FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[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...................................................1-3268
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 14-0555980
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
284 SOUTH AVENUE, POUGHKEEPSIE NEW YORK 12601-4879
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (845) 452-2000
--------------
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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
Common stock, par value $5.00 per share; and the number of shares
outstanding of Registrant's common stock, as of June 30, 2000, was 16,862,087.
All shares are owned by CH Energy Group, Inc.
<PAGE>
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
INDEX
PART I - FINANCIAL INFORMATION PAGE
------------------------------ ----
Item 1 - Consolidated Financial Statements 1
Consolidated Statement of Income -
Three Months Ended June 30, 2000 and 1999 1
Consolidated Statement of Income -
Six Months Ended June 30, 2000 and 1999 2
Consolidated Balance Sheet - June 30, 2000
and December 31, 1999 3
Consolidated Statement of Cash Flows -
Six Months Ended June 30, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
Item 3 - Quantitative and Qualitative Disclosure
about Market Risk 16
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 16
Item 5 - Other Information 17
Item 6 - Exhibits and Reports on Form 8-K 18
Signatures 19
Exhibit Index
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM I - CONSOLIDATED FINANCIAL STATEMENTS
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
For the 3 Months
Ended June 30,
2000 1999
------- -------
(Thousands of Dollars)
Operating Revenues
Electric .......................................... $107,324 $91,200
Gas ............................................... 20,581 18,507
-------- -------
Total - own territory ........................... 127,905 109,707
Electric Sales to other utilities ................. 16,860 7,317
Gas Sales to other utilities ...................... 1,373 11
-------- -------
146,138 117,035
-------- -------
Operating Expenses
Operation:
Fuel used in electric generation ................ 20,682 18,797
Purchased electricity ........................... 30,340 11,570
Purchased natural gas ........................... 11,141 8,026
Other expenses of operation ..................... 28,180 23,299
Maintenance ....................................... 9,434 8,414
Depreciation and amortization ..................... 11,991 11,700
Taxes, other than income tax ...................... 15,066 15,346
Federal income tax ................................ 4,911 5,444
-------- -------
131,745 102,596
-------- -------
Operating Income .................................... 14,393 14,439
-------- -------
Other Income and Deductions
Allowance for equity funds used
during construction ............................. -- 50
Federal income tax ................................ (120) (21)
Other - net ....................................... 2,741 1,924
-------- -------
2,621 1,953
-------- -------
Income before Interest Charges ...................... 17,014 16,392
-------- -------
Interest Charges
Interest on mortgage bonds ........................ 2,997 3,206
Interest on other long-term debt .................. 2,974 2,541
Other interest .................................... 1,655 1,264
Allowance for borrowed funds used
during construction ............................. (172) (56)
-------- -------
7,454 6,955
-------- -------
Net Income .......................................... 9,560 9,437
Dividends Declared on Cumulative Preferred Stock .... 807 807
-------- -------
Income Available for Common Stock ................... $8,753 $8,630
======== =======
See Notes to Consolidated Financial Statements.
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<PAGE>
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
For the 6 Months
Ended June 30,
2000 1999
-------------------------
(Thousands of Dollars)
Operating Revenues
Electric ........................................ $214,745 $191,945
Gas ............................................. 60,712 57,462
-------- --------
Total - own territory ......................... 275,457 249,407
Electric Sales to other utilities ............... 27,579 13,966
Gas Sales to other utilities .................... 2,081 133
-------- --------
305,117 263,506
-------- --------
Operating Expenses
Operation:
Fuel used in electric generation .............. 40,008 40,786
Purchased electricity ......................... 53,455 19,364
Purchased natural gas ......................... 33,950 30,011
Other expenses of operation ................... 53,436 46,637
Maintenance ..................................... 16,433 15,050
Depreciation and amortization ................... 23,998 23,400
Taxes, other than income tax .................... 30,918 32,060
Federal income tax .............................. 13,995 16,729
-------- --------
266,193 224,037
-------- --------
Operating Income .................................. 38,924 39,469
-------- --------
Other Income and Deductions
Allowance for equity funds used
during construction ........................... -- 112
Federal income tax .............................. (147) 101
Other - net ..................................... 5,016 2,898
-------- --------
4,869 3,111
-------- --------
Income before Interest Charges .................... 43,793 42,580
-------- --------
Interest Charges
Interest on mortgage bonds ...................... 6,202 6,646
Interest on other long-term debt ................ 5,677 4,918
Other interest .................................. 3,781 2,598
Allowance for borrowed funds used
during construction ........................... (325) (123)
-------- --------
15,335 14,039
-------- --------
Net Income ........................................ 28,458 28,541
Dividends Declared on Cumulative
Preferred Stock ................................. 1,615 1,615
-------- --------
Income Available for Common Stock ................. $26,843 $26,926
======== ========
See Notes to Consolidated Financial Statements.
