NEW YORK STATE ELECTRIC & GAS CORP
10-Q, 2000-05-12
ELECTRIC & OTHER SERVICES COMBINED
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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, 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 1-3103-2

New York State Electric & Gas Corporation
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization)

15-0398550
(IRS Employer Identification No.)

 

 

P. O. Box 3287, Ithaca, New York
(Address of principal executive offices)

14852-3287
(Zip Code)

(607) 347-4131
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes     X        No           

The number of shares of common stock (par value $6.66 2/3 per share) outstanding as of April 30, 2000, was 64,508,477. All shares are owned by Energy East Corporation.

 

 

TABLE OF CONTENTS

PART I

 

 

Page

 

 

 

Item 1.

Financial Statements

1

 

 

 

Item 2.

Management's Discussion and Analysis of Financial
  Condition and Results of Operations

 

 

(a) Results of Operations

7

 

(b) Liquidity and Capital Resources

7

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

10

PART II

Item 1.

Legal Proceedings

10

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 

(a) Exhibits

11

 

(b) Reports on Form 8-K

11

Signature

12

 

 

Exhibit Index

13

 

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

New York State Electric & Gas Corporation
Statements of Income - (Unaudited
)

Three Months Ended March 31

2000   

1999  

 

(Thousands)         

Operating Revenues

 

 

  Electric

$438,011 

$415,340

  Natural gas

137,753 

135,394

     Total Operating Revenues

575,764 

550,734

Operating Expenses

 

 

  Electricity purchased and fuel
    used in generation


215,116 


145,676

  Natural gas purchased

68,553 

56,482

  Other operating expenses

58,752 

70,049

  Maintenance

20,237 

17,495

  Depreciation and amortization

27,396 

30,957

  Other taxes

36,122 

47,279

      Total Operating Expenses

426,176 

367,938

Operating Income

149,588 

182,796

Interest Charges, Net

25,426 

30,227

Other (Income) and Deductions

(725)

67

Income Before Federal Income Taxes

124,887 

152,502

Federal Income Taxes

41,423 

53,217

Net Income

83,464 

99,285

Preferred Stock Dividends

99 

1,030

Balance Available for Common Stock

$83,365 

$98,255



















The notes on page 6 are an integral part of the financial statements.

Item 1.  Financial Statements (Cont'd)

New York State Electric & Gas Corporation
Balance Sheets - (Unaudited)

 

March 31,
2000  

Dec. 31,
1999  

 

(Thousands)        

Assets

 

 

Current Assets

 

 

 Cash and cash equivalents

$20,679

$114,494

 Special deposits

1,866

1,232

 Accounts receivable, net

146,762

139,101

 Accounts receivable, affiliated company

-   

17,789

 Fuel, at average cost

4,674

16,055

 Materials and supplies, at average cost

8,760

8,069

 Prepayments

45,006

32,612

   Total Current Assets

227,747

329,352

Utility Plant, at Original Cost

 

 

 Electric

3,394,221

3,393,135

 Natural gas

628,907

625,377

 Common

140,153

140,035

 

4,163,281

4,158,547

 Less accumulated depreciation

2,051,979

2,033,449

   Net Utility Plant in Service

2,111,302

2,125,098

 Construction work in progress

14,346

10,268

   Total Utility Plant

2,125,648

2,135,366

Other Property and Investments, Net

70,340

66,543

Regulatory and Other Assets

 

 

 Regulatory assets

 

 

  Unfunded future federal income taxes

27,789

27,655

  Unamortized loss on debt reacquisitions

51,677

52,671

  Demand-side management program costs

46,578

52,649

  Environmental remediation costs

58,500

58,400

  Other

20,051

19,543

 Total regulatory assets

204,595

210,918

 Other assets

 

 

  Prepaid pension benefit

193,928

174,741

  Other

27,166

26,898

 Total other assets

221,094

201,639

   Total Regulatory and Other Assets

425,689

412,557

   Total Assets

$2,849,424

$2,943,818








The notes on page 6 are an integral part of the financial statements.

