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
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EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-14161
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KEYSPAN GAS EAST CORPORATION
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(Exact name of Registrant as specified in its charter)
New York 11-3434848
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
175 East Old Country Road, Hicksville, New York 11801
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(Address of principal executive offices) (Zip Code)
(631) 755-6650
----------------
(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
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
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$.01 par value All Common stock, 100 shares, are held by
KeySpan Corporation
The registrant meets the conditions set forth in Generation Instruction
(H)(1)(a) and (b) of Form 10-Q and is therefore filing this form with the
reduced disclosure format.
<PAGE>
KEYSPAN GAS EAST CORPORATION
INDEX
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Part I. FINANCIAL INFORMATION Page No.
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Item 1. Financial Statements
Statement of Income -
Three and Six Months Ended June 30, 2000 and 1999 3
Balance Sheet -
June 30, 2000 and December 31, 1999 4
Statement of Cash Flows -
Three and Six Months Ended June 30, 2000 and 1999 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis Of Financial
Condition and Results of Operations 11
Part II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 16
2
<PAGE>
<TABLE>
STATEMENT OF INCOME
(Unaudited)
(IN THOUSANDS OF DOLLARS)
<CAPTION>
---------------------------------------------------------------------------------------------------------------
THREE MONTHS Three Months SIX MONTHS Six Months
ENDED Ended ENDED Ended
JUNE 30, 2000 June 30, 1999 JUNE 30, 2000 June 30, 1999
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES $ 118,582 $ 99,972 $ 417,241 $ 368,274
-------------- ------------ -------------- ---------------
OPERATING EXPENSES
Purchased gas 54,946 40,090 198,947 167,588
Operations and maintenance 31,791 24,648 73,434 53,122
Depreciation, depletion and
amortization 11,337 7,071 20,176 14,239
Operating taxes 19,866 18,319 47,157 44,492
-------------- ------------ -------------- ---------------
Total Operating Expenses 117,940 90,128 339,714 279,441
-------------- ------------ -------------- ---------------
OPERATING INCOME 642 9,844 77,527 88,833
OTHER INCOME 179 (8) 2,233 497
-------------- ------------ -------------- ---------------
INCOME BEFORE INTEREST
CHARGES AND INCOME TAXES 821 9,836 79,760 89,330
INTEREST CHARGES 12,527 13,189 24,727 26,658
INCOME TAXES (4,327) (1,169) 18,778 21,926
-------------- ------------ -------------- ---------------
NET INCOME (LOSS) $ (7,379) $ (2,184) $ 36,255 $ 40,746
============== ============ ============== ===============
</TABLE>
See accompanying Notes to the Financial Statements.
3
<PAGE>
<TABLE>
BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
<CAPTION>
----------------------------------------------------------------------------------------------------------
JUNE 30, 2000 December 31, 1999
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(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Customer accounts receivable $ 117,189 $ 122,889
Accounts receivable, intercompany 45,924 43,405
Other accounts receivable 118,929 117,738
Allowance for uncollectible accounts (10,478) (5,310)
Gas in storage, at average cost 48,665 72,741
Materials and supplies, at average cost 5,915 5,507
Other 614 1,445
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326,758 358,415
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PROPERTY
Gas 1,439,001 1,393,533
Accumulated depreciation (260,008) (245,956)
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1,178,993 1,147,577
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DEFERRED CHARGES
Regulatory assets 190,239 179,742
Deferred income tax 31,752 52,065
Other 1,143 373
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223,134 232,180
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TOTAL ASSETS $ 1,728,885 $ 1,738,172
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</TABLE>
See accompanying Notes to the Financial Statements.
