
Public Service Commission Show Cause Order
By order dated February 13, 1998, the Commission required Brooklyn
Union to show cause why an individually negotiated contract, that
became effective in May 1992, for gas transportation service to
KIAC Partners, which operates an electric cogeneration, central
heating and refrigeration and thermal distribution facility at the
John F. Kennedy International Airport in Brooklyn Union's service
territory, is just and reasonable. In its order, the Commission
expressed concern over (a) the balancing provisions of the
contract, (b) the fact that the contract had no provision to deal
with the contingency that a proposed interstate pipeline project,
which posed a physical bypass threat justifying an individually
negotiated contract in this case, would not be built, and the
fact that actual margin revenues from the rendition of service to
KIAC have been below margins originally forecast. In the order the
Commission also noted that if the contract is determined not to be
in the public interest, "the question of whether Brooklyn Union's
customers are entitled to a portion of the proceeds" realized by
Brooklyn Union from its recent sale of its equity interest in Gas
Energy Inc., which through special purpose subsidiaries owns 50% of
the equity of KIAC Partners, "becomes especially relevant". By
response filed with the Commission on May 8, 1998, Brooklyn Union
submitted evidence that the contract with KIAC was in all respects
just, reasonable and in the public interest when it was entered
into, and remains so today, and argued that the Commission has no
authority either to alter the KIAC contract with retroactive effect
or to appropriate any of the proceeds realized by Brooklyn Union
from its sale of Gas Energy Inc. The Company is unable to predict
the outcome of this proceeding.
23
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Statement re computation of per share earnings.
(15) Letter re unaudited interim financial information.
(27) Financial data schedule.
(b) Reports on Form 8-K
The Company will file a report on Form 8-K providing
disclosure applicable to the unaudited pro forma combined
condensed financial information for the Company and Long
Island Lighting Company at March 31, 1998 and for the 12
months ended March 31, 1998.
24
KEYSPAN ENERGY CORPORATION AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
behalf of the undersigned thereunto duly authorized.
KEYSPAN ENERGY CORPORATION
(Registrant)
Date May 14, 1998 s/ V.D. Enright
-------------------------
V.D. Enright
Senior Vice President,
Chief Financial Officer
and Chief Accounting
Officer
25