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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
(This Amendment No. 1 is filed as a result of the correction of a mathematical computation of the Computation of Ratio of Earnings to Fixed Charges in Exhibit 12-1 and 12-2 for the twelve-month periods ended June 30, 1999 and December 31, 1998 as well as the correction of information contained in Part II, Item 5. These Part II amended items represent corrections of the 1995 and prior summary of Capitalized Costs Excluded From Amortization and the inclusion of the Sales, net of production costs line item as a source of change in the standardized measure of discounted net cash flows since this line item was inadvertently omitted.)
FORM 10-Q/A
(Mark One)
[X]
For the quarterly period ended June 30, 1999, or
[ ]
For the transition period from to
Commission file number 1-10070
MCN ENERGY GROUP INC.
(Exact name of registrant as specified in its charter)
Michigan
500 Griswold Street, Detroit, Michigan
48226
Registrants telephone number, including area code 313-256-5500
No Changes
(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 [ ]
Number of shares outstanding of each of the registrants classes of common stock, as of July 30, 1999:
Common Stock, par value $.01 per share: 85,655,381
Other Information | ||||||||
Exhibits And Reports On Form 8-K | ||||||||
Signature | ||||||||
EXHIBIT INDEX |
INDEX TO FORM 10-Q/A
For Quarter Ended June 30, 1999
Page | ||||
Number | ||||
COVER | i | |||
INDEX | ii | |||
PART I FINANCIAL INFORMATION | ||||
Managements
Discussion and Analysis of Financial Condition and Results of Operations |
1 | |||
Financial Statements | 22 | |||
PART II OTHER INFORMATION | ||||
Item 5. Other Information | 44 | |||
Item 6. Exhibits and Reports on Form 8-K | 48 | |||
SIGNATURE | 49 |
ii
Supplementary Information for Gas and Oil Producing Activities (Unaudited)
In December 1998, MCN accounted for its E&P segment as a discontinued operation as a result of its decision to sell all of its gas and oil properties. In August 1999, MCN announced a significantly revised strategic direction. Consistent with this revised strategy, as well as the result of the lowering of the bid for the Michigan E&P properties, MCN will now retain its natural gas producing properties in Michigan and continue selling its other E&P oil and gas properties. Accordingly, E&Ps operating results have been reclassified from discontinued operations to continuing operations. Refer to Managements Discussion and Analysis and Note 6 to the Consolidated Financial Statements, included herein, for additional information regarding the E&P segment and managements decision to retain the properties in Michigan. The following information is prepared in accordance with SFAS No. 69, Disclosures About Oil and Gas Producing Activities and related Securities and Exchange Commission (SEC) accounting rules. The information, as of or for the years ended December 31, would have been provided in MCNs 1998 Annual Report on Form 10-K/ A if the E&P segment had not been classified as a discontinued operation.
MCNIC Oil & Gas Company (MOG), an indirect subsidiary of MCN, is engaged in natural gas and oil exploration, development and production. The full cost accounting method prescribed by the SEC is followed for investments in gas and oil properties. Under the full cost method, substantially all acquisition, exploration and development costs are capitalized.
The unit of production method is used for calculating depreciation, depletion and amortization (DD&A) on proved gas and oil properties. The average DD&A expense per thousand cubic feet equivalent was $.82, $.75 and $.70 in 1998, 1997 and 1996, respectively. Costs directly associated with the acquisition and evaluation of unproved gas and oil properties are excluded from the amortization base until the related properties are evaluated. Such unproved properties are assessed periodically, and a provision for impairment is made when appropriate.
Capitalized Costs
1998 | 1997 | |||||||
(in Thousands) | ||||||||
Proved Properties | $ | 1,357,413 | $ | 1,033,492 | ||||
Unproved Properties | 99,611 | 265,809 | ||||||
1,457,024 | 1,299,301 | |||||||
SEC Ceiling Test Write-downs (Note 2c) | 416,977 | | ||||||
Accumulated Depreciation, Depletion and Amortization | 224,795 | 150,015 | ||||||
Net Capitalized Costs | $ | 815,252 | $ | 1,149,286 | ||||
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Capitalized Costs Excluded From Amortization
Unproved properties held by MCN are excluded from amortization until they have been evaluated. A summary of costs excluded from amortization at December 31, 1998, and the year in which they were incurred, follows:
Year Costs Incurred | ||||||||||||||||||||
1995 & | ||||||||||||||||||||
Total | 1998 | 1997 | 1996 | Prior | ||||||||||||||||
(in Thousands) | ||||||||||||||||||||
Acquisition | $ | 43,131 | $ | 14,254 | $ | 17,119 | $ | 9,321 | $ | 2,437 | ||||||||||
Exploration | 56,480 | 13,757 | 32,655 | 9,935 | 133 | |||||||||||||||
$ | 99,611 | $ | 28,011 | $ | 49,774 | $ | 19,256 | $ | 2,570 | |||||||||||
The acquisition amount includes all costs incurred to purchase or lease property with unproved reserves.