4
<PAGE>
<TABLE>
BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
JUNE 30, 2000 December 31, 1999
----------------------------------------------------- ----- ---------------------------------------------------
(Unaudited) (Audited)
LIABILITIES AND CAPITALIZATION
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term debt $ - $ 397,000
Accounts payable and accrued expenses 136,809 142,481
Taxes accrued 9,350 5,005
Customer deposits 4,031 3,845
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150,190 548,331
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INTERCOMPANY ACCOUNTS PAYABLE, LONG-TERM 203,691 258,079
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DEFERRED CREDITS AND OTHER LIABILITIES
Regulatory liabilities 26,510 20,888
Operating reserves and other 83,262 81,896
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109,772 102,784
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CAPITALIZATION
Premium on capital stock 657,862 657,862
Retained earnings 31,466 (4,788)
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Total common shareholders' equity 689,328 653,074
Long-term debt 575,904 175,904
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TOTAL CAPITALIZATION 1,265,232 828,978
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TOTAL LIABILITIES AND CAPITALIZATION $ 1,728,885 $ 1,738,172
================ ================
</TABLE>
See accompanying Notes to the Financial Statements.
5
<PAGE>
<TABLE>
STATEMENT OF CASH FLOWS
(Unaudited)
(IN THOUSANDS OF DOLLARS)
<CAPTION>
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THREE MONTHS Three Months SIX MONTHS Six Months
ENDED Ended ENDED Ended
JUNE 30, 2000 June 30, 1999 JUNE 30, 2000 June 30, 1999
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss) $ (7,379) $ (2,184) $ 36,255 $ 40,746
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Depreciation and amortization 11,337 7,071 20,176 14,239
Deferred income tax 13,598 21,600 18,950 44,695
CHANGES IN ASSETS AND LIABILITIES
Accounts receivable 48,890 86,218 7,158 11,753
Materials and supplies and
gas in storage (33,972) (29,515) 23,668 28,018
Accounts payable and accrued expenses 15,382 (31,626) (1,327) (20,725)
Other (6,085) 9,964 (6,539) 236
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Net Cash Provided by Operating Activities 41,771 61,528 98,341 118,962
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INVESTING ACTIVITIES
Capital expenditures (25,058) (20,984) (46,953) (37,780)
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Net Cash (Used in) Investing Activities (25,058) (20,984) (46,953) (37,780)
--------------------------------------------------------------------------
FINANCING ACTIVITIES
Issuance of long-term debt - - 400,000 -
Repayment of long-term debt - - (397,000) -
Intercompany accounts payable
- long-term debt (16,713) (40,544) (54,388) (81,182)
--------------------------------------------------------------------------
Net Cash (Used in) Financing Activities (16,713) (40,544) (51,388) (81,182)
--------------------------------------------------------------------------
Net Increase in Cash and Cash Equivalents - - - -
==========================================================================
Cash and cash equivalents at
beginning of period $ - $ - $ - $ -
Net Increase in cash and cash equivalents - - - -
--------------------------------------------------------------------------
Cash and Cash Equivalents at $ - $ - $ - $ -
End of Period (See Note 5)
==========================================================================
</TABLE>
See accompanying Notes to the Financial Statements.
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
KeySpan Gas East Corporation, d/b/a KeySpan Energy Delivery Long Island (the
"Company") is a wholly owned subsidiary of KeySpan Corporation d/b/a KeySpan
Energy (the "Parent"). The Company provides gas distribution services to
approximately 478,000 customers in the Long Island counties of Nassau and
Suffolk and the Rockaway Peninsula of the Borough of Queens.
1. BASIS OF PRESENTATION
In the opinion of the Company, the accompanying unaudited Financial
Statements contain all adjustments necessary to present fairly the financial
position of the Company as of June 30, 2000, and the results of its
operations and cash flows for the three and six months ended June 30, 2000
and June 30, 1999. The accompanying financial statements should be read in
conjunction with the financial statements and notes included in the
Company's 1999 Annual Report on Form 10-K. Income from interim periods may
not be indicative of future results. Certain reclassifications were made to
conform prior period financial statements with the current period financial
statement presentation. Other than as noted, adjustments were of a normal,
recurring nature.
2. REVENUES
The gas distribution business is influenced by seasonal weather conditions.
Annual gas 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 for gas distribution operations historically are most
favorable in the three months ended March 31, with results of operations
being next most favorable in the three months ended December 31.