- 2 -
<PAGE>
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED BALANCE SHEET
June 30, December 31,
2000 1999
ASSETS (Unaudited) (Audited)
---------- ----------
(Thousands of Dollars)
Utility Plant
Electric ......................................... $1,254,644 $1,250,456
Gas .............................................. 167,891 164,767
Common ........................................... 97,413 100,659
Nuclear fuel ..................................... 46,692 42,847
---------- ----------
1,566,640 1,558,729
Less: Accumulated depreciation ................... 652,378 638,910
Nuclear fuel amortization .................. 39,411 38,354
---------- ----------
874,851 881,465
Construction work in progress .................... 48,758 39,951
---------- ----------
Net Utility Plant .............................. 923,609 921,416
---------- ----------
Other Property and Plant ........................... 974 975
---------- ----------
Investments and Other Assets
Prefunded Pension Costs .......................... 54,714 46,038
Other ............................................ 18,891 17,611
---------- ----------
Total Investments and Other Assets ............. 73,605 63,649
---------- ----------
Current Assets
Cash and cash equivalents ........................ 4,990 11,756
Accounts receivable from customers-net of
allowance for doubtful accounts ................ 60,778 46,483
Accrued unbilled utility revenues ................ 9,709 16,327
Other receivables ................................ 2,444 4,123
Fuel, materials and supplies, at average cost .... 25,300 30,285
Special deposits and prepayments ................. 11,292 14,574
---------- ----------
Total Current Assets ........................... 114,513 123,548
---------- ----------
Deferred Charges
Regulatory assets ................................ 134,761 137,487
Unamortized debt expense ......................... 5,085 5,016
Other ............................................ 8,904 7,299
---------- ----------
Total Deferred Charges ......................... 148,750 149,802
---------- ----------
TOTAL ASSETS ............................... $1,261,451 $1,259,390
========== ==========
See Notes to Consolidated Financial Statements.
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<PAGE>
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED BALANCE SHEET
June 30, December 31,
2000 1999
CAPITALIZATION AND LIABILITIES (Unaudited) (Audited)
---------- ----------
(Thousands of Dollars)
Capitalization
Common Stock Equity:
Common stock, 30,000,000 shares authorized;
shares issued ($5 par value):
2000 - 16,862,087
1999 - 16,862,087 ......................... $84,311 $84,311
Paid-in capital ................................. 273,238 273,238
Retained earnings ............................... 110,424 69,281
Capital stock expense ........................... (5,902) (5,939)
---------- ----------
Total Common Stock Equity ................... 462,071 420,891
---------- ----------
Cumulative Preferred Stock
Not subject to mandatory redemption ........... 21,030 21,030
Subject to mandatory redemption ............... 35,000 35,000
---------- ----------
Total Cumulative Preferred Stock ............ 56,030 56,030
---------- ----------
Long-term Debt .................................. 335,355 335,451
---------- ----------
Total Capitalization ........................ 853,456 812,372
---------- ----------
Current Liabilities
Current maturities of long-term debt ............ 47,610 35,100
Notes payable ................................... 4,500 50,000
Accounts payable ................................ 29,430 26,825
Dividends payable ............................... 808 7,808
Accrued vacation ................................ 4,472 4,344
Customer deposits ............................... 4,416 4,471
Other ........................................... 6,381 7,545
---------- ----------
Total Current Liabilities ................... 97,617 136,093
---------- ----------
Deferred Credits and Other Liabilities
Regulatory liabilities .......................... 89,613 87,039
Operating reserves .............................. 2,635 6,294
Other ........................................... 20,505 18,351
---------- ----------
Total Deferred Credits and
Other Liabilities ......................... 112,753 111,684
---------- ----------
Accumulated Deferred Income Tax ................... 197,625 199,241
---------- ----------
TOTAL CAPITALIZATION AND LIABILITIES .... $1,261,451 $1,259,390
========== ==========
See Notes to Consolidated Financial Statements.