Cost Incurred
1998 | 1997 | 1996 | |||||||||||
(in Thousands) | |||||||||||||
Acquisition: | |||||||||||||
Proved properties | $ | 53,377 | $ | 35,695 | $ | 60,340 | |||||||
Unproved properties | 7,498 | 66,721 | 136,142 | ||||||||||
60,875 | 102,416 | 196,482 | |||||||||||
Exploration | 52,948 | 143,580 | 65,160 | ||||||||||
Development | 86,607 | 129,001 | 120,569 | ||||||||||
$ | 200,430 | $ | 374,997 | $ | 382,211 | ||||||||
Results of Operations
1998 | 1997 | 1996 | |||||||||||
(in Thousands) | |||||||||||||
Operating Revenues: | |||||||||||||
Unaffiliated customers | $ | 150,504 | $ | 144,041 | $ | 94,615 | |||||||
Affiliated customers | 56,598 | 71,787 | 43,326 | ||||||||||
207,102 | 215,828 | 137,941 | |||||||||||
Production Costs | 79,245 | 68,364 | 48,255 | ||||||||||
SEC Ceiling Test Write-downs | 416,977 | | | ||||||||||
Depreciation, Depletion and Amortization | 80,576 | 73,910 | 44,469 | ||||||||||
576,798 | 142,274 | 92,724 | |||||||||||
Income (Loss) Before Income Taxes | (369,696 | ) | 73,554 | 45,217 | |||||||||
Income Taxes: | |||||||||||||
Income tax provision (benefit) | (129,698 | ) | 26,997 | 16,438 | |||||||||
Gas production tax credits | (10,485 | ) | (17,797 | ) | (15,878 | ) | |||||||
(140,183 | ) | 9,200 | 560 | ||||||||||
Results of Operations, Excluding Corporate And Interest Costs | $ | (229,513 | ) | $ | 64,354 | $ | 44,657 | ||||||
Reserve Quantity Information
MCNs proved reserves are located in the United States. Information on estimated gas and oil reserves that follows was obtained by MOG from the independent petroleum engineering
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consultants Ryder Scott Company, Miller and Lents, Ltd., S.A. Holditch & Associates, Netherland, Sewell & Associates, Inc., and Williamson Petroleum Consultants, Inc.
1998 | 1997 | |||||||||||||||||
Gas | Oil | Gas | Oil | |||||||||||||||
(MMcf) | (MBbl) | (MMcf) | (MBbl) | |||||||||||||||
Proved Developed and Undeveloped Reserves: | ||||||||||||||||||
Beginning of year | 1,166,174 | 25,843 | 1,137,729 | 17,214 | ||||||||||||||
Revisions of previous estimates | (66,188 | ) | (2,865 | ) | (30,260 | ) | (430 | ) | ||||||||||
Extensions and discoveries | 59,729 | 534 | 165,283 | 4,435 | ||||||||||||||
Production | (82,040 | ) | (2,635 | ) | (78,218 | ) | (3,346 | ) | ||||||||||
Sales of minerals in place | (37,661 | ) | (8,389 | ) | (51,465 | ) | (1,019 | ) | ||||||||||
Purchases of minerals in place | 52,959 | 499 | 23,105 | 8,989 | ||||||||||||||
End of year | 1,092,973 | 12,987 | 1,166,174 | 25,843 | ||||||||||||||
Proved Developed Reserves: | ||||||||||||||||||
Beginning of year | 590,299 | 12,601 | 688,995 | 9,554 | ||||||||||||||
End of year | 630,130 | 6,367 | 590,299 | 12,601 |
Standardized Measure of Discounted Future Net Cash Flows
The following presentation of the standardized measure of discounted future net cash flows is intended to be neither a measure of the fair market value of MCNs gas and oil properties, nor an estimate of the present value of actual future cash flows to be obtained as a result of their development and production. It is based upon subjective estimates of proved reserves only and attributes no value to categories of reserves other than proved reserves, such as probable or possible reserves, or to unproved acreage. Furthermore, as it is based on year-end prices and costs adjusted only for existing contractual arrangements and assumes an arbitrary annual discount rate of 10%, it does not reflect the impact of future price and cost changes. Future income tax expenses were computed by applying statutory tax rates, adjusted for permanent differences and tax credits, to estimated future pre-tax net cash flows.