Historically, results for the quarters ended June 30 are marginally
profitable or unprofitable, and losses are generally incurred in the
quarters ended September 30.
The Company operates under a utility tariff that contains a weather
normalization adjustment that largely offsets shortfalls or excesses of firm
net revenues (i.e., revenues less gas costs and revenue taxes) during a
heating season due to variations from normal weather.
3. ENVIRONMENTAL MATTERS
The Company has identified nineteen manufactured gas plant ("MGP") sites
which were historically owned or operated by the Company (or its
predecessors). These former sites, some of which are no longer owned by the
Company, have been identified to the New York State Department of
Environmental Conservation ("DEC") for inclusion on appropriate waste site
inventories.
The Company presently estimates the cost of its MGP-related environmental
cleanup activities will be approximately $76 million; which amount has been
accrued by the Company as its current best estimate of its aggregate
environmental liability for known sites. The currently-known conditions of
the former MGP sites, their period and magnitude of operation, generally
observed cleanup
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requirements and costs in the industry, current land use and ownership, and
possible reuse have been considered in establishing contingency reserves.
The Company believes that in the aggregate, the accrued liability for
investigation and remediation of the MGP sites identified above are
reasonable estimates of likely cost within a range of reasonable,
foreseeable costs.
Eleven sites identified are currently the subject of Administrative Consent
Orders ("ACO") with the DEC and one identified site is subject to the
negotiation of an agreement under the DEC's Voluntary Clean-up Program. The
Company's remaining MGP sites may not become subject to ACOs in the future;
accordingly no liability has been accrued for these sites.
The current rate plan in effect provides for recovery of environmental
costs. At June 30, 2000, the Company has reflected a regulatory asset of
approximately $79 million. Expenditures incurred to date by the Company with
respect to MGP-related activities total $5.7 million.
4. ISSUANCE OF LONG-TERM DEBT
The Company filed a shelf registration statement with the Securities and
Exchange Commission ("SEC") in December 1999 for the issuance of up to $600
million of Medium Term Notes. On February 1, 2000, the Company issued $400
million 7.875% Notes due February 1, 2010. The net proceeds from the
issuance were used to repay the Parent for its costs in extinguishing $397
million of promissory notes due LIPA that matured in June 1999. The Medium
Term Notes are fully and unconditionally guaranteed by the Parent. At June
30, 2000, $200 million of Medium Term Notes remain available for issuance
under the shelf registration statement.
5. RELATED PARTY TRANSACTIONS
The Company engages in various transactions with affiliates of the Parent.
In addition, all cash collected from the Company's gas customers is
collected and held by the Parent's corporate and administrative subsidiary.
Further, all payments to third parties for Company payables, including
labor, are made by the Parent's corporate and administrative subsidiary on
behalf of the Company. The Company is also obligated to reimburse the Parent
for the Company's allocated share of principal and interest on the
promissory notes due to the Long Island Power Authority ("LIPA").
Accordingly, accrued interest related to these notes is recorded as an
intercompany payable. At June 30, 2000 and December 31, 1999, the Company
had current intercompany accounts receivable balances of $45.9 million and
$43.4 million respectively, from the Parent's corporate and administrative
subsidiary. These balances approximate twelve months of interest payments on
the Company's long-term debt outstanding at June 30, 2000 and December 31,
1999.
The balance of intercompany accounts payable amounted to $203.7 million and
$258.1 million at June 30, 2000 and December 31, 1999, respectively. These
balances reflect, primarily, the Company's allocated pension and other
postretirement liability due to the Parent, as well as natural gas purchases
and taxes payable.
8
<PAGE>
The Company incurs expenses related to services it provides to affiliates of
the Parent. These expenses are offset by intercompany billings to the
various affiliates of the Parent for which the Company provides such
services. Billings to various affiliates of the Parent amounted to $0.6
million and $1.0 million for the three and six months ended June 30, 2000,
respectively and $0.7 million and $1.5 million for the three and six months
ended June 30, 1999, respectively. These billings reduced operating expenses
in the accompanying Income Statement.
