-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JuMeC1slRkiF6l3WoOZn54wJ5zkIpzgaAAvbbbU7k7gwaa4IfZF4jUAus7eYijJ7 TZGvuIPB8qAF/vRbbCxz1w== 0000311259-98-000026.txt : 19981124 0000311259-98-000026.hdr.sgml : 19981124 ACCESSION NUMBER: 0000311259-98-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 19981123 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN ENTERPRISES CENTRAL INDEX KEY: 0000311259 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 041270730 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02297 FILM NUMBER: 98757735 BUSINESS ADDRESS: STREET 1: 9 RIVERSIDE RD CITY: WESTON STATE: MA ZIP: 02193 BUSINESS PHONE: 7816472300 FORMER COMPANY: FORMER CONFORMED NAME: EASTERN GAS & FUEL ASSOCIATES DATE OF NAME CHANGE: 19890511 8-K 1 EASTERN ENTERPRISES FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 1998 ----------------- EASTERN ENTERPRISES (Exact name of registrant as specified in its charter) Massachusetts 1-2297 04-1270730 - --------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 9 Riverside Road, Weston, Massachusetts 02493 - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (781) 647-2300 None - --------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events - --------------------- Restated Consolidated Financials. The consolidated financial statements of Eastern Enterprises ("Eastern") for its fiscal years ended December 31, 1997, 1996 and 1995 have been restated to reflect the business combination between Eastern and Essex County Gas Company ("Essex Gas") effective September 30, 1998 and accounted for under the pooling of interests method. The financial information noted above is contained in the revised management's discussion and analysis and in the financial statements and footnotes which are included as Exhibit 99.1 and Exhibit 99.2, respectively and incorporated by reference herein. Item 7. Financial Statements and Exhibits - ------------------------------------------ (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Exhibit 27.1 - Restated Financial Data Schedule - For the twelve months ended December 31, 1997. Exhibit 27.2 - Restated Financial Data Schedule - For the twelve months ended December 31, 1996. Exhibit 27.3 - Restated Financial Data Schedule - For the twelve months ended December 31, 1995. Exhibit 27.4 - Restated Financial Data Schedule - For the three months ended March 31, 1997. Exhibit 27.5 - Restated Financial Data Schedule - For the six months ended June 30, 1997. Exhibit 27.6 - Restated Financial Data Schedule - For the nine months ended September 30, 1997. Exhibit 27.7 - Restated Financial Data Schedule - For the three months ended March 31, 1996. Exhibit 27.8 - Restated Financial Data Schedule - For the six months ended June 30, 1996. Exhibit 27.9 - Restated Financial Data Schedule - For the nine months ended September 30, 1996. Exhibit 99.1 - The revised Management's Discussion and Analysis of Financial Condition and Results of Operations of Eastern Enterprises for its fiscal years ended December 31, 1997, 1996 and 1995. Exhibit 99.2 - The audited restated consolidated financial statements of Eastern Enterprises for its fiscal years ended December 31, 1997, 1996 and 1995. 2 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 hereunto duly authorized. EASTERN ENTERPRISES Date: November 23, 1998 By: /s/ JAMES J. HARPER -------------------- James J. Harper Vice President and Controller 3 EX-27.1 2 RESTATED FDS FOR 12 MONTH PERIOD ENDING 12/31/97
5 This schedule contains summary financial information extracted from the consolidated statement of earnings and the consolidated balance sheets and is qualified in its entirety by reference to such financial statements. 1,000 U.S. DOLLARS 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 1 175,709 0 128,460 17,220 61,336 421,068 1,621,850 688,169 1,530,365 225,365 371,492 22,438 29,326 0 462,032 1,530,365 754,481 1,023,740 565,631 785,531 104,092 13,836 37,411 82,870 26,954 55,916 0 0 0 55,916 2.50 2.49 EPS - Primary is EPS Basic per SFAS 128 EPS - Fully Diluted is EPS - Diluted per SFAS 128
EX-27.2 3 RESTATED FDS FOR 12 MONTH PERIOD ENDING 12/31/96
5 This schedule contains summary financial information extracted from the consolidated statement of earnings and the consolidated balance sheets and is qualified in its entirety by reference to such financial statements. 1,000 U.S. DOLLARS 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 1 160,108 0 116,039 17,301 65,831 408,705 1,550,469 635,333 1,514,853 253,662 367,683 22,387 29,292 0 438,626 1,514,853 755,391 1,057,271 583,433 811,531 91,659 14,560 37,272 102,249 37,748 64,501 0 0 0 64,501 2.90 2.88 EPS - Primary is EPS Basic per SFAS 128 EPS - Fully Diluted is EPS - Diluted per SFAS 128
EX-27.3 4 RESTATED FDS FOR 12 MONTH PERIOD ENDING 12/31/95
5 This schedule contains summary financial information extracted from the consolidated statement of earnings and the consolidated balance sheets and is qualified in its entirety by reference to such financial statements. 1,000 U.S. DOLLARS 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 1 185,274 6,074 123,038 16,604 54,955 435,742 1,448,683 584,065 1,467,594 241,241 379,019 22,288 29,598 0 404,185 1,469,594 698,123 994,462 534,599 757,531 90,663 15,190 41,273 89,805 26,244 63,561 0 (6,500) 0 57,061 2.58 2.57 EPS - Primary is EPS Basic per SFAS 128 EPS - Fully Diluted is EPS - Diluted per SFAS 128
EX-27.4 5 RESTATED FDS FOR 3 MONTH PERIOD ENDING 3/31/97
5 This schedule contains summary financial information extracted from the consolidated statement of earnings and the consolidated balance sheets and is qualified in its entirety by reference to such financial statements. 1,000 U.S. DOLLARS 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 1 175,563 0 171,262 18,883 43,343 408,254 1,558,164 652,419 1,493,531 238,139 365,767 22,398 29,301 0 459,546 1,493,531 320,681 385,063 244,487 300,034 24,161 6,865 9,501 44,502 16,540 27,962 0 0 0 27,962 1.26 1.25 EPS - Primary is EPS Basic per SFAS 128 EPS - Fully Diluted is EPS - Diluted per SFAS 128
EX-27.5 6 RESTATED FDS FOR 6 MONTH PERIOD ENDING 6/30/97
5 This schedule contains summary financial information extracted from the consolidated statement of earnings and the consolidated balance sheets and is qualified in its entirety by reference to such financial statements. 1,000 U.S. DOLLARS 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 1 170,870 0 123,930 19,910 46,403 346,904 1,569,439 665,440 1,417,720 157,835 374,461 22,416 29,309 0 463,371 1,417,720 483,645 616,140 365,869 476,696 50,030 10,453 18,864 60,097 19,966 40,131 0 0 0 40,131 1.80 1.79 EPS - Primary is EPS Basic per SFAS 128 EPS - Fully Diluted is EPS - Diluted per SFAS 128
EX-27.6 7 RESTATED FDS FOR 9 MONTH PERIOD ENDING 9/30/97
5 This schedule contains summary financial information extracted from the consolidated statement of earnings and the consolidated balance sheets and is qualified in its entirety by reference to such financial statements. 1,000 U.S. DOLLARS 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 1 181,482 0 73,595 18,963 64,955 359,902 1,587,406 674,562 1,432,493 167,355 343,469 22,427 29,318 0 452,519 1,432,493 558,179 758,324 376,504 589,341 74,096 11,353 27,814 55,720 18,405 37,315 0 0 0 37,315 1.67 1.66 EPS - Primary is EPS Basic per SFAS 128 EPS - Fully Diluted is EPS - Diluted per SFAS 128
EX-27.7 8 RESTATED FDS FOR 3 MONTH PERIOD ENDING 3/31/96
5 This schedule contains summary financial information extracted from the consolidated statement of earnings and the consolidated balance sheets and is qualified in its entirety by reference to such financial statements. 1,000 U.S. DOLLARS 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1 201,960 0 194,188 20,128 31,764 416,354 1,466,774 605,629 1,440,244 224,739 376,163 22,317 29,603 0 430,449 1,440,244 350,303 426,182 275,596 333,729 23,526 6,936 9,870 52,121 19,447 32,674 0 0 0 32,674 1.47 1.46 EPS - Primary is EPS Basic per SFAS 128 EPS - Fully Diluted is EPS - Diluted per SFAS 128
EX-27.8 9 RESTATED FDS FOR 6 MONTH PERIOD ENDING 6/30/96
5 This schedule contains summary financial information extracted from the consolidated statement of earnings and the consolidated balance sheets and is qualified in its entirety by reference to such financial statements. 1,000 U.S. DOLLARS 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 1 192,060 0 130,827 21,886 45,770 363,776 1,492,619 619,151 1,409,626 187,614 371,459 22,351 29,611 0 437,069 1,409,626 509,455 662,334 396,828 512,501 47,973 10,790 18,127 72,943 27,371 45,572 0 0 0 45,572 2.05 2.04 EPS - Primary is EPS Basic per SFAS 128 EPS - Fully Diluted is EPS - Diluted per SFAS 128