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<PAGE>
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the 6 Months Ended
June 30,
2000 1999
-------- --------
Operating Activities: (Thousands of Dollars)
Net Income ........................................... $28,458 $28,541
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization & nuclear
fuel amortization ............................ 25,785 25,503
Deferred income taxes, net ..................... 2,767 3,624
Allowance for equity funds used
during construction .......................... -- (112)
Nine Mile 2 Plant deferred finance
charges, net ................................. (2,428) (2,428)
Provision for uncollectibles ................... 1,250 1,200
Net accrued/deferred pension costs ............. (7,040) (5,763)
Deferred gas costs ............................. 2,314 6,019
Deferred gas refunds ........................... (87) (82)
Other, net ..................................... (4,683) (554)
Changes in current assets and liabilities, net:
Accounts receivable and unbilled revenues ...... (7,247) (1,653)
Fuel, materials and supplies ................... 4,985 (2,795)
Special deposits and prepayments ............... 3,282 19,978
Accounts payable ............................... 2,505 4,026
Accrued taxes and interest ..................... 100 (2,671)
Other current liabilities ...................... (1,092) (2,484)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES .......... 48,869 70,349
-------- --------
INVESTING ACTIVITIES:
Additions to plant ................................. (27,172) (20,512)
Allowance for equity funds used
during construction .............................. -- 112
-------- --------
Net additions to plant ........................... (27,172) (20,400)
Net return of equity from affiliate ................ 23,500 --
Subsidiaries fixed asset additions ................. -- (5,888)
Nine Mile 2 Plant decommissioning trust fund ....... (434) (434)
Other, net ......................................... (307) (563)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES .............. (4,413) (27,285)
-------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt ........... 47,500 27,029
Net borrowings (repayments) of short-term debt ..... (45,500) (17,250)
Retirement and redemption of long-term debt ........ (35,100) (37,607)
Dividends paid on cumulative preferred
and common stock ................................. (17,815) (19,826)
Issuance and Redemption Costs ...................... (307) (639)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES .............. (51,222) (48,293)
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS ................ (6,766) (5,229)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR .......... 11,756 10,499
-------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD .............. $4,990 $5,270
======== ========
Supplemental Disclosure of Cash Flow Information
Interest paid (net of amounts capitalized) ......... $12,093 $11,740
Federal income tax paid ............................ $12,000 $16,800
See Notes to Consolidated Financial Statements
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<PAGE>
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The accompanying Consolidated Financial Statements of Central Hudson Gas &
Electric Corporation (herein Central Hudson) are unaudited but, in the opinion
of management, reflect adjustments (which include normal recurring adjustments)
necessary for a fair statement of the results for the interim periods presented.
These condensed unaudited quarterly Consolidated Financial Statements do not
contain the detail or footnote disclosures concerning accounting policies and
other matters which would be included in annual Consolidated Financial
Statements and, accordingly, should be read in conjunction with the audited
Consolidated Financial Statements (including the notes thereto) included in
Central Hudson's Annual Report, on Form 10-K, as amended by Amendment No. 1, on
Form 10K-A, for the year ended December 31, 1999, (Central Hudson's 10-K
Report).
Due to the seasonal nature of Central Hudson's operations, financial
results for interim periods are not necessarily indicative of trends for a
twelve-month period.
NOTE 2 - REGULATORY MATTERS
Reference is made to the caption "Impact of Settlement Agreement on
Accounting Policies," hereinafter the (Settlement Agreement), of Note 2 -
Regulatory Matters, to the Consolidated Financial Statements of Central Hudson's
10-K Report.
At June 30, 2000, net regulatory assets associated with Central Hudson's
fossil-fueled generating assets were not material.
REGULATORY FILING
Reference is made to the caption "Impact of Settlement Agreement on
Accounting Policies," of Note 2 - Regulatory Matters, to the Consolidated
Financial Statements of Central Hudson's 10-K Report.
On August 1, 2000 Central Hudson filed with the Public Service Commission
of the State of New York (PSC) a Competitive Transition Filing (Filing) to
succeed the Settlement Agreement of 1998 reached with the PSC. The Filing
addresses Central Hudson's transition from a vertically-integrated utility to a
transmission and distribution utility and will restructure delivery prices.
Central Hudson also proposes to invest some portion of the premium received from
the sale of its interests in the Roseton Electric Generating Plant (Roseton
Plant) and the Danskammer Point Electric Steam Generating Station (Danskammer
Plant) to accelerate the rebuilding of portions of the electric delivery
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<PAGE>
network to provide customers with even greater levels of reliability than
achieved to date. The Filing also addresses the unbundling of gas prices into
delivery and natural gas components. New electric and gas delivery prices would
go into effect on June 30, 2001 at the expiration of the Settlement Agreement.
HOLDING COMPANY RESTRUCTURING
As reported under the caption "Competitive Opportunities Proceeding
Settlement Agreement" in Note 2 to the Consolidated Financial Statements
included in Central Hudson's 10-K Report, Central Hudson received approval from
its shareholders and regulators to form a holding company, which restructuring
occurred on December 15, 1999. At that time, Central Hudson became the
wholly-owned affiliate of CH Energy Group, Inc. (Energy Group). As of June 30,
2000, $28.0 million of the $100 million authorized by the PSC under the
Settlement Agreement has been transferred from Central Hudson to its competitive
business affiliate. By Order issued and effective March 7, 2000, the PSC amended
the Settlement Agreement with respect to an extension of the time by which
Central Hudson can transfer up to $100 million, through its holding company
parent corporation, Energy Group, to its competitive business affiliate.