6. ACQUISITION OF EASTERN ENTERPRISES
On November 4, 1999, the Parent and Eastern Enterprises ("Eastern")
announced that the companies had signed a definitive merger agreement under
which the Parent will acquire all of the common stock of Eastern for $64.00
per share in cash, subject to adjustment. The Agreement and Plan of Merger
is included as an exhibit to the Parent's Form 8-K filed on November 5,
1999. The transaction has a total value of approximately $2.5 billion and
will be accounted for utilizing purchase accounting.
In connection with the merger, Eastern has amended its merger agreement with
EnergyNorth, Inc. ("EnergyNorth") to provide for an all cash acquisition by
Eastern of EnergyNorth shares at a price per share of $61.13, subject to
adjustment. The restructured EnergyNorth merger is expected to close
contemporaneously with the KeySpan/Eastern transaction. The EnergyNorth
transaction has a total value of approximately $250 million. Proforma
financial statements for the Eastern and EnergyNorth transactions are
included as an exhibit to the Parent's June 30, 2000 Form 10-Q.
Following the closing of these transactions, the Parent will become subject
to the regulation of the SEC as a registered holding company under the
Public Utility Holding Company Act of 1935, as amended. As such, the
corporate and financial activities of the Parent and its subsidiaries,
including such entities' ability to pay dividends, will be subject to SEC
regulation. The merger is conditioned upon the approval of the SEC.
Shareholders of both Eastern and EnergyNorth, as well as the New Hampshire
Public Utility Commission (with respect to Eastern's acquisition of
EnergyNorth) have approved the transactions. The Parent anticipates that the
transaction will be consummated in the fourth quarter of 2000, but is unable
to determine when or if the required SEC approval will be obtained.
Eastern owns and operates Boston Gas Company, Colonial Gas Company, Essex
Gas Company, Midland Enterprises Inc., Transgas Inc., and ServicEdge
Partners, Inc.
7. NEW FINANCIAL ACCOUNTING STANDARDS
In June 1999, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 137, "Accounting
for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of SFAS No. 133." SFAS No. 137 defers the effective date of
SFAS No. 133 to fiscal years beginning after July 15, 2000. The Company
will therefore adopt SFAS No. 133 in the first quarter of fiscal year 2001.
SFAS No. 133 establishes accounting
9
<PAGE>
and reporting standards for derivative instruments and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure
those instruments at fair value.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - An Amendment of FASB
Statement No 133." SFAS No. 138 amends the accounting and reporting
standards of SFAS No. 133 for a number of transactions. The most significant
amendment to SFAS 133 as it relates to the Company is that the normal
purchases and normal sales exception found in SFAS 133 may now be applied to
contracts that implicitly or explicitly permit net settlement, and contracts
that have a market mechanism to facilitate net settlement. Therefore, under
SFAS 138, the Company's gas procurement contracts are not considered
derivative financial instruments. As of June 30, 2000, the Company did not
have any derivative financial instruments.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NET REVENUES AND GAS SALES QUANTITIES
The table below highlights net revenues and sales quantity statistics for the
Company for the periods indicated.
<TABLE>
<CAPTION>
(IN THOUSANDS OF DOLLARS)
-----------------------------------------------------------------------------------------------------------------------------------
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 118,582 $ 99,972 $ 417,241 $ 368,274
Purchased gas 54,946 40,090 198,947 167,588
Revenue taxes 5,283 5,439 17,073 18,339
--------------------------------------------------------------------------------------------------------------------------------
Net Revenues 58,353 54,443 201,221 182,347
--------------------------------------------------------------------------------------------------------------------------------
Firm gas sales (MDTH) 9,519 8,261 36,398 33,502
Firm transportation (MDTH) 1,009 831 3,269 3,003
Transportation -
Electric Generation (MDTH) 17,845 20,923 30,631 29,411
Other sales (MDTH) 3,273 4,130 13,916 12,855
Warmer than normal 8.7% 14.2% 5.9% 9.1%
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
An MDTH is 10,000 therms (British Thermal Units) and reflects
the heating content of approximately one million cubic feet
of gas. A therm reflects the heating content of
approximately 100 cubic feet of gas.