EX-27.9 10 RESTATED FDS FOR 9 MONTH PERIOD ENDING 9/30/96
5 This schedule contains summary financial information extracted from the consolidated statement of earnings and the consolidated balance sheets and is qualified in its entirety by reference to such financial statements. 1,000 U.S. DOLLARS 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 1 171,186 0 79,931 20,791 64,023 354,207 1,519,917 625,715 1,429,140 185,782 370,023 22,377 29,284 0 430,411 1,429,140 584,454 811,830 457,817 629,180 66,924 12,611 27,988 75,127 27,801 47,326 0 0 0 47,326 2.13 2.11 EPS - Primary is EPS Basic per SFAS 128 EPS - Fully Diluted is EPS - Diluted per SFAS 128
EX-99.1 11 EASTERNS MDA OF FINANCIAL CONDITION RESULTS OPER. Exhibit 99.1 Management's Discussion and Analysis of Financial Condition and Results of Operations: The following commentary should be read in conjunction with the Consolidated Financial Statements and accompanying Notes to Financial Statements. Eastern's acquisition of Essex County Gas Company ("Essex Gas") on September 30, 1998 has been accounted for as a pooling of interests, as discussed in Note 2 of Notes to Financial Statements. Accordingly, Eastern's financial statements presented for include the financial information of Essex Gas for all periods presented. Additionally Essex Gas' results have been combined with Boston Gas' results and are presented herein as natural gas distribution operations. Midland Enterprises is reported as marine transportation. As Essex Gas' contribution to consolidated revenues and operating earnings for 1995 through 1997 was less than 6% and 8%, respectively, it did not have a material impact on the comparative analyses presented below. Accordingly the discussion of natural gas distribution focuses on the revenues and operating earnings of Boston Gas. In June 1998, The U.S. Supreme Court held the Coal Industry Retiree Health Benefit of 1992 ("Coal Act") to be unconstitutional as applied to Eastern. As discussed in Note 13, the reversal of Coal Act provisions resulted in an extraordinary gain of $74.5 million pre-tax, $48.4 million net, or $2.13 per share in the second quarter of 1998. In October 1998 Eastern signed a definitive agreement to acquire Colonial Gas Company ("Colonial Gas") for $37.50 in Eastern stock and cash, as discussed in Note 3. The cash consideration has been fixed at $150.0 million and will be financed from currently available resources. Colonial Gas is a gas distribution utility serving about 150,000 customers in and around Lowell, Massachusetts and on Cape Cod. The merger is expected to close in mid-1999, subject to a number of conditions, including approval by regulators and the shareholders of both Eastern and Colonial Gas. 1997 COMPARED TO 1996 Overview The Company reported net earnings of $55.9 million, or $2.49 per share, in 1997, compared to net earnings of $64.5 million, or $2.88 per share, in 1996. (Per share figures are presented on a diluted basis, as described in Note 1.) Excluding non-recurring items and Eastern's share of AllEnergy's losses, earnings and earnings per share declined approximately 14% to $55.4 million, or $2.47 per share, in 1997 versus $64.1 million, or $2.86 per share, in 1996.
1997 1996 Change ---- ---- ------ (In millions) Revenues: Natural gas distribution $ 754.5 $ 755.4 (0.1)% Marine transportation 269.2 301.9 (10.8)% --------- --------- Total $1,023.7 $1,057.3 (3.2)% ======== ========
4 The decrease in consolidated revenues from 1996 to 1997 primarily reflects decreased demand and lower rates at marine transportation and lower average usage and the migration of customers from firm gas sales to transportation-only service, partially offset by sales to new customers, at Boston Gas.
1997 1996 Change ---- ---- ------ (In millions) Operating earnings: Natural gas distribution $87.8 $ 77.3 13.6% Marine transportation 34.6 58.4 (40.8)% Headquarters (7.1) (5.5) (29.1)% ------ ------ Total $115.3 $130.2 (11.4)% ====== ======
The decrease in operating earnings from 1996 to 1997 primarily reflects the impact of decreased revenues and poor operating conditions at marine transportation, partially offset by higher rates and lower operating expenses at Boston Gas. Other income primarily reflects losses of $5.5 million and $3.1 million in 1997 and 1996, respectively, representing Eastern's share of AllEnergy's operating losses. Eastern sold its investment in AllEnergy in December 1997. The effective tax rate in 1997 was 33%, which was 4% lower than in 1996, primarily because of adjustments relating to prior year returns, as described in Note 11. Natural gas distribution Revenues in 1997 were about the same as 1996, primarily because lower average customer usage, the migration of customers from firm sales to transportation-only service and the impact of comparatively warmer weather were offset by sales to new customers and the full year impact of Boston Gas' 1996 rate increase. Weather for 1997 was 3% colder than normal, but 2% warmer than 1996. Operating earnings increased 13.6% from 1996, primarily reflecting growth in throughput, lower operating expenses, higher rates and Boston Gas' $2.0 million gain on the settlement of pension obligations, partially offset by the margin impact of lower average usage and warmer weather and a higher charge for depreciation, reflecting continued investment in system replacement and expansion. While 1997 weather was only 2% warmer than 1996, weather for the first quarter of 1997, when natural gas distribution operations generate most of their revenues and earnings, was 9% warmer than the prior year. The migration of customers from firm sales to transportation-only service has no impact on the earnings of natural gas distribution operations, which earn all of their margins on the local distribution of gas and none on the resale of the commodity itself. During the fourth quarter of 1997 Boston Gas recorded non-recurring revenues of approximately $8.9 million related to a change ordered by the 1996 rate ruling regarding the recovery mechanism for the portion of bad debt expense associated with gas costs. This income was largely offset by a charge of approximately $8.7 million related to Boston Gas' decision to exit the gas appliance repair and service business. Marine transportation Revenues in 1997 decreased 10.8% primarily because of weak export demand for coal and grain, lower contractual requirements for utility and industrial coal customers and fewer barges. Weak demand depressed spot rates for nearly all commodities, and traffic patterns were disrupted, reducing operational efficiency. Operating conditions in 1997 were worse than those experienced in 1996, as navigation was negatively impacted by record flooding on 5 the Ohio River early in the year, and later by long traffic delays related to low water and repairs to various key locks throughout the river system. These uncontrollable events resulted in higher operating costs and lower fleet productivity than in 1996. As a result of the weaker markets, marine transportation slowed its fleet replacement program and did not renew expiring charters of outside barges. These decisions, in addition to production delays which postponed the delivery of new barges expected in the latter part of 1997, reduced the size of marine transportation's barge fleet. Tonnage and ton miles decreased 13% and 8%, respectively, reflecting the weak market and operational issues discussed previously, although a change in business mix and customer sourcing resulted in 5% longer average hauls. Coal tonnage and ton miles decreased 17% and 14%, respectively, from the record levels of 1996. Domestic coal volume, primarily for electric utilities, declined due to the non-renewal of several multi-year contracts, unplanned plant outages and milder temperatures. Export coal demand weakened as the strong U.S. dollar effectively raised the prices of domestic supplies higher than foreign competitors. Despite an ample grain harvest, the anticipated surge in transportation volume and pricing for grain exports was short-lived, as much of the harvest was put in storage due to reduced demand and the relative strength of the U.S. dollar. Ongoing improvement programs to lower vessel operating costs and administrative expenses partially offset the higher operating costs discussed above. Operating results at marine transportation's terminals were also lower, reflecting the reduced demand for coal transportation. As a result of the adverse market and operational issues discussed above, operating earnings decreased by 40.8% in 1997.