NEW YORK STATE INDEPENDENT SYSTEM OPERATOR (NY ISO)
As reported under the caption "Independent System Operator" in Note 2 to
the Consolidated Financial Statements included in Central Hudson's 10-K Report,
the newly-established NY ISO, successor to the New York Power Pool, began
operations in November 1999. The combination of a tight market for generating
capacity in New York State and increasing fuel costs has caused prices for
electricity on the wholesale market to increase. Neighboring utilities have
projected price increases to their customers of 20% or more during the summer.
Continued ownership of the Danskammer and Roseton Plants through the summer
period may help Central Hudson to moderate price increases to its customers. The
tight market may not only present an opportunity for Central Hudson to sell
excess capacity from its regulated power plants, but also for Energy Group's
competitive business subsidiary, CH Resources, Inc., to sell the output of its
generating plants on better terms.
NOTE 3 - SEGMENTS AND RELATED INFORMATION
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," was adopted by Central Hudson during the fourth quarter of 1998
(see Note 10 to the Consolidated Financial Statements included in Central
Hudson's 10-K Report).
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Central Hudson's reportable operating segments are its electric and gas
operations. All of the segments currently operate in the northeast region of the
United States.
Certain additional information regarding these segments is set forth in the
following table. General corporate expenses, property common to both segments
and depreciation of such common property have been allocated to the segments in
accordance with practices established for regulatory purposes.
-8-
<PAGE>
Central Hudson Gas & Electric Segment Disclosure - FAS 131
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, 2000 June 30, 2000
------------------------------------- -------------------------------------
Electric Gas Total Electric Gas Total
-------- ------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues from external
customers $124,157 $21,443 $145,600 $242,273 $61,865 $304,138
Intersegment revenues 27 511 538 51 928 979
-------- ------- -------- -------- ------- --------
Total revenues $124,184 $21,954 $146,138 $242,324 $62,793 $305,117
Income Available for Common Stock $ 7,049 $ 1,704 $ 8,753 $ 19,214 $ 7,629 $ 26,843
<CAPTION>
Quarter Ended Six Months Ended
June 30, 1999 June 30, 1999
------------------------------------- -------------------------------------
Electric Gas Total Electric Gas Total
-------- ------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues from external
customers $ 98,500 $18,300 $116,800 $205,873 $57,145 $263,018
Intersegment revenues 17 218 235 38 450 488
-------- ------- -------- -------- ------- --------
Total revenues $ 98,517 $18,518 $117,035 $205,911 $57,595 $263,506
Income Available for Common Stock $ 6,968 $ 1,662 $ 8,630 $ 19,677 $ 7,249 $ 26,926
</TABLE>
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NOTE 4 - NEW ACCOUNTING STANDARDS
DERIVATIVE AND HEDGING ACCOUNTING: Reference is made to the caption "New
Accounting Standards and Other FASB Projects" of Note 1 - Summary of Significant
Accounting Policies, to the Consolidated Financial Statements of Central
Hudson's 10-K Report. In June 2000, the Financial Accounting Standards Board
(FASB) issued Statement No. 138 which amends FASB Statement No. 133, "Accounting
for Derivative Instruments and Hedging Activities." Amendment provisions
potentially affecting Central Hudson relate to the normal purchases and sales
exception and interest rate risk. The normal purchases and sales exception may
now be applied to contracts that implicitly or explicitly permit net settlement
and contracts that have a market mechanism to facilitate net settlement. Normal
purchases and normal sales are contracts that provide for the purchase or sale
of something other than a financial or derivative instrument (e.g., fuel,
electric and gas purchases) that will be delivered in quantities expected to be
used or sold by the reporting entity over a reasonable period in the normal
course of business. Central Hudson believes that the implementation of FASB 133,
as amended by FASB 137 (which amended the effective date to fiscal years
beginning after June 15, 1999) and FASB 138, will not have a material impact on
its financial position or results of operations. The implementation of FASB 133
for Central Hudson is required by January 1, 2001 or sooner.
PLANT DECOMMISSIONING: Reference is made to the caption "New Accounting
Standards and Other FASB Projects" of Note 1 - Summary of Significant Accounting
Policies, to the Consolidated Financial Statements of Central Hudson's 10-K
Report. On February 17, 2000, the FASB issued an exposure draft proposing to
amend the initial FASB exposure draft entitled "Accounting for Certain
Liabilities Related to Closure and Removal of Long-Lived Assets." The February
17, 2000 exposure draft, "Accounting for Obligations Associated with the
Retirement of Long-Lived Assets," is proposed to be effective for financial
statements for fiscal years beginning after June 15, 2001. In the third quarter
of 2000, FASB will begin redeliberations of certain issues raised in the comment
letters received to date and a Final Statement is expected to be issued in the
first quarter of 2001. Central Hudson can make no prediction at this time as to
the ultimate form of this proposed accounting standard, assuming it is adopted,
nor can it make any prediction as to its ultimate effect(s) on the financial
condition, results of operations and cash flows of Central Hudson.