Net gas revenues increased during the second quarter of 2000, compared to the
second quarter of last year, by $3.9 million or 7.2%. For the six months ended
June 30, 2000, net gas revenues increased by $18.9 million or 10.4% compared to
the corresponding period of last year. The increase in net gas revenues for both
periods was due to continued gas sales growth. Long Island has a low natural gas
saturation rate and significant gas-sales growth opportunities are believed to
be available. The Company estimates that less than 30% of the residential and
the multi-family markets, and 70% of the commercial market currently use natural
gas for space heating. The Company will continue to seek growth through the
expansion of its distribution system as well as through the conversion of
residential homes from oil-to-gas for space heating purposes, and the pursuit of
opportunities to grow multi- family, industrial and commercial markets.
11
<PAGE>
The increase in gas costs for the three and six months ended June 30, 2000
compared to the corresponding periods last year was due to the increase in gas
sales growth and generally higher gas prices. Variations in gas costs have
little impact on operating results as the Company's current gas rate structure
includes a gas adjustment clause, pursuant to which variations between actual
gas costs and gas cost recoveries are deferred and subsequently refunded to or
collected from customers.
Firm gas sales and transportation quantities increased during the three and six
months ended June 30, 2000, respectively over the corresponding periods in 1999,
due to an increase in firm sales resulting from gas-sales growth and an increase
in firm gas transportation quantities as the Company continues its natural gas
deregulation initiatives. The Company's net margins are not affected by
customers opting to purchase their gas supply from sources other than the
Company, since distribution rates charged to transportation customers are the
same as those charged to full sales service customers.
Transportation quantities related to electric generation reflects the
transportation of gas to the Parent's electric generating facilities located on
Long Island. Net revenues from these services are minimal.
Other sales quantities include on-system interruptible quantities, off-system
sales quantities (sales made to customers outside of the Company's service
territory) and related transportation. A subsidiary of the Parent, which is
responsible for gas procurement and off-system sales, has an agreement with
Coral Energy Resources, L.P., a subsidiary of Shell Oil Company ("Coral") in
which Coral assists in the origination, structuring, valuation and execution of
energy-related transactions on behalf of the Company. A sharing exists between
gas ratepayers and the Company for off-system gas transactions; the remaining
profits on such transactions are then shared with Coral. The Company also shares
in revenues arising from certain transactions initiated by Coral.
OPERATING EXPENSES
Operations and maintenance expense increased by $7.1 million, or 29%, in the
second quarter of 2000 compared to the corresponding quarter last year, and by
$20.3 million, or 38% for the six months ended June 30, 2000 compared to the six
months ended June 30, 1999. Operations and maintenance expense in both periods
reflects, generally, higher labor costs and associated employee benefit
expenses, additional provisions for uncollectible accounts and higher marketing
costs and incentives related to the Company's gas expansion initiatives. The
increase in depreciation and amortization expense generally reflects continued
property additions and the amortization of certain regulatory items previously
deferred and now being recovered through revenue recovery mechanisms. Further,
operating taxes which include state and local taxes on property have increased
as the applicable property base and tax rates generally have increased.
OTHER EXPENSES
Income tax expense reflects the lower level of pre-tax income for the quarter
and six months ended June 30, 2000, compared to the corresponding periods last
year.
12
<PAGE>
LIQUIDITY, CAPITAL EXPENDITURES AND FINANCING
LIQUIDITY
The Company does not maintain a cash balance. All cash generated from billings
to customers for gas service is maintained by the Parent's corporate and
administrative subsidiary. Further, all payments to third parties for Company
payables, including labor, are made by the Parent's corporate and administrative
subsidiary on behalf of the Company. (See Note 5 to the Financial Statements,
"Related Party Transactions".) The Company records as an intercompany accounts
receivable or intercompany accounts payable to the Parent's corporate and
administrative subsidiary the difference between the cash received from
customers compared to third party payments. At June 30, 2000, the Company had an
intercompany accounts payable of $203.7 million due to the Parent's corporate
and administrative subsidiary. In addition, at June 30, 2000 the Company had a
current intercompany accounts receivable balance of $45.9 million from the
Parent's corporate and administrative subsidiary, approximating twelve months of
interest payments on the Company's long-term debt outstanding at June 30, 2000.