Item 1.  Financial Statements (Cont'd)

New York State Electric & Gas Corporation
Balance Sheets - (Unaudited)

 

March 31,
2000  

Dec. 31,
1999  

 

(Thousands)        

Liabilities

 

 

Current Liabilities

 

 

 Current portion of long-term debt

$737 

$975

 Notes payable

-    

163,240

 Accounts payable and accrued liabilities

106,139 

130,281

 Interest accrued

27,129 

16,535

 Taxes accrued

69,607 

14,732

 Accumulated deferred federal income tax, net

55,035 

49,165

 Other

49,370 

66,695

   Total Current Liabilities

308,017 

441,623

Regulatory and Other Liabilities

 

 

 Regulatory liabilities

 

 

  Deferred income taxes

55,640 

58,923

  Deferred income taxes, unfunded future
   federal income taxes


13,024 


13,024

  Other

17,836 

20,817

 Total regulatory liabilities

86,500 

92,764

 Other liabilities

 

 

  Deferred income taxes

204,029 

211,220

  Other postretirement benefits

166,555 

161,370

  Environmental remediation costs

78,500 

78,400

  Other

113,591 

110,342

 Total other liabilities

562,675 

561,332

 Long-term debt

1,210,593 

1,210,474

   Total Liabilities

2,167,785 

2,306,193

Commitments

-    

-   

Preferred Stock

 

 

 Preferred stock redeemable solely at the
  company's option


10,159 


10,159

Common Stock Equity

 

 

 Common stock

430,057 

430,057

 Capital in excess of par value

170,678 

170,678

 Retained earnings

71,958 

26,731

 Accumulated other comprehensive income

(1,213)

-   

   Total Common Stock Equity

671,480 

627,466

   Total Liabilities and Stockholder's Equity

$2,849,424 

$2,943,818






The notes on page 6 are an integral part of the financial statements.

Item 1.  Financial Statements (Cont'd)

New York State Electric & Gas Corporation
Statements of Cash Flows - (Unaudited
)

Three Months Ended March 31

2000  

1999  

 

(Thousands)        

Operating Activities

 

 

 Net income

$83,464 

$99,285 

 Adjustments to reconcile net income to net
  cash provided by operating activities

 

 

   Depreciation and amortization

27,396 

30,957 

   Federal income taxes and investment tax
     credits deferred, net


(3,687)


(223,880)

   Pension income

(17,706)

(11,221)

 Changes in current operating assets and   liabilities

 

 

   Accounts receivable

10,128 

(13,891)

   Inventory

10,690 

17,395 

   Prepayments

(12,394)

(24,768)

   Accounts payable and accrued liabilities

(24,142)

(19,704)

   Taxes accrued

54,875 

324,371 

 Other, net

(1,822)

(20,435)

   Net Cash Provided by Operating Activities

126,802 

158,109 

Investing Activities

 

 

 Utility plant additions

(19,140)

(13,572)

   Net Cash Used in Investing Activities

(19,140)

(13,572)

Financing Activities

 

 

 Repayments of preferred stock

-    

(75,000)

 Notes payable, net

(163,240)

(26,300)

 Dividends on common and preferred stock

(38,237)

(47,808)

   Net Cash Used in Financing Activities

(201,477)

(149,108)

Net Increase (Decrease) in Cash and
 Cash Equivalents


(93,815)


(4,571)

Cash and Cash Equivalents, Beginning of Period

114,494 

12,149 

Cash and Cash Equivalents, End of Period

$20,679 

$7,578 

 

 

 

Supplemental Disclosure of Cash Flows
 Information

 

 

 Cash paid during the period

 

 

  Interest, net of amounts capitalized

$13,698 

$13,017 

  Income taxes

$5,661 

-    








The notes on page 6 are an integral part of the financial statements.

Item 1.  Financial Statements (Cont'd)

New York State Electric & Gas Corporation
Statements of Retained Earnings - (Unaudited)

Three Months Ended March 31

2000  

1999  

 

(Thousands)       

 

 

 

Balance, beginning of period

$26,731

$58,876

Add net income

83,464

99,285

 

110,195

158,161

 

 

 

Deduct dividends on capital stock
 Preferred
 Common


99
38,138


1,030
46,778

 

38,237

47,808

 

 

 

Balance, end of period

$71,958

$110,353








The notes on page 6 are an integral part of the financial statements.




New York State Electric & Gas Corporation
Statements of Comprehensive Income - (Unaudited)

Three Months Ended March 31

2000  

1999 

 

(Thousands)       

 

 

 

Net income

$83,464 

$99,285

Other comprehensive income, net of tax

 

 

  Net unrealized gain on investments

138 

-   

  Minimum pension liability adjustment

(1,351)

-   

  Total other comprehensive income (loss)

(1,213)

-   

Comprehensive income

$82,251 

$99,285








The notes on page 6 are an integral part of the financial statements.