1996 COMPARED TO 1995 1996 1995 Change ---- ---- ------ (In millions) Revenues: Natural gas distribution $ 755.4 $698.1 8.2% Marine transportation 301.9 296.4 1.9% -------- ------ Total $1,057.3 $994.5 6.3% ======== ======
The increase in consolidated revenues from 1995 to 1996 primarily reflects higher customer usage, colder weather, and increased sales to new customers for natural gas distribution and increased demand for coal and other commodities at marine transportation.
1996 1995 Change ---- ---- ------ (In millions) Operating earnings: Natural gas distribution $ 77.3 $ 69.3 11.5% Marine transportation 58.4 57.8 1.0% Headquarters (5.5) (5.8) 5.2% ------ ------ Total $130.2 $121.3 7.3% ====== ======
6 The increase in operating earnings from 1995 to 1996 primarily reflects the gross margin impact of natural gas distribution operations' increased revenues, as described above. Other income in 1996 includes increased interest income on higher cash balances and decreased interest expense, reflecting lower average rates principally due to the refinancing of $60.0 million of Boston Gas debentures in December 1995 and lower balances of short term obligations. Partly offsetting were the absence of a $20.6 million gain on the sale in 1995 of Eastern's U.S. Filter investment and a $15.0 million provision for environmental expenses, as described in Notes 10 and 12. In 1996, other income includes a loss of $3.1 million, representing Eastern's share of AllEnergy's operating results. The effective tax rate in 1996 was 8% higher than in 1995, principally because the gain on the 1995 sale of the U.S. Filter investment was offset by a tax loss realized on the sale of WaterPro Supplies Corp., which had been written down in 1993. Natural gas distribution Revenues in 1996 increased by 8.2% due principally to higher average customer usage, the impact of colder weather, increased sales to new customers and increased non-firm sales. The migration of firm sales to transportation service was partially offsetting. Weather for 1996 was 5% colder than normal. Weather for 1995 was near normal. Operating earnings increased 11.5% from 1995, primarily reflecting the margin impact of increased revenues. Benefits from ongoing reengineering programs and the absence of severance costs and lower consulting expenses also contributed to the increase in operating earnings. Wage increases and higher charges for depreciation were partially offsetting. Marine transportation Revenues and operating earnings increased by 1.9% and 1.0%, respectively, in 1996 over 1995, primarily reflecting the continued strong demand for coal and other dry cargo commodities and favorable rates. Severe icing and flooding during the first quarter of 1996 and generally more difficult operating conditions later in the year resulted in higher operating costs and lower fleet productivity than in 1995. Tonnage and ton miles decreased 1% and 2%, respectively, reflecting shorter average hauls due to reduced foreign demand for coal and a shortage of grain supplies. Coal tonnage and ton miles increased 1% and 3%, respectively, reflecting significantly increased shipments of domestic spot coal, while coal shipments under multi-year contracts for utilities declined due to the non-renewal of several contracts. Non-coal tonnage and ton miles declined 6% as a result of weaker barge demand for grain exports on the lower Mississippi River. Ongoing programs to increase fleet productivity were offset by adverse operating conditions and traffic pattern inefficiencies caused by the reduced export tonnage. Fuel costs increased in 1996 due to rising fuel prices that averaged 20% above 1995 levels. YEAR 2000 ISSUES The following discussion reflects year 2000 status as of September 1998, except for information about the cost of year 2000 remeditation. 7 State of Readiness Eastern has assessed the impact of year 2000 issues with respect to its information technology ("IT") systems and embedded chip systems as well as the Company's exposure to significant third party risks. In such regard, Eastern has initiated and completed substantial portions of its plans to replace or modify existing systems and technology and to assure that major customers and critical vendors are also addressing these issues. Year 2000 issues for Essex Gas are being addressed by integration of its systems with those of Boston Gas, which is scheduled for completion by the first quarter of 1999. With respect to IT systems, Boston Gas has tested and certified four of its eleven "mission critical" application systems. A fifth system is scheduled for certification in the fourth quarter of 1998 and replacement of the remaining six systems is in process and scheduled to be completed by the second quarter of 1999. All "less than critical" applications are scheduled to be tested and/or upgraded by the second quarter of 1999. Conversion and testing of all mainframe hardware and software has been completed. Replacements are in process for client server, data/voice communications, e-mail and desktop hardware and software, with completion scheduled by the second quarter of 1999. With respect to embedded chip systems, Boston Gas has completed an inventory and expects to complete its assessment and action plan in the fourth quarter of 1998. All remediation, conversion and testing is scheduled for completion by the second quarter of 1999. Boston Gas has identified material third party relationships and expects to complete its detailed survey and assessment of third party readiness by the fourth quarter of 1998. Selected testing and implementation of risk mitigation strategies for high risk vendors are scheduled for completion by the second quarter of 1999. Marine transportation has modified and tested all mainframe-based programs and systems, which were operating on a new mainframe as of September 30, 1998. All non-mainframe (server) based systems have been tested and all have been modified except for Accounts Receivable, which is scheduled for completion in the second quarter of 1999. Marine transportation expects its personal computers to be 100% compliant by mid-1999. With respect to embedded chip systems, marine transportation's major operating assets and sub-systems were reviewed for embedded chip technology. Based on this review and actions taken, management believes year 2000 issues in regards to internal chip technology will not impair its operating assets. Marine transportation has assessed third party risk with respect to critical suppliers, services and customers. Marine transportation is actively seeking written confirmation of third party readiness. If such readiness is in doubt, marine transportation expects to locate backup providers by the second quarter of 1999. Notwithstanding Eastern's efforts with third parties, there can be no assurance that the systems of third parties on which Eastern's systems rely will be timely converted or that any such failure to convert by a third party would not have an adverse effect on Eastern's operations. 8 Cost of year 2000 remediation Natural gas distribution and marine transportation expect the cost of their year 2000 compliance to approximate $13 million and $2 million, respectively, as detailed in the following chart:
Cost through December, Expected subsequent cost (In millions) 1997 - ------------------------------------------------------------- --------------------------- --------------------------- Natural gas distribution - capital $4.2 $4.2 - expense $1.6 $3.0 Marine transportation - capital (includes mainframe) $0.9 $0.0 - expense $0.3 $0.8