The Company estimates that cash provided from operating activities will be
sufficient for the Company to satisfy its obligations for the foreseeable
future. To the extent the Company requires additional funding, on a short-term
basis, the Company has the ability to borrow such funds from the Parent or a
Parent subsidiary.
CAPITAL EXPENDITURES
Capital expenditures were $25.1 million and $47.0 million for the quarter and
six months ended June 30, 2000, respectively. The Company's capital expenditures
for the quarter and six months ended June 30, 1999 were $21.0 million and $37.8
million, respectively. Capital expenditures were primarily for the renewal and
replacement of mains and services and for the expansion of the gas distribution
system on Long Island. The amount of capital expenditures is reviewed on an
ongoing basis and can be affected by timing, scope and changes in investment
opportunities.
FINANCING
The Company has an effective shelf registration statement on file with the
Securities and Exchange Commission for the issuance of up to $600 million of
Medium Term Notes. On February 1, 2000, the Company issued $400 million 7.875%
Notes due February 1, 2010. The net proceeds from this issuance were used to
repay the Parent for its costs in extinguishing $397 million of promissory notes
due LIPA that matured in June 1999. The notes issued are fully and
unconditionally guaranteed by the Parent. At June 30, 2000, $200 million of
Medium Term Notes remain available for issuance under the shelf registration
statement.
13
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GAS DISTRIBUTION - RATE MATTERS
By orders dated February 5, 1998 and April 14, 1998 the Public Service
Commission of the State of New York ("NYPSC") approved a Stipulation and
Agreement ("Stipulation") among KeySpan Energy Delivery New York, Long Island
Lighting Company, the Staff of the NYPSC and six other parties that established
gas rates for the Company. (For more information on these agreements refer to
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.)
ENVIRONMENTAL MATTERS
The Company is subject to various federal, state and local laws and regulatory
programs related to the environment. Ongoing environmental compliance
activities, which have not been material, are charged to operation and
maintenance activities. The Company estimates that the remaining minimum cost of
its MGP-related environmental cleanup activities will be approximately $76
million and has recorded a related liability for such amount. Further, as of
June 30, 2000, the Company has expended a total of $5.7 million. (See Note 3 to
the Financial Statements "Environmental Matters".)
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Form 10-Q concerning expectations, beliefs,
plans, objectives, goals, strategies, future events or performance and
underlying assumptions and other statements which are other than statements of
historical facts, are "forward-looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. Without limiting the
foregoing, all statements relating to the Company's future outlook, anticipated
capital expenditures, future cash flows and borrowings, pursuit of potential
future acquisition opportunities and sources of funding are forward-looking
statements. Such forward-looking statements reflect numerous assumptions and
involve a number of risks and uncertainties and actual results may differ
materially from those discussed in such statements. Among the factors that could
cause actual results to differ materially are: available sources and cost of
fuel; federal and state regulatory initiatives that increase competition,
threaten cost and investment recovery, and impact rate structures; the ability
of the Company to successfully reduce its cost structure; inflationary trends
and interest rates; and other risks detailed from time to time in other reports
and other documents filed by the Company with the Securities and Exchange
Commission. 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.
14
<PAGE>
PART II OTHER INFORMATION
-------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27)* Financial Data Schedule on Schedule U-T for the quarter ended June 30,
2000.
-------------------------
*Filed Herewith
15
<PAGE>
KEYSPAN GAS EAST CORPORATION
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
there unto duly authorized.
KEYSPAN GAS EAST CORPORATION
----------------------------
(Registrant)
Date: August 10, 2000 /s/ Anne C. Jordan
---------------------------------
Anne C. Jordan
Vice President and Chief
Financial Officer
Date: August 10, 2000 /s/ Paul R. Nick
---------------------------------
Paul R. Nick
Controller and Chief Accounting
Officer
16