Reference is made to the caption "New Accounting Standards and Other FASB
Projects" of Note 1 - Summary of Significant Accounting Policies, to the
Consolidated Financial Statements of Central Hudson's 10-K Report. On June 30,
2000, FASB issued a proposed statement entitled "Accounting for the Impairment
or Disposal of Long-Lived Assets and for Obligations Associated with
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Disposal Activities." The proposed statement would establish accounting
standards for the impairment of long-lived assets to be held and used and for
the long-lived assets to be disposed of, including segments of a business
previously covered by Accounting Principles Board (APB) Opinion No. 30,
"Reporting the Results of Operations--Reporting the Effects of Disposal of a
Segment of Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." Comments are due back to FASB by October 13, 2000
which proposes the statement be effective for financial statements for fiscal
years beginning after December 15, 2001. Central Hudson can make no prediction
at this time as to the ultimate form of such proposed accounting standard,
assuming it is adopted, nor can it make any prediction as to its ultimate
effect(s) on the financial condition, results of operations and cash flows of
Central Hudson.
NOTE 5 - NEW YORK STATE TAX CHANGES
On May 15, 2000 changes to the New York State tax laws were signed into
law, effective January 1, 2000. The tax law repealed the .75 percent tax on
gross earnings and the excess dividends tax under Section 186 of the New York
State Tax Law and replaced it with an income-based tax under Article 9-A. The
tax under Section 186-a, on the furnishing of utility services, was restructured
and reduced. Preliminary estimates indicate that the new tax law will increase
state tax expense $1.4 million in the year 2000 and $.7 million in 2001, with a
reduction of $.7 million in 2002, and a cumulative reduction in 2003. The net
effect of all these tax changes will be deferred for future rate treatment.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Central Hudson faces a number of contingencies which arise during the
normal course of business and which have been discussed in Note 9 - Commitments
and Contingencies, to the Consolidated Financial Statements included in Central
Hudson's 10-K Report. Except for what is disclosed in Part II of this Quarterly
Report, on Form 10-Q, for the quarterly period ended June 30, 2000 and all
documents previously filed with the Securities and Exchange Commission in 2000,
there have been no material changes in the subject matters discussed in said
Note 9.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
For the six months ended June 30, 2000, cash expenditures related to the
construction program of Central Hudson amounted to $27.2 million. Construction
expenditures during the six months ended June 30, 2000, were primarily for
normal extensions and improvements of Central Hudson's electric and natural gas
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systems. The cash requirements for such expenditures were funded from internal
sources.
On June 13, 2000, Central Hudson issued $40 million of unsecured Medium
Term Notes, bearing a coupon of 7.32% and maturing on June 13, 2001. The
proceeds from the sale of these Notes was used to finance maturing First
Mortgage Bonds and for general corporate purposes.
Central Hudson has $50 million of committed short-term credit facilities
available, and has also entered into a revolving credit agreement with several
commercial banks. Authorization from the PSC limits the short-term borrowing
amount Central Hudson may have outstanding, at any time, to $52 million in the
aggregate.
At June 30, 2000, Central Hudson had $4.5 million of short-term debt
outstanding. Investments in short-term securities, including cash and cash
equivalents, were $5.0 million at the end of June 2000.
RESULTS OF OPERATIONS
The following table reports the variation in the results of operations for
the three months and six months ended June 30, 2000 compared to the same periods
in 1999:
3 MONTHS ENDED JUNE 30,
----------------------------------
INCREASE
2000 1999 (DECREASE)
-------- -------- --------
(Thousands of Dollars)
Operating Revenues ....................... $146,138 $117,035 $ 29,103
Operating Expenses ....................... 131,745 102,596 29,149
-------- -------- --------
Operating Income ......................... 14,393 14,439 (46)
Other Income ............................. 2,621 1,953 668
-------- -------- --------
Income before Interest
Charges ................................. 17,014 16,392 622
Interest Charges ......................... 7,454 6,955 499
-------- -------- --------
Net Income ............................... 9,560 9,437 123
Dividends Declared on Cumulative
Preferred Stock ......................... 807 807 --
-------- -------- --------
Income Available for Common
Stock ................................... $ 8,753 $ 8,630 $ 123
======== ======== ========
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6 MONTHS ENDED JUNE 30,
----------------------------------
INCREASE
2000 1999 (DECREASE)
-------- -------- --------
(Thousands of Dollars)
Operating Revenues ....................... $305,117 $263,506 $ 41,611
Operating Expenses ....................... 266,193 224,037 42,156
-------- -------- --------