Item 1.  Financial Statements (Cont'd)

Note 1. Unaudited Financial Statements

The accompanying unaudited financial statements reflect all adjustments which are necessary, in the opinion of management, for a fair presentation of New York State Electric & Gas Corporation's (company) results for the interim periods. All such adjustments are of a normal recurring nature. The unaudited financial statements should be read in conjunction with the financial statements and notes contained in the company's Form 10-K for the year ended December 31, 1999. Due to the seasonal nature of the company's operations, financial results for interim periods are not necessarily indicative of trends for a 12-month period.

Note 2. Segment Information

Selected unaudited financial information for the company's business segments is presented in the following table. The electric business segment consists of electricity distribution, transmission and generation operations. The natural gas business segment consists of natural gas distribution, transportation and storage operations. Other represents corporate assets.

 


Electric 

Natural 
Gas   


Other 


Total  

 

 

(Thousands)        

 

Three Months Ended

 

 

 

 

 March 31, 2000

 

 

 

 

   Operating Revenues

$438,011

$137,753

-   

$575,764

   Net Income

$58,985

$24,479

-   

$83,464

 

 

 

 

 

 March 31, 1999

 

 

 

 

   Operating Revenues

$415,340

$135,394

-   

$550,734

   Net Income

$69,685

$29,600

-   

$99,285

 

 

 

 

 

Identifiable Assets

 

 

 

 

 March 31, 2000

$2,071,405

$595,973

$182,046

$2,849,424

 December 31, 1999

$2,079,332

$592,148

$272,338

$2,943,818

Note 3. Reclassifications

Certain amounts have been reclassified on the unaudited financial statements to conform with the 2000 presentation.

 

 

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

(a) Results of Operations

Earnings

Earnings for the first quarter of 2000 decreased primarily due to lower retail electricity and natural gas deliveries caused by milder weather this year, higher purchase costs of electricity and natural gas and lower retail electricity prices. Those decreases were partially offset by cost control efforts and a federal income tax adjustment due to the settlement of the 1995 and 1996 IRS audit.

Operating Results for the Electric Business

Operating revenues increased for the quarter primarily due to wholesale activity, partially offset by lower retail deliveries caused by milder weather this year and lower retail prices. Operating expenses increased primarily due to higher purchase costs of electricity, partially offset by cost control efforts. Purchased power costs have increased primarily due to overall energy market conditions and higher than anticipated ancillary services costs associated with the New York Independent System Operator.

Operating Results for the Natural Gas Business

Operating revenues increased for the quarter primarily due to higher wholesale activity, partially offset by lower retail deliveries caused by milder weather this year. Operating expenses increased primarily due to higher purchased gas costs, partially offset by cost control efforts.

 

(b) Liquidity and Capital Resources

Electric Business

Nine Mile Point 2
: The company announced in June 1999 that it had agreed to sell its 18% interest in Nine Mile Point 2 to AmerGen Energy Company, a joint venture of PECO Energy Company and British Energy. In the same announcement, Niagara Mohawk Power Corporation announced the sale of Nine Mile Point 1 and its 41% interest in Nine Mile Point 2 to AmerGen. At closing, the company would have received $27.9 million in proceeds, subject to adjustments, based on its 18% ownership share. The company would have been entitled to potential additional payments through 2012 under a financial sharing agreement. A power purchase agreement with AmerGen would have required the company to purchase 17.1% of all electricity from Nine Mile Point 2 at negotiated prices for three years.

AmerGen was to assume full responsibility for the decommissioning of its ownership share of Nine Mile Point 2. The decommissioning fund was to be pre-funded to a fixed amount by the sellers, with all potential costs above the fixed amount paid by AmerGen .

In December 1999 Rochester Gas and Electric Corporation (RG&E), a Nine Mile Point 2 cotenant, exercised its right of first refusal in connection with the proposed sale of the plants, and stated that it would match AmerGen's offer and accept the terms and conditions of the AmerGen agreements. RG&E has contracted with a subsidiary of Entergy Corporation to lease, operate and maintain the plants. The Public Service Commission of the State of New York (PSC) began settlement negotiations in January 2000 seeking modifications to the proposed terms of the sale of the company's and Niagara Mohawk's interests in the Nine Mile Point units, whether to AmerGen or RG&E. On May 11, 2000, the company, Niagara Mohawk and AmerGen executed a termination agreement.