Risks of year 2000 issues Boston Gas has assessed the most reasonably likely worst case year 2000 scenario. Given its efforts to minimize the risk of year 2000 failure by its internal systems and its distribution network control systems, Boston Gas believes the worst case scenario would occur if its primary telecommunications vendor and/or its electric supplier should experience an outage due to a year 2000 failure. An outage would require Boston Gas to enact disaster recovery measures to enable the continuation of service to its customers. Such measures would include utilization of Boston Gas' co-generation capability for electrical power, relocation of the customer inquiry function and use of a wireless network for communications. Marine transportation believes its worst case scenario would involve failures by the Army Corps of Engineers, which operates the various lock and dam systems on the inland waterways, or by rail services, which are essential for bringing commodities to the rivers for transit in marine transportation's barges. These failures could significantly disrupt marine transportation's operations. The risk of failure by communications systems or fuel suppliers is expected to be mitigated by the availability of alternate suppliers. Contingency plans Natural gas distribution and marine transportation are in the process of developing contingency plans and anticipate having such plans in place by the second quarter of 1999. FORWARD-LOOKING INFORMATION: This report and other company statements and statements issued or made from time to time contain certain "forward-looking statements" concerning projected future financial performance, expected plans or future operations. Eastern cautions that actual results and developments may differ materially from such projections or expectations. Investors should be aware of important factors that could cause actual results to differ materially from the forward-looking projections or expectations. These factors include, but are not limited to: the effect of the Colonial Gas merger and other strategic initiatives on earnings and cash flow, difficulties encountered in integrating Eastern's gas utility operations, temperatures above or below normal in eastern Massachusetts, changes in market conditions for barge transportation, adverse weather and operating conditions on the inland waterways, uncertainties regarding the start-up of ServicEdge, including expense levels and customer acceptance, the timetable and cost for 9 completion of Eastern's year 2000 plans, the impact of third parties' year 2000 issues, changes in economic conditions, including interest rates and the value of the dollar versus other currencies, regulatory and court decisions and developments with respect to Eastern's previously-disclosed environmental liabilities. Most of these factors are difficult to predict accurately and are generally beyond Eastern's control. LIQUIDITY AND CAPITAL RESOURCES Management believes that projected cash flow from operations, in combination with currently available resources, is more than sufficient to meet Eastern's 1998 capital expenditure and working capital requirements, potential funding of its environmental liabilities, normal debt repayments, anticipated dividends to shareholders and the planned acquisition of Colonial Gas. In addition to cash and marketable investments of $175.7 million at December 31, 1997, Eastern maintains availability of borrowings of $119 million under long-term revolving credit agreements plus uncommitted lines, all of which are available for general corporate purposes. At December 31, 1997, there were borrowings of $3.3 million outstanding under these facilities. To meet working capital requirements which reflect the seasonal nature of its business, natural gas distribution had outstanding of $43.1 million of short-term borrowings at December 31, 1997, a decrease of $25.9 million from the prior year, primarily reflecting the issuance of $10.0 million of long term debt at Essex Gas and lower balances for deferred gas costs. In addition, natural gas distribution maintains bank credit agreements which support the issuance of up to $80 million of gas inventory financing to fund its inventory of gas supplies. At December 31, 1997, natural gas distribution had outstanding $59.3 million of gas inventory financing for this purpose. Consolidated capital expenditures for 1998 are budgeted at approximately $110 million, with about 55% at natural gas distribution and the balance at marine transportation. Eastern's capital structure is depicted in the chart below. Subject to the effects of strategic initiatives which Eastern might undertake, Eastern expects to continue its policy of capitalizing natural gas distribution and marine transportation with approximately equal amounts of equity and long-term debt. Boston Gas and midland currently maintain "A" ratings with the major rating agencies. The chart below shows general improvement in interest coverage at Boston Gas, but a decrease in coverage for marine transportation during the current year, reflecting the weakness of transportation markets and poor operating conditions in 1997. [BAR CHART] Capital Structure ($ in millions) Debt Equity Total Capital 1993 352 391 743 1994 388 403 791 1995 379 426 805 1996 368 461 829 1997 372 484 856 10 [BAR CHART] Interest Coverage 93 94 95 96 97 ------------------------------------ Boston Gas 4.3 4.8 4.8 6.2 6.8 Marine transportation 4.2 4.0 5.7 5.8 4.5 (pre-tax earnings plus depreciation, amortization and interest expense divided by interest expense) OTHER MATTERS In December 1997, Eastern sold its 50% interest in AllEnergy Marketing Company, L.L.C. for $5.4 million. On May 16, 1997 Boston Gas received a decision from the Massachusetts Department of Telecommunications and Energy (the "Department"), formerly the Department of Public Utilities, concerning its request for reconsideration, clarification and recalculation of the Department's November 1996 rate order. The Department granted Boston Gas an additional $1.9 million rate increase (a $6.3 million increase was granted in the November 1996 order) and reduced the productivity offset portion of the performance-based rate formula established in its November 1996 order by 50 basis points, from 2.00% to 1.50%. Compared to the Department's original decision, these changes will add approximately $3.5 million to projected revenue in 1998, increasing to about $8.0 million by 2002, the last year of the performance-based rate plan. On June 5, 1997, Boston Gas filed a notice of appeal of the Department's orders to the Massachusetts Supreme Judicial Court. Boston Gas expects the appeal to be heard some time in 1999. As a result of its ten year rate freeze, Essex Gas will discontinue application of SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation," as described in Note 2. Eastern is aware of certain non-utility sites, associated with former operations, for which it may have or share environmental remediation responsibility or ongoing maintenance. Eastern has accrued a reserve of approximately $25 million at December 31, 1997, to cover the remediation and maintenance costs of these sites, the principal of which is a former coal tar processing facility in Everett, Massachusetts, as discussed in Note 12. While Eastern has provided reserves to cover the estimated probable costs of remediation and maintenance for environmental sites based on the information available at the present time, the extent of Eastern's potential liability at such sites is not yet determined. Eastern's natural gas distribution operations, like many other companies in the natural gas industry, are parties to governmental proceedings requiring investigation and possible remediation of former manufactured gas plant ("MGP") sites. Boston Gas and Essex Gas may have or share responsibility under applicable environmental law for the remediation of 18 such sites, as described in Note 12. A subsidiary of New England Electric System ("NEES") has assumed responsibility for remediating 10 of these sites, subject to a limited contribution from Boston Gas. Boston Gas and Essex Gas have recorded liabilities of $19.5 million, which represent their best estimate at this time of remediation costs, which may reasonably be estimated to range from $17 million 11 to $31 million. However, there can