Operating Income ......................... 38,924 39,469 (545)
Other Income ............................. 4,869 3,111 1,758
-------- -------- --------
Income before Interest
Charges ................................. 43,793 42,580 1,213
Interest Charges ......................... 15,335 14,039 1,296
-------- -------- --------
Net Income ............................... 28,458 28,541 (83)
Dividends Declared on Cumulative
Preferred Stock ......................... 1,615 1,615 --
-------- -------- --------
Income Available for Common
Stock ................................... $ 26,843 $ 26,926 $ (83)
======== ======== ========
OPERATING REVENUES
Operating revenues increased $29.1 million (25%) for the second quarter
of 2000 as compared to the second quarter of 1999 and increased $41.6 million
(16%) for the six months ended June 30, 2000. Details of these revenue changes
by electric and gas departments are as follows:
INCREASE (DECREASE) FROM PRIOR PERIOD
SECOND QUARTER
Electric Gas
-------- ------
(Thousands of Dollars)
Customer Sales* .......................... $ 4,201 $1,971**
Sales to Other
Utilities ............................... 9,543 1,362
Fuel and Gas Cost
Adjustment .............................. 6,703 37
Deferred Revenues ........................ 5,346*** 54
Miscellaneous ............................ (126) 12
-------- ------
$ 25,667 $3,436
======== ======
INCREASE (DECREASE) FROM PRIOR PERIOD
SIX MONTHS ENDED JUNE 30, 2000
Electric Gas
-------- ------
(Thousands of Dollars)
Customer Sales* .......................... $ 5,822 $4,085**
Sales to Other
Utilities ............................... 13,613 1,948
Fuel and Gas Cost
Adjustment .............................. 12,776 (943)
Deferred Revenues ........................ 4,622*** (64)
Miscellaneous ............................ (420) 172
-------- ------
$ 36,413 $5,198
======== ======
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* Includes electricity and gas supplied by others.
** Both firm and interruptible revenues.
*** Includes the deferral and restoration of revenues related to Central
Hudson's Retail Access Program and earnings in excess of rate of return cap
under the Settlement Agreement.
SALES
Central Hudson's sales vary seasonally in response to weather conditions.
Generally electric sales peak in the summer and gas sales peak in the winter.
Total kilowatthour sales of electricity within Central Hudson's service
territory increased 4% and firm sales of natural gas increased 6% in the second
quarter of 2000 as compared to the second quarter of 1999. For the first six
months ended June 30, 2000, electric sales increased 4% and gas sales to firm
customers increased 5% compared to the same period last year. Changes in sales
from last year by major customer classifications, including energy supplied by
others, are set forth below.
INCREASE (DECREASE) FROM PRIOR PERIOD
-----------------------------------------
SIX MONTHS ENDED
SECOND QUARTER JUNE 30, 2000
------------------ ----------------
Electric Gas Electric Gas
-------- --- -------- ---
Residential................ 4 % 3% 3% 4%
Commercial................. 5 4 5 6
Industrial................. 3 -- 3 3
Interruptible.............. N/A (4) N/A (15)
Billing heating degree days were 4% lower for the quarter ended June 30,
2000 and flat for the six months ended June 30, 2000 when compared to the same
period in 1999, but during the first six months of 2000 were 5% below what is
considered normal for this time of year. Cooling degree days were 1% lower for
both the quarter and six months ended June 30, 2000 when compared to the same
periods in 1999.
Interruptible gas sales decreased both in the second quarter and the first
six months of 2000 due largely to a reduction in gas sales for electric
generation.
OPERATING EXPENSES
The following table reports the variation in the operating expenses for
the three and six months ended June 30, 2000 compared to the same periods in the
prior year:
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INCREASE (DECREASE) FROM PRIOR PERIOD
------------------------------------------
SIX MONTHS ENDED
SECOND QUARTER JUNE 30, 2000
------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
(Thousands of Dollars)
Operating Expenses
Fuel and Purchased
Electricity .................. $ 20,655 68% $ 33,313 55%
Purchased Natural
Gas ........................... 3,115 39 3,939 13
Other Expenses of
Operation ..................... 4,881 21 6,799 15
Maintenance .................... 1,020 12 1,383 9
Depreciation and
Amortization .................. 291 3 598 3
Taxes, Other than Income
Tax ........................... (280) (2) (1,142) (4)
Federal Income tax ............. (533) (10) (2,734) (16)
-------- --- -------- ---
Total ........ $ 29,149 28% $ 42,156 19%
======== ========
The cost of fuel and purchased electricity increased $20.7 million (68%)
for the second quarter and $33.3 million (55%) for the first six months and the
cost of purchased natural gas increased $3.1 million (39%) for the second
quarter and increased $3.9 million (13%) for the six months resulting from an
increase in electric and gas sales, including sales for resale, combined with an
increase in the price of fuel. Also reflected in other expenses of operation for
both periods is an approximate $3.8 million of storm restoration costs related
to damage inflicted by the severe storms occurring from mid-May to early June.