On April 5, 2000, the company filed a motion asking the PSC to dismiss the company's July 1999 petition to sell its interest in Nine Mile Point 2 to AmerGen. The company noted that the market for nuclear generation has changed dramatically since the agreement to sell the majority interest in Nine Mile Point 2 was announced in June 1999. The motion also asked the PSC to reaffirm its mandate in the company's restructuring agreement that there be an auction of Nine Mile Point 2 with pre-approved protocols and pre-approved regulatory treatment. On April 25, 2000, the PSC issued an order approving withdrawal of the petition. The order did not specifically provide for pre-approved protocols and pre-approved regulatory treatment. It did note, however, the desirability of selling Nine Mile Point 2 through an open process and not delaying the sale. The order also noted (1) that the sale of Nine Mile Point 2 at current market values would constitute appropriate mitigation of the utilities' stranded costs and would establish a basis for the PSC to further consider the extent of the utilities' ability to recover their remaining stranded costs and (2) that the PSC would resolve the ratemaking treatment of any sale of Nine Mile Point 2 by following the principles established in the utilities' restructuring orders and examining reduced utility risks and corollary effects resulting from plant divestiture. The company expects the sale of Nine Mile Point 2 to close by the end of the year.

Issues have been raised regarding worsening performance at the Nine Mile Point units, which are operated by Niagara Mohawk. On September 30, 1999, the Nuclear Regulatory Commission (NRC) issued a Plant Performance Review on the Nine Mile Point units. The NRC stated that it would increase its scrutiny of the operation of the Nine Mile Point nuclear units over the next six months as a result of the worsening performance of those units and weaknesses in areas such as plant maintenance, work planning and scheduling and engineering support.

Niagara Mohawk made management changes at Nine Mile Point, including hiring PECO Energy for managerial advice, because performance of the units had not reached expected levels. The company supports these efforts to improve performance and safety at Nine Mile Point 2 and continues to believe that the sale of the plants is in the best interests of customers and the company's shareholders.

 

On March 31, 2000, the NRC issued an updated Plant Performance Review, which noted some improvement during the preceding six months. The NRC report noted that problems continued to occur in the areas of human performance, equipment reliability and material condition, and in the effectiveness of the corrective action program.

New York Independent System Operator: The New York Independent System Operator (NYISO) began operating on November 18, 1999. The NYISO and the New York State Reliability Council were formed to restructure the New York Power Pool in response to Federal Energy Regulatory Commission (FERC) Order 888. FERC Orders 888 and 889 were issued to foster the development of competitive wholesale electricity markets by opening up transmission services and to address the resulting stranded costs. The NYISO administers a new, centralized energy and ancillary services market.

The NYISO continues to experience software and operational breakdowns which have resulted in unexplained spikes in the price of electricity, billing errors and reliability concerns. On March 31, 2000, the company petitioned the FERC to allow for the recalculation of prices in a manner consistent with a properly functioning competitive market and to seek refunds as provided within the framework of the NYISO's tariffs. On April 24, 2000, the company petitioned the FERC to investigate and initiate emergency actions to correct start-up and transitional problems at the NYISO. Other parties have filed petitions with the FERC related to these issues. Because the company has substantially satisfied its power requirements for this summer, it does not expect that these transitional problems will have a material adverse effect on its financial position or results of operations.

Competitive Electric Metering: On June 16, 1999, the PSC issued an Order Providing for Competitive Metering, which calls for opening up competition for electric metering services among a limited number of large customers (50 kilowatts or more) in New York State. The services include installation and maintenance of electric meters, meter reading and meter data retrieval and storage. The PSC has further delayed the effective date of the tariffs filed by the company from April 1, 2000, to September 29, 2000. The company does not anticipate that this order will have a material effect on its financial position or results of operations.

Investing and Financing Activities

Investing Activities
: Capital spending for the first three months of 2000 was $19 million including nuclear fuel. Capital spending for 2000, including nuclear fuel, is projected to be $80 million and is expected to be paid for entirely with internally generated funds. Capital spending will be primarily for the extension of energy delivery service, necessary improvements to existing facilities and compliance with environmental requirements.