be no assurance that actual costs will not vary considerably from these estimates. Factors that may bear on actual costs differing from estimates include, without limit, changes in regulatory standards, changes in remediation technologies and practices and the type and extent of contaminants discovered at the sites. Boston Gas and Essex Gas are aware of 26 other former MGP sites within their service territories. The NEES subsidiary has provided full indemnification to Boston Gas with respect to eight of these sites. At this time, there is substantial uncertainty as to whether Boston Gas or Essex Gas have or share responsibility for remediating any of these other sites. No notice of responsibility has been issued to Boston Gas or Essex Gas for any of these sites from any governmental environmental authority. By a rate order issued on May 25, 1990, the Department approved the recovery of all prudently incurred environmental response costs associated with former MGP sites over separate, seven-year amortization periods, without a return on the unamortized balance. Eastern's natural gas operations have recognized an insurance receivable of $3.4 million, reflecting a negotiated settlement with an insurance carrier for environmental expense indemnity, and a regulatory asset of $16.1 million, representing the expected rate recovery of environmental remediation costs, net of the insurance settlement. Eastern currently believes, in light of the indemnity agreement with the NEES subsidiary and the Department rate order on environmental cost recovery, that it is not probable that such costs will materially affect its financial condition or results of operations. 12 EX-99.2 12 EASTERN FINANCIAL STATEMENTS Exhibit 99.2 INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE PAGE Reports of independent public accountants F-2 Consolidated financial statements - Consolidated statements of operations for the three years ended December 31, 1997 F-3 Consolidated balance sheets as of December 31, 1997 and 1996 F-4 Consolidated statements of cash flows for the three years ended December 31, 1997 F-6 Consolidated statements of shareholders' equity for the three years ended December 31, 1997 F-7 Notes to consolidated financial statements F-8 Financial statement schedules- Report of independent public accountants on schedules F-24 Consent of independent public accountants F-24 II Valuation and qualifying accounts and reserves F-25 Schedules not listed above are omitted as not applicable or nor required under the rules of Regulation S-X F-1 Independent Auditors' Report To the Trustees and Shareholders of Eastern Enterprises: We have audited the accompanying consolidated balance sheets of Eastern Enterprises (a Massachusetts voluntary association) and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Eastern Enterprises and subsidiaries as of December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Arthur Andersen LLP Boston, Massachusetts October 1, 1998 (except with respect to the matter discussed in Note 3, as to which the date is October 17, 1998) F-2 Consolidated Statements of Operations
Years Ended December 31, (In thousands, except per share amounts) 1997 1996 1995 - -------------------------------------------------------------------------------------------- Revenues $1,023,740 $ 1,057,271 $ 994,462 Operating costs and expenses: Operating costs 715,066 744,672 694,138 Selling, general and administrative expenses 122,035 115,136 114,983 Depreciation and amortization 71,322 67,229 64,005 Operating earnings 115,317 130,234 121,336 Other income (expense): Interest income 8,997 9,419 5,633 Interest expense (37,411) (37,290) (41,273) Other, net (4,033) (114) 4,109 ------- -------- ------- Earnings before income taxes 82,870 102,249 89,805 Provision for income taxes 26,954 37,748 26,244 ------- -------- ------- Earnings before extraordinary item 55,916 64,501 63,561 Extraordinary provision for coal miners retiree health care, net of tax - - (6,500) ------- ------- ------- Net earnings $55,916 $64,501 $57,061 ======= ======= ======= Basic earnings per share before extraordinary item $ 2.50 $ 2.90 $ 2.88 Extraordinary provision for coal miners retiree health care, net of tax - - (.30) ------- ------- ------- Basic earnings per share $ 2.50 $ 2.90 $ 2.58 ======= ======= ======= Diluted earnings per share before extraordinary item $ 2.49 $ 2.88 $ 2.87 Extraordinary provision for coal miners retiree health care, net of tax - - (.30) ------- ------- ------- Diluted earnings per share $ 2.49 $ 2.88 $ 2.57 ======= ======= =======
The accompanying notes are an integral part of these financial statements. F-3
Consolidated Balance Sheets December 31, (In thousands) 1997 1996 - ----------------------------------------------------------------------------------------------------- Assets Current assets: Cash and short-term investments $175,709 $160,108 Receivables, less reserves of $17,220 in 1997 and $17,301 in 1996 111,240 98,738 Inventories 61,336 65,831 Deferred gas costs 66,916 75,808 Other current assets 5,867 8,220 --------- -------- Total current assets 421,068 408,705 Property and equipment, at cost 1,621,850 1,550,469 Less--accumulated depreciation 688,169 635,333 ---------- --------- Net property and equipment 933,681 915,136 Other assets: Deferred post-retirement health care costs 87,188 92,029 Investments 15,791 34,012 Deferred charges and other costs, less amortization 72,637 64,971 ---------- ---------- Total other assets 175,616 191,012 ---------- ---------- Total assets $1,530,365 $1,514,853 ========== ==========
The accompanying notes are an integral part of these financial statements. F-4
Consolidated Balance Sheets December 31, (In thousands) 1997 1996 - ----------------------------------------------------------------------------------------------------- Liabilities and Shareholders' Equity Current liabilities: Current debt $ 48,378 $ 74,470 Accounts payable 70,833 78,178 Accrued expenses 38,505 27,828 Other current liabilities 67,649 73,186 ---------- ----------- Total current liabilities 225,365 253,662 Gas inventory financing 59,310 58,952 Long-term debt 371,492 367,683 Reserves and other liabilities: Deferred income taxes 107,804 103,149 Post-retirement health care 98,382 100,446 Coal miners retiree health care 57,000 61,008 Preferred stock of subsidiary 29,326 29,292 Other reserves 97,216 79,648 ----------- ----------- Total reserves and other liabilities 389,728 373,543 Commitments and contingencies Shareholders' equity: Common stock $1.00 par value; Authorized shares-- 50,000,000; Issued shares--22,438,298 in 1997 and 22,386,591 in 1996 22,438 22,387 Capital in excess of par value 50,989 50,604 Retained earnings 412,623 391,577 Treasury stock at cost--54,928 shares in 1997 and 138,110 shares in 1996 (1,580) (3,555) ---------- ---------- Total shareholders' equity 484,470 461,013 ---------- ---------- Total liabilities and shareholders' equity $1,530,365 $1,514,853 ========== ==========
The accompanying notes are an integral part of these financial statements. F-5