DIVIDENDS TO CH ENERGY GROUP
Reference is made to the caption "Common Stock Dividends and Price Ranges"
of Part II, Item 7 of Central Hudson's 10-K Report, for a discussion of Central
Hudson's dividend payments. On July 18, 2000 the Board of Directors of Central
Hudson declared a dividend of $9.2 million, payable August 1, 2000 to Energy
Group, its sole shareholder.
OTHER MATTERS
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q and the documents incorporated by
reference contain statements which, to the extent they are not recitations of
historical fact, constitute "forward-looking statements" within the meaning of
the Securities Litigation Reform Act of 1995 (Reform Act). The statements will
contain words such as "believes," "expects," "intends," "plans," and other
similar words or expressions. All such forward-looking statements are intended
to be subject to the safe harbor protection provided by the Reform Act. These
statements are not
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guarantees of future performance and involve certain risks, uncertainties and
assumptions which are difficult to predict. A number of important factors
affecting Central Hudson's business and financial results could cause actual
results to differ materially from those stated in the forward-looking
statements. Those factors include weather, energy supply and demand,
developments in the legislative, regulatory and competitive environment,
electric and gas industry restructuring and cost recovery and certain
environmental matters as well as such other factors as set forth in Central
Hudson's 10-K Report and all documents subsequently filed with the Securities
and Exchange Commission. Central Hudson undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Reference is made to Part II, Item 7A of Central Hudson's 10-K Report for a
discussion of market risk. Central Hudson's balance sheet at June 30, 2000
reflects amounts for the change in the fair value of derivative financial
instruments which were used to hedge commodity transactions. The amounts
recorded are not material to Central Hudson's financial position or results of
operations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
(a) ASBESTOS LITIGATION. For a discussion of lawsuits against Central
Hudson involving asbestos, see Note 9 - Commitments and Contingencies, under the
caption "Asbestos Litigation," in Part II, Item 8 of Central Hudson's 10-K
Report.
As of August 8, 2000, 282 new cases involving asbestos have been brought
against Central Hudson of the type described under such caption and subject to
the insurance coverage described under such caption (which insurance does not
extend to punitive damages). As of that date, of the 2,254 cases brought against
Central Hudson, 1,308 remain pending. Of the 946 cases no longer pending against
Central Hudson, 818 have been dismissed or discontinued, and Central Hudson has
settled 128 cases. Central Hudson is presently unable to assess the validity of
the remaining asbestos lawsuits; accordingly, it cannot determine the ultimate
liability relating to these cases. Based on information known to Central Hudson
at this time, including Central Hudson's experience in settling asbestos cases
and in obtaining dismissals of asbestos cases, Central Hudson believes that the
cost to be incurred in connection with the remaining lawsuits will not have a
material adverse effect on Central Hudson's financial position or results of
operations.
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<PAGE>
Item 5. Other Information
(a) NINE MILE 2 PLANT. Reference is made to Note 3 - Nine Mile 2 Plant
under the caption "General," to the Consolidated Financial Statements included
in Central Hudson's 10-K Report and the Part II Item 5(b) of Central Hudson's
Quarterly Report, on Form 10-Q, for the quarterly period ended March 31, 2000,
for a discussion of the possible sale of the interests of some of the cotenant
owners in the Nine Mile 2 Plant.
On June 1, 2000, Central Hudson issued a press release announcing that its
interest in the Nine Mile 2 Plant would be included in an auction of the
interests of certain of the other cotenant owners of that Plant, which press
release is filed herewith as Exhibit 99(i)8 and incorporated herein by
reference.
(b) ROSETON/DANSKAMMER PLANTS AUCTION. Reference is made to the caption
"Competitive Opportunities Proceeding Settlement Agreement" and to the caption
"Auction of Fossil Generation Plants" both in Note 2 - Regulatory Matters, to
the Consolidated Financial Statements of Central Hudson's 10-K Report for a
discussion of the pending auction by Central Hudson of its interests in the
Roseton and Danskammer Plants.
On August 8, 2000, Central Hudson announced in a press release that it,
along with Roseton Plant cotenants Consolidated Edison Company of New York, Inc.
(Consolidated Edison) and Niagara Mohawk Power Corporation (Niagara Mohawk),
have agreed to sell their interests in the Danskammer and Roseton electric
generating plants to Dynegy Inc. for $903 million. The plants are located in the
town of Newburgh and have a combined capacity of 1700 megawatts. The press
release is filed herewith as Exhibit 99(i)9 and incorporated herein by
reference.
(c) ENVIRONMENTAL REGULATION. Reference is made to the caption
"Environmental Quality Regulation - Central Hudson - Toxic Substance and
Hazardous Wastes" in Item 1 of Central Hudson's 10-K Report for a discussion of
the regulations to which Central Hudson is subject with respect to the disposal
of industrial, hazardous and toxic wastes.