The standardized measure is intended to provide a better means for comparing the value of MCNs proved reserves at a given time with those of other gas and oil producing companies than is provided by a simple comparison of raw proved reserve quantities.
1998 | 1997 | 1996 | ||||||||||
(in Thousands) | ||||||||||||
Future Revenues | $ | 2,795,786 | $ | 3,121,124 | $ | 3,867,785 | ||||||
Future Production Costs | 984,042 | 1,155,734 | 1,322,108 | |||||||||
Future Development Costs | 264,631 | 328,739 | 340,190 | |||||||||
Future Net Cash Flows Before Income Taxes | 1,547,113 | 1,636,651 | 2,205,487 | |||||||||
Discount to Present Value at 10% | 806,746 | 812,605 | 1,139,507 | |||||||||
Present Value of Future Net Cash Flows Before Income Taxes | 740,367 | 824,046 | 1,065,980 | |||||||||
Future Income Taxes Discounted at 10% | | 105,371 | 226,913 | |||||||||
Future Tax Credits Discounted at 10% | | (50,889 | ) | (62,207 | ) | |||||||
Standardized Measure of Discounted Future Net Cash Flows | $ | 740,367 | $ | 769,564 | $ | 901,274 | ||||||
Future income taxes and tax credits have been excluded from the 1998 calculation since MOG is in a net operating loss position, and it is more likely than not that these tax benefits would not be realized by MOG on a stand-alone basis. However, MCN files a consolidated federal income tax return, which includes the taxable income or loss of MOG as well as MOGs tax credits.
46
Accordingly, it is managements opinion that any tax benefits earned by MOG will be utilized by MCN in its consolidated tax returns.
The principal sources of change in the standardized measure of discounted future net cash flows were as follows:
1998 | 1997 | 1996 | |||||||||||
(in Thousands) | |||||||||||||
Beginning of Year | $ | 769,564 | $ | 901,274 | $ | 521,907 | |||||||
Net changes in sales prices and production costs | (67,085 | ) | (261,154 | ) | 126,526 | ||||||||
Net change due to revisions in quantity estimates | (59,106 | ) | (26,015 | ) | 5,061 | ||||||||
Extensions, discoveries, additions and improved recovery, net of related costs | 46,739 | 153,291 | 200,026 | ||||||||||
Development costs incurred, previously estimated | 86,607 | 103,201 | 86,810 | ||||||||||
Changes in estimated future development costs | (26,573 | ) | (120,219 | ) | (81,069 | ) | |||||||
Sales, net of production costs | (127,857 | ) | (147,464 | ) | (89,686 | ) | |||||||
Net change in future income taxes | 105,371 | 116,366 | (85,616 | ) | |||||||||
Net change in federal tax credits | (41,997 | ) | (17,797 | ) | (15,878 | ) | |||||||
Sales of reserves in place | (56,924 | ) | (83,985 | ) | | ||||||||
Purchases of reserves in place | 41,525 | 48,685 | 193,550 | ||||||||||
Accretion of discount and other | 70,103 | 103,381 | 39,643 | ||||||||||
End of Year | $ | 740,367 | $ | 769,564 | $ | 901,274 | |||||||
Additional data relating to E&P activities follows:
1998 | 1997 | 1996 | ||||||||||
Production | ||||||||||||
Average Gas Sales Price (per Mcf) | $ | 2.04 | $ | 1.95 | $ | 1.96 | ||||||
Average Oil Sales Price (per Bbl) | $ | 12.58 | $ | 16.87 | $ | 20.18 | ||||||
Average Production Cost (per Mcf equivalent) | $ | .81 | $ | .70 | $ | .76 |
1998 | 1997 | 1996 | ||||||||||||||||||||||||
Gross | Net | Gross | Net | Gross | Net | |||||||||||||||||||||
Drilling Activity | ||||||||||||||||||||||||||
Working Interest Well Completions: | ||||||||||||||||||||||||||
Exploratory: | ||||||||||||||||||||||||||
Productive | 58 | 26 | 63 | 30 | 63 | 28 | ||||||||||||||||||||
Dry | 37 | 14 | 39 | 19 | 37 | 15 | ||||||||||||||||||||
Total Exploratory | 95 | 40 | 102 | 49 | 100 | 43 | ||||||||||||||||||||
Development: | ||||||||||||||||||||||||||
Productive | 536 | 335 | 574 | 354 | 355 | 230 | ||||||||||||||||||||
Dry | 15 | 6 | 20 | 9 | 12 | 6 | ||||||||||||||||||||
Total Development | 551 | 341 | 594 | 363 | 367 | 236 | ||||||||||||||||||||