Consolidated Statements of Cash Flows Years Ended December 31, (In thousands) 1997 1996 1995 - -------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net earnings $55,916 $ 64,501 $57,061 Adjustments to reconcile net earnings to net cash provided by operating activities: Extraordinary provision for coal miners retiree health care, net of tax - - 6,500 Depreciation and amortization 71,322 67,229 64,005 Income taxes and tax credits 19,578 9,355 (590) Equity in loss of AllEnergy 5,472 3,087 - Net gain on sale of assets (1,435) (2,541) (20,990) Provision for environmental expenditures - - 15,000 Other changes in assets and liabilities: Receivables (12,502) 3,996 (3,604) Inventories 4,495 (10,886) 12,632 Deferred gas costs 8,892 (6,358) 19,484 Accounts payable (7,345) 10,232 15,042 Other 2,247 (10,176) (1,181) ------- ------- ------- Net cash provided by operating activities 146,640 128,439 163,359 ------- ------- ------- Cash flows from investing activities: Capital expenditures (89,216) (119,783) (85,352) Investments 3,018 (16,737) 1,900 Proceeds on sale of assets 7,290 3,210 118,343 Other (1,966) (2,798) (1,792) Net cash provided (used) by investing activities (80,874) (136,108) 33,099 Cash flows from financing activities: Dividends paid (35,255) (32,566) (30,845) Changes in notes payable (25,927) 12,050 (10,140) Changes in gas inventory financing 358 8,221 (9,275) Proceeds from issuance of long-term debt 9,827 - 60,000 Repayment of long-term debt (5,801) (8,671) (67,614) Repurchase of stock - - (8,357) Other 1,581 3,469 3,242 ------- ------- -------- Net cash used by financing activities (55,217) (17,497) (62,989) ------- ------- -------- Net increase (decrease) in cash and cash equivalents 10,549 (25,166) 133,469 Cash and cash equivalents at beginning of year 160,108 185,274 51,805 ------- ------- -------- Cash and cash equivalents at end of year 170,657 160,108 185,274 Short-term investments 5,052 - 6,074 -------- -------- -------- Cash and short-term investments $175,709 $160,108 $191,348 ======== ======== ========
The accompanying notes are an integral part of these financial statements. F-6
Consolidated Statements of Shareholders' Equity Common Capital In Stock Excess of Retained Treasury (In thousands) $1 Par Value Par Value Earnings Stock Total - ------------------------------------------------------------------------------------------------------------------ Balance at December 31, 1994, as previously reported $20,652 $37,712 $321,880 $(6,110) $374,134 Effect of Essex Gas merger 1,861 15,152 11,857 - 28,870 ------- ------- -------- ------- -------- Balance at December 31, 1994, as restated 22,513 52,864 333,737 (6,110) 403,004 Net earnings - - 57,061 - 57,061 Dividends declared--$1.42 per share - - (31,128) - (31,128) Repurchase of stock - - - (8,357) (8,357) Retirement of stock (300) (7,422) - 7,722 - Unrealized gains on investments available for sale, net - - 1,756 - 1,756 Issuance of stock, net and other 76 2,247 - 1,814 4,137 ------ ------ ------ ------- ------- Balance at December 31, 1995 22,289 47,689 361,426 (4,931) 426,473 Net earnings - - 64,501 - 64,501 Dividends declared--$1.51 per share - - (33,204) - (33,204) Pension liability adjustment, net - - (1,569) - (1,569) Unrealized gains on investments available for sale, net - - 423 - 423 Issuance of stock, net and other 98 2,915 - 1,376 4,389 -------- ------- ------- ------- -------- Balance at December 31, 1996 22,387 50,604 391,577 (3,555) 461,013 Net earnings - - 55,916 - 55,916 Dividends declared--$1.61 per share - - (35,493) - (35,493) Pension liability adjustment, net - - (261) - (261) Unrealized gains on investments available for sale, net - - 884 - 884 Executive stock purchase loan program - (1,156) - - (1,156) Issuance of stock, net and other 51 1,541 - 1,975 3,567 ------- ------- -------- ------- -------- Balance at December 31, 1997 $22,438 $50,989 $412,623 $(1,580) $484,470 ======= ======= ======== ======= ========
The accompanying notes are an integral part of these financial statements. F-7 Notes To Financial Statements 1. Accounting Policies The consolidated financial statements include the accounts of Eastern Enterprises ("Eastern"), and its natural gas distribution subsidiaries, Boston Gas Company ("Boston Gas") and Essex County Gas Company ("Essex Gas"), and its marine transportation subsidiary, Midland Enterprises Inc. ("Midland"). The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As discussed on Note 2, amounts have been restated under the pooling of interests method of accounting to include the operations of Essex Gas. Certain prior year financial statement information has been reclassified to be consistent with the current presentation. All material intercompany balances and transactions have been eliminated in consolidation. Certain accounting policies followed by Eastern and its subsidiaries are described below: Cash and short-term investments: Highly liquid instruments with original maturities of three months or less are considered cash equivalents.
Inventories include the following: December 31, (In thousands) 1997 1996 -------------------------------------------------------------------------- Supplemental gas supplies $48,722 $53,335 Other materials, supplies and marine fuel 12,614 12,496 ------- ------- $61,336 $65,831
Inventories are valued at the lower of cost or market using the first-in, first-out (FIFO) or average cost method. Regulatory assets and liabilities: Natural gas distribution operations are subject to the provisions of Statement of Financial Accounting Standards ("SFAS") No. 71, "Accounting for the Effects of Certain Types of Regulation." Regulatory assets represent probable future revenue associated with certain costs which will be recovered from customers through the ratemaking process. Regulatory liabilities represent probable future reductions in revenues associated with amounts that are to be credited to customers through the ratemaking process.
Regulatory assets include the following: December 31, (In thousands) 1997 1996 ---------------------------------------------------------------------- Post-retirement benefit costs $ 87,188 $ 92,029 Environmental costs 18,852 2,784 Deferred pipeline transition costs 401 17,389 Other 3,388 3,795 --------- -------- $109,829 $115,997
F-8 Notes To Financial Statements-(Continued) Regulatory liabilities total $11,079,000 and $12,197,000 at December 31, 1997 and 1996, respectively, and relate primarily to income taxes. As of December 31, 1997 regulatory assets and regulatory liabilities are being reflected in rates charged to customers over periods from one to 22 years. Both natural gas distribution operations applied SFAS No. 71 during the periods presented. Effective September 30, 1998, Essex Gas discontinued the application of SFAS No. 71. See Note 2 for further discussion. Impairment of long-lived assets: Pursuant to SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," in the event that facts and circumstances indicate that the cost of an asset may be impaired, an evaluation of the recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset's carrying amount to determine if a write-down to market value or discounted cash flow value is required. Based on such evaluations there were no impairment charges in 1997 or 1996.
Other current liabilities include the following: December 31, (In thousands) 1997 1996 ------------------------------------------------------------------------------------------------- Pipeline transition costs liability $ - $16,494 Coal miners retiree health care premiums 19,500 16,300 Reserves for insurance claims 11,980 11,881 Dividend payable 8,359 8,122 Severance accruals 5,369 - Pipeline refunds due utility customers 4,703 3,660 Other 17,738 16,729 ------ ------ $67,649 $73,186 ======= =======
Revenue recognition: Substantially all of natural gas distribution operations revenues are recorded when billed. These operations defer the cost of any firm gas that has been distributed, but is unbilled at the end of a period, to the period in which the gas is billed to customers. Marine transportation operations recognize revenue on tows in progress on the percentage-of-completion method based on miles traveled. Depreciation and amortization: Depreciation and amortization are provided using the straight-line method at rates designed to allocate the cost of property and equipment over their estimated useful lives: Years Gas utility plant 14-82 Boats and barges 23-30 Buildings 20-30 Furniture, fixtures and other equipment 3-25 Leaseholds shorter of useful life or term of lease F-9 Notes To Financial Statements-(Continued) Earnings per share: SFAS No. 128, "Earnings per Share," requires the computation of basic and diluted earnings per share. Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is determined by giving effect to the exercise of stock options using the treasury stock method.