Financing Activities: In January 2000 the company redeemed $163 million of unsecured notes with cash and commercial paper.

Forward-looking Statements

This Form 10-Q contains certain forward-looking statements that are based on management's current expectations and information that is currently available. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. Whenever used in this report, the words "estimate," "expect," "believe," "anticipate" or similar expressions are intended to identify such forward-looking statements.

In addition to the assumptions and other factors referred to specifically in connection with such statements, factors that could cause actual results to differ materially from those contemplated in any forward-looking statements include, among others, the deregulation and unbundling of energy services; the company's ability to compete in the rapidly changing and increasingly competitive electricity and natural gas utility markets; its ability to control non-utility generator and other costs; changes in fuel supply or cost and the success of its strategies to satisfy its power requirements now that all of its affiliate's coal-fired generation assets have been sold; market risk; the ability to obtain adequate and timely rate relief; nuclear or environmental incidents; legal or administrative proceedings; changes in the cost or availability of capital; growth in the areas in which it is doing business; weather variations affecting customer energy usage; and other considerations that may be disclosed from time to time in its publicly disseminated documents and filings. The company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 3.  Quantitative and Qualitative Disclosures About Market
         Risk
(See Form 10-K for fiscal year ended December 31, 1999, Item 7A - Quantitative and qualitative disclosures about market risk.)

 

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

(a)  In January 1992 the New York State Department of Environmental Conservation (NYSDEC) notified the company that it had been identified as a potentially responsible party (PRP) at the Peter Cooper Corporation's Landfill Site (Peter Cooper Site) in the village of Gowanda, New York. The Peter Cooper Site is listed on the National Priorities List and the New York State Registry. Three other PRPs were identified in the NYSDEC letter. The company believes that remediation costs at the Peter Cooper Site might rise to $16 million. In May 1992 the company notified the NYSDEC that it believed it had no responsibility for the alleged contamination at the Peter Cooper Site, and it declined to conduct remediation or finance remediation costs.

In June 1999 the U.S. Environmental Protection Agency (EPA) notified the company and 18 other companies that they are PRPs with respect to the Peter Cooper Site, and offered them the opportunity to perform a remedial investigation and feasibility study at the site. Along with approximately 12 other companies, the company indicated to EPA its willingness to consider performing the study for a portion of the Peter Cooper Site. On April 5, 2000, EPA issued a unilateral administrative order to the company and 13 other companies requiring them to perform the study for the entire Peter Cooper Site. The company believes that the ultimate disposition of this matter will not have a material adverse effect on its financial position or results of operations.

(b)  The company received a letter in October 1999 from the Office of the Attorney General of New York State alleging that the company may have constructed and operated major modifications to certain emission sources at the Goudey and Greenidge generating stations, which it formerly owned, without obtaining the required prevention of significant deterioration or new source review permits. The Goudey and Greenidge plants were sold to The AES Corporation in May 1999. The letter requested that the company and AES provide the Attorney General's Office with a large number of documents relating to this allegation. On January 13, 2000, the company received a subpoena from the NYSDEC ordering production of similar documents. The NYSDEC has subsequently requested documents with respect to the Hickling and Jennison generating stations, which the company formerly owned. Those stations were also sold to AES in May 1999.

On April 19, 2000, the company received a letter from the EPA requesting similar information with respect to the Milliken and Kintigh generating stations, which it formerly owned. Those stations were also sold to AES in May 1999.

The company believes it has complied with the applicable rules and regulations and there is no basis for the Attorney General's allegation. The company furnished documents pursuant to the Attorney General's and the NYSDEC's requests. It is reviewing its files for documents relating to the EPA's request and for additional documents relating to the Attorney General's and the NYSDEC's requests.

 

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits - See Exhibit Index.

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter.

 

 

 

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

NEW YORK STATE ELECTRIC & GAS CORPORATION
              (Registrant)

 

 

By  /s/ Sherwood J. Rafferty             

 

        Sherwood J. Rafferty
        Senior Vice President and
        Chief Financial Officer

Date:  May 12, 2000

 

 

 

EXHIBIT INDEX

(a)  The following exhibits are delivered with this report:

Exhibit No.

 

(A)10-15 - 

Long-Term Executive Incentive Share Plan Amendment No. 2

27      

Financial Data Schedule

















_____________________________
(A)  Management contract or compensatory plan or arrangement.



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