Total Working Interest Well Completions | 646 | 381 | 696 | 412 | 467 | 279 | ||||||||||||||||||||
Wells in Process of Drilling at End of Year | 77 | 30 | 150 | 92 | 167 | 108 | ||||||||||||||||||||
1998 | 1997 | 1996 | ||||||||||||||||||||||
Gross | Net | Gross | Net | Gross | Net | |||||||||||||||||||
Producing Wells and Acreage | ||||||||||||||||||||||||
Producing Wells | ||||||||||||||||||||||||
United States | 3,143 | 1,782 | 2,917 | 1,677 | 2,890 | 1,481 | ||||||||||||||||||
Developed Lease Acreage | ||||||||||||||||||||||||
United States | 623,076 | 352,315 | 663,767 | 344,818 | 519,107 | 287,964 | ||||||||||||||||||
Undeveloped Lease Acreage | ||||||||||||||||||||||||
United States | 2,693,767 | 1,148,920 | 2,592,915 | 1,239,908 | 1,701,063 | 970,873 | ||||||||||||||||||
47
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit | ||||||
Number | Description | |||||
12-1 | Computation of Ratio of Earnings to Fixed Charges for MCN Energy Group Inc. | |||||
12-2 | Computation of Ratio of Earnings to Fixed Charges for MCN Investment Corporation | |||||
23-1 | Consent of Ryder Scott Company | |||||
23-2 | Consent of Miller and Lents, Ltd. | |||||
23-3 | Consent of S.A. Holditch & Associates | |||||
23-4 | Consent of Netherland, Sewell & Associates, Inc. | |||||
23-5 | Consent of Williamson Petroleum Consultants, Inc. | |||||
27-1 | Financial Data Schedule 1999. | |||||
27-2 | Financial Data Schedule 1998. |
(b) Reports on Form 8-K
Registrant filed a report on Form 8-K dated August 2, 1999, under Item 5. The contents of the Form 8-K were three press releases issued by MCN on August 2, 1999 outlining its revised strategic direction, the naming of the leadership team to implement the new strategy and the 1999 second quarter earnings release. | |
MCN announced a significantly revised strategic direction. Key aspects of the new corporate strategy include a regional rather than North American focus, and an emphasis on achieving operational efficiencies and growth through integration of existing businesses rather than building a portfolio of diverse, non-operated energy investments. Consistent with the new strategy, as well as the result of the lowering of the bid for the Michigan Exploration & Production (E&P) properties, MCN will retain its natural gas producing properties in Michigan. At year-end 1998, the E&P segment was classified as discontinued operations in preparation for the sale of the companys entire E&P business. | |
Key aspects of the new strategy include reorganizing the MCN family of businesses to include four primary operating segments (Gas Distribution, Midstream & Supply, Energy Marketing and Power) and an investment arm (Energy Holdings). Changes to the leadership team include: |
Stephen E. Ewing | President & Chief Operating Officer (COO), MCN Energy Group Inc. | |
Anne Cooke | President & CEO, MCN Energy Marketing | |
Steve Kurmas | President & CEO, MCN Midstream & Supply | |
Joseph Roberts | President & CEO, MCN Power | |
President & CEO, MCN Energy Holdings |
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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.
MCN ENERGY GROUP INC. |
Date: September 21, 1999
By: |
/s/ GERARD KABZINSKI |
Gerard Kabzinski | |
Vice President and Controller |
49
EXHIBIT INDEX
Exhibit | ||||||
Number | Description | |||||
12-1 | Computation of Ratio of Earnings to Fixed Charges for MCN Energy Group Inc. | |||||
12-2 | Computation of Ratio of Earnings to Fixed Charges for MCN Investment Corporation | |||||
23-1* | Consent of Ryder Scott Company | |||||
23-2* | Consent of Miller and Lents, Ltd. | |||||
23-3* | Consent of S.A. Holditch & Associates | |||||
23-4* | Consent of Netherland, Sewell & Associates, Inc. | |||||
23-5* | Consent of Williamson Petroleum Consultants, Inc. | |||||
27-1* | Financial Data Schedule. 1999 | |||||
27-2* | Financial Data Schedule. 1998 |
|