By letter, dated June 2, 2000, from the New York State Department of
Environmental Conservation (DEC), Division of Environmental Enforcement, Central
Hudson was requested to provide information regarding the Orange County Landfill
(Site) located in the Township of Goshen, New York. The Site is listed on the
New York State's Inactive Hazardous Waste Disposal site Registry and the DEC is
obtaining information about disposal of wastes at the Site.
The DEC, in its letter, states that its records indicate that Central
Hudson or a predecessor entity, did dispose or may
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have disposed of wastes at the Site, or that Central Hudson transported wastes
to the Site for disposal.
Central Hudson responded to the request for information on June 30, 2000.
Documents submitted with that response indicate that at least three (3)
shipments of waste may have been disposed of by Central Hudson at the Site, one
of construction waste, one of office and commercial waste and one of asbestos
rubble.
(d) ENVIRONMENTAL MATTERS. Reference is made to Note 9 - Commitments and
Contingencies under the caption "Environmental Matters," subcaption "Air," to
the Consolidated Financial Statements included in Central Hudson's 10-K Report,
for a discussion of the investigation by the New York State Attorney General and
the DEC of power plants in New York State for possible violations of federal and
state air emissions rules on the grounds that major modifications may have been
made to the power plants without obtaining requisite pre-construction permits.
Central Hudson has been informed by the DEC and by the United States
Environmental Protection Agency (EPA) that the EPA has assumed responsibility
for the investigation with respect to Central Hudson, that the investigation
relates to the coal-fired generating units of Central Hudson at the Danskammer
Plant, i.e., Unit No. 3 and Unit No. 4, and that documents previously provided
to the DEC by Central Hudson in connection with this investigation have been
delivered by the DEC to the EPA. By letter dated July 14, 2000, the EPA wrote to
Central Hudson requesting additional documents and other information to assist
the EPA in its investigation. The request from the EPA seeks documents and
information for the period from 1982 to the present. Central Hudson believes
that any required permits were obtained.
Item 6. Exhibits and Reports of Form 8-K
(a) The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-K:
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
----------- -------------------
(10) (iii) 28 -- Amendment and Restatement, dated June 23, 2000, of the Central
Hudson Executive Deferred Compensation Plan, as amended and
renamed the Supplementary Retirement Plan, effective December
15, 1999. (Exhibit 10 (iii) 28)
(10) (iii) 29 -- Amendment and Restatement, dated June 23, 2000, of the Central
Hudson Retirement Benefit Restoration Plan. (Exhibit 10 (iii)
29)
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(12) -- Statement Showing Computation of the Ratio of Earnings to Fixed
Charges and the Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.
(27) -- Financial Data Schedule, pursuant to Item 601(c) of Regulation
S-K.
(99) (i) 8 -- Press release of Central Hudson, issued on June 1, 2000,
relating to the proposed auction of Central Hudson's interest
in the Nine Mile 2 Plants.
(99) (i) 9 -- Press release of Central Hudson, issued on August 8, 2000,
relating to the sale of its interests in the Roseton and
Danskammer Plants.
(b) Reports on Form 8-K. During the period covered by this Report on Form
10-Q, the Corporation filed the following Current Report on Form 8-K:
(1) A Report, dated June 14, 2000, which describes the issuance and sale, on
June 13, 2000, of a tranche of Notes, in the aggregate principal amount of $40
million, under the Corporation's medium-term note program.
(2) A Report, dated August 8, 2000, which describes that Central Hudson, along
with Roseton Plant cotenants, Consolidated Edison and Niagara Mohawk, have
agreed to sell their interests in the Danskammer and Roseton Plants to Dynegy
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Central Hudson has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
(Registrant)
By: /s/ Donna S. Doyle
------------------------------------------
Donna S. Doyle
Vice President - Accounting and Controller
Dated: August 11, 2000
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EXHIBIT INDEX
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
----------- -------------------
(10) (iii) 28 -- Amendment and Restatement, dated June 23, 2000, of the Central
Hudson Executive Deferred Compensation Plan, as amended and
renamed the Supplementary Retirement Plan, effective December
15, 1999. (Exhibit 10 (iii) 28)
(10) (iii) 29 -- Amendment and Restatement, dated June 23, 2000, of the Central
Hudson Retirement Benefit Restoration Plan. (Exhibit 10 (iii)
29)
(12) -- Statement Showing Computation of the Ratio of Earnings to Fixed
Charges and the Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.
(27) -- Financial Data Schedule, pursuant to Item 601(c) of Regulation
S-K.
(99) (i) 8 -- Press release of Central Hudson, issued on June 1, 2000,
relating to the proposed auction of Central Hudson's interest
in the Nine Mile 2 Plants.
(99) (i) 9 -- Press release of Central Hudson, issued on August 8, 2000,
relating to the sale of its interests in the Roseton and
Danskammer Plants.