Years Ended December 31, (In thousands, except per share amounts) 1997 1996 1995 -------------------------------------------------------------------------------------- Earnings before extraordinary item $55,916 $64,501 $63,561 ======= ======= ======= Weighted-average shares 22,329 22,245 22,113 Dilutive effect of options 169 169 58 -------- ------- ------- Adjusted weighted-average shares 22,498 22,414 22,171 ======= ====== ====== Basic earnings per share before extraordinary item $ 2.50 $ 2.90 $ 2.88 ======= ====== ======= Diluted earnings per share before extraordinary item $ 2.49 $ 2.88 $ 2.87 ======= ====== =======
SFAS No. 128 was adopted in 1997. As a result, reported earnings per share for 1996 and 1995 were restated. The accretive effect of this accounting change reflects the less dilutive application of the treasury stock method under SFAS No. 128, as follows:
Years ended December 31, 1996 1995 ---- ---- Primary earnings per share before extraordinary item, as previously reported $2.88 $2.87 Effect of SFAS 128 0.02 0.01 ----- ----- Basic earnings per share before extraordinary item, as restated $2.90 $2.88 ===== ===== Fully diluted earnings per share before extraordinary item, as previously reported $2.87 $2.87 Effect of SFAS 128 0.01 0.00 ----- ----- Diluted earnings per share before extraordinary item, as restated $2.88 $2.87 ===== =====
F-10 Notes To Financial Statements-(Continued) Recent accounting pronouncements: Effective January 1, 1998, Eastern adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This Statement requires that all items recognized under accounting standards as components of comprehensive earnings be reported in an annual financial statement. Eastern's only items of other comprehensive earnings include unrealized gains and losses on certain marketable securities and unfunded pension liabilities. 2. Essex Gas Merger On September 30, 1998, Eastern completed a merger with Essex Gas by exchanging approximately 2,047,000 shares of its common stock for all of the common stock of Essex Gas. Each share of Essex Gas was exchanged for 1.183985 shares of Eastern common stock. The merger was accounted for as a pooling of interests and the accompanying financial statements include the accounts of Essex Gas for all periods presented. Essex Gas' fiscal year ends on August 31. Accordingly, the accompanying financial statements include years ending December 31 for Eastern combined with the years ending August 31 for Essex Gas. Financial Results for the separate companies and the combined amounts presented in the consolidated statements of operations were as follows:
Years Ended December 31, 1997 1996 1995 ------------------------------------------ Revenues: Eastern $ 970,204 $1,007,342 $949,412 Essex Gas 53,536 49,929 45,050 ---------- ---------- -------- Combined $1,023,740 $1,057,271 $994,462 ========== ========== ======== Earnings before extraordinary item: Eastern $51,950 $60,665 $60,381 Essex Gas 3,966 3,836 3,180 ------- -------- ------- Combined $55,916 $64,501 $63,561 ======= ======= =======
The combined financial statements include adjustments to conform the accounting policies of Essex Gas with those of Eastern, the most significant of which concerned the adoption of SFAS No. 106, "Employers' Accounting for Portretirement Benefits other than Pensions." To conform with Eastern's method of adoption, on September 1, 1994, Essex Gas recognized its transition obligation of approximately $4,100,000. Since Essex Gas had received regulatory approval to fully recover the SFAS No. 106 costs in rates, a regulatory asset was recorded for the transition obligation and there was no adjustment to income. In approving the Essex Gas merger, the Massachusetts Department of Telecommunication and Energy (the "DTE"), approved a plan for Essex Gas customers immediately reducing rates by 5% at which level rates will be frozen for ten years. Because of the length of the rate freeze, Essex Gas is unable to continue its application of SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation" and, effective September 30, 1998, will write-off net regulatory assets approximating $2,950,000 pretax, $1,800,000 net or $.08 per share. Essex Gas' regulatory assets primarily consist of deferred post-retirement health care costs. F-11 Notes To Financial Statements-(Continued) 3. Planned Merger with Colonial Gas Company On October 17, 1998 Eastern signed a definitive agreement that provides for the merger of Colonial Gas Company ("Colonial Gas") into Eastern for $37.50 per share, payable in Eastern stock and $150 million in cash. The exchange ratio for the stock portion of the consideration will be based upon Eastern's average closing stock price for a ten-day period prior to closing, subject to a collar mechanism. The transaction is expected to close in mid-1999, subject to receipt of satisfactory regulatory approvals and the approval of Eastern and Colonial Gas shareholders. The merger is expected to be tax-free to the extent Colonial Gas shareholders receive Eastern stock, and will be accounted for using the purchase method of accounting. 4. Business Segment Information Operating results and other financial data are presented for Eastern's two business segments: Natural gas distribution, which includes Boston Gas and Essex Gas, serving eastern and central Massachusetts, and marine transportation, which includes Midland, with operations on the inland waterways.
(In thousands) 1997 1996 1995 -------------------------------------------------------------------------------------------- Revenues: Natural gas distribution $ 754,481 $ 755,391 $ 698,123 Marine transportation 269,259 301,880 296,339 ---------- ---------- ---------- $1,023,740 $1,057,271 $ 994,462 ========== ========== ========== Operating earnings: Natural gas distribution $ 87,773 $ 77,291 $ 69,264 Marine transportation 34,614 58,415 57,828 Headquarters(1) (7,070) (5,472) (5,756) ----------- ----------- ----------- $ 115,317 $ 130,234 $ 121,336 =========== =========== ========== Identifiable assets, net of depreciation and reserves: Natural gas distribution $ 974,021 $ 970,282 $ 916,064 Marine transportation 356,350 353,928 365,654 Headquarters(2) 199,994 190,643 182,206 ---------- ---------- ---------- $1,530,365 $1,514,853 $ 1,463,924 ========== ========== ========== Capital expenditures: Natural gas distribution $ 62,283 $ 66,532 $ 64,289 Marine transportation 25,700 47,851 20,900 Headquarters 1,233 5,400 163 --------- ---------- ----------- $ 89,216 $ 119,783 $ 85,352 ========== ========== =========== Depreciation and amortization: Natural gas distribution $ 47,786 $ 44,305 $ 40,765 Marine transportation 22,675 22,554 22,896 Headquarters 861 370 344 ---------- ---------- ----------- $ 71,322 $ 67,229 $ 64,005 ========== ========== ===========
(1) Reflects unallocated corporate general and administrative expenses. (2) Primarily includes cash and short-term investments. F-12 Notes To Financial Statements-(Continued) Natural gas distribution operations are subject to Massachusetts statutes applicable to gas utilities. Their revenues, earnings and cash flows are highly seasonal as most of their firm sales and transportation are directly related to temperature levels. These operations purchase pipeline gas supplies from a variety of domestic and Canadian producers and marketers, using a combination of long-term commitments, firm winter service agreements and spot purchases. These operations have diversified their pipeline gas supplies across major North American producing regions. A significant portion of marine transportation operations relate to multi-year transportation contracts. Based on past experience and its competitive position, management considers that the simultaneous loss of several of its largest customers, while possible, is unlikely to happen. 5. Long-Term Obligations and Current Debt Credit agreement and lines of credit: Eastern maintains credit agreements with groups of banks, which provide for the borrowings by Eastern and its subsidiaries of up to $119,000,000 at various times through December 31, 2001. The interest rate for borrowings is the agent bank's prime rate or, at the borrower's option, various pricing alternatives. The agreements require facility fees of 1/8 to 3/8 of 1% of the commitments. At December 31, 1997 and 1996, $3,313,000 and $11,940,000 were outstanding, respectively. Boston Gas utilizes a portion of the credit agreement to back its commercial paper borrowings. Included in current debt were $43,013,000 and $68,940,000 of commercial paper with a weighted average interest rate of 6.19% and 5.97% at December 31, 1997 and December 31, 1996, respectively. In addition, Eastern, Boston Gas and Essex Gas have various uncommitted lines of credit which are utilized for working capital needs and provide for interest at the bank's prime rate or, at the borrower's option, various pricing alternatives. Gas inventory financing: Boston Gas and Essex Gas maintain long-term credit agreements with groups of banks, which provide for the borrowing of up to $80,000,000 for the exclusive purpose of funding their inventory of gas supplies or for backing commercial paper issued for the same purpose. All costs related to this funding are recoverable from customers. Boston Gas and Essex Gas have $59,310,000 and $58,952,000 of commercial paper outstanding or bank borrowings to fund their inventory of gas supplies at December 31, 1997 and 1996, respectively. Since the commercial paper is supported by the credit agreement, these borrowings have been classified as non-current in the accompanying consolidated balance sheets. The Boston Gas credit agreement includes a one-year revolving credit facility which may be converted to a two-year term loan at the option of Boston Gas if the one-year revolving credit facility is not renewed by the banks. Boston Gas may select the agent bank's prime rate or, at Boston Gas' option, various pricing alternatives. The Boston Gas agreement requires a facility fee of 1/12 of 1% on the commitment. No borrowings were outstanding under this agreement during 1997 and 1996. F-13 Notes To Financial Statements-(Continued)
Description of long-term debt: December 31, (In thousands) 1997 1996 - -------------------------------------------------------------------------------------------- Natural gas distribution: 8.33%-9.75% Medium-Term Notes, Series A, due 2005-2022 $100,000 $ 100,000 6.93%-8.50% Medium-Term Notes, Series B, due 2006-2024 50,000 50,000 6.80%-7.25% Medium-Term Notes, Series C, due 2012-2025 60,000 60,000 7.28%-10.25% First Mortgage Bonds 1998-2020 22,200 12,800 8.15% - 8.625% Debenture Due 2006-2017 7,199 7,205 8.50% Mortgage Note Due 1997 360 608 Other - 75 Capital leases 605 1,225 Less--current portion (1,014) (1, 543) ------- -------- Natural gas distribution 239,350 230,370 ------- ------- Marine transportation: First Preferred Ship Mortgages 9.9% Bonds, due 2008 47,791 48,399 8.1%-9.85% Medium-Term Notes, Series A, due 2002-2012 68,000 68,000 Capital leases 20,702 24,901 Less--current portion (4,351) (3,987) -------- -------- Marine transportation 132,142 137,313 -------- -------- Total long-term debt $371,492 $367,683 ======== ========
Natural gas distribution Medium-Term Notes are not callable prior to maturity. The First Mortgage Bonds are secured by substantially all the plant assets of Essex Gas. The marine transportation First Preferred Ship Mortgage Bonds and Medium-Term Notes are secured by certain transportation equipment. The First Preferred Ship Mortgage Bonds are not callable until April 1, 1998. The Medium-Term Notes are not callable prior to maturity. In March 1998, marine transportation utilized currently available cash to call $50,000,000 of 9.9% First Preferred Ship Mortgage Bonds, due 2008. In extinguishing this debt, marine transportation recognized an extraordinary charge of $2,254,000 pretax, $1,465,000 net, or $.06 per share. In September 1998, marine transportation issued $75,000,000 of 6.25% First Preferred Ship Mortgage Bonds maturing October 1, 2008. Proceeds of $68,500,000 were net of $6,000,000 incurred on treasury rate lock agreements entered into in the second and third quarters in order to hedge the underlying treasury interest rate. The debt has an effective annual interest rate of 7.50%. F-14 Notes To Financial Statements-(Continued) Capital leases consist of equipment lease obligations with a weighted average interest rate of 9.98%. Minimum lease payments under these agreements are due in installments through 2005. Debt payment requirements and maturities, net of amounts acquired in advance, are $5,365,000, $10,496,000, $10,983,000, $9,931,000 and $10,398,000 for 1998 through 2002, respectively, and cumulatively $329,684,000 thereafter. Five-year operating lease commitments: In addition to the equipment financed under capital leases, Eastern and its subsidiaries lease certain facilities, vessels and equipment under long-term operating leases which expire on various dates through the year 2079. Total rentals charged to expense were $10,887,000 in 1997, $13,840,000 in 1996 and $13,893,000 in 1995. Future minimum lease commitments under operating leases are $6,079,000, $5,426,000, $4,563,000, $3,907,000, $3,255,000 for 1998 through 2002, respectively, and cumulatively $4,102,000 thereafter. 6. Preferred Stock of Subsidiary Boston Gas has outstanding 1,200,000 shares of 6.421% Cumulative Preferred Stock, which is non-voting and has a liquidation value of $25 per share. The preferred stock requires 5% annual sinking fund payments beginning on September 1, 1999 with a final redemption on September 1, 2018. The preferred stock is not callable prior to 2003. 7. Stock Plans Eastern has five stock option plans which provide for the issuance of non-qualified stock options, incentive stock options and stock appreciation rights ("SARs") to its officers, non-employee trustees and key employees. Options and SARs may be granted at prices not less than fair market value on the date of grant for periods not extending beyond ten years from the date of grant. No SARs have been granted since 1991. In 1995, the right to exercise outstanding SARs was effectively eliminated. Eastern applies Accounting Principles Board Opinion 25 in accounting for its plans. Accordingly, no compensation cost has been recognized for its stock option plans and its employee stock purchase plan. Had compensation cost for Eastern's plans been determined consistent with SFAS No. 123, "Accounting for Stock-Based Compensation," Eastern's net earnings would have been reduced by $418,000 or $.02 per share in 1997, $304,000 or $.01 per share in 1996 and by $183,000 or $.01 per share in 1995. The weighted average fair value of options granted during 1997 was $33.66. As the SFAS No. 123 method of accounting has not been applied to options granted prior to January 1, 1995, the resulting reductions in net earnings and earnings per share may not be representative of that to be expected in future years. F-15 Notes To Financial Statements-(Continued) The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 1997, 1996 and 1995, respectively: dividend yields of 4.0% in each year; expected volatilities of 17.8%, 18.3% and 18.6%; risk-free interest rates of 6.1%, 5.4% and 6.0%; and an expected life of 5.0 years for each year. Shares available for future grants under these stock option plans were 934,760 at December 31, 1997, 1,093,110 at December 31, 1996 and 1,126,411 at December 31, 1995. Option activity during the past three years was as follows:
Average Stock Option Price Options SARs ---------------------------------------------------------------------------- Outstanding at December 31, 1994 $25.83 654,711 127,960 Granted 26.39 134,666 - Exercised 24.94 (33,662) 20,140) Surrendered 21.94 (20,140) (7,200) Canceled 26.93 (23,550) (5,400) -------- ------ Outstanding at December 31, 1995 $26.13 712,025 95,220 Granted 35.96 133,200 - Exercised 22.99 (44,320) - Surrendered - - (7,170) Canceled 29.20 (24,899) (350) ------- ------ Outstanding at December 31, 1996 $27.96 776,006 87,700 Granted 33.63 161,700 - Exercised 24.57 (52,140) - Surrendered - - (22,500) Canceled 35.52 (3,350) - ------- ------- Outstanding at December 31, 1997 $29.21 882,216 65,200 ======= =======
Stock options exercisable at December 31, 1997 and 1996 were 512,006 and 493,250, respectively. At December 31, 1997, the range of exercise prices of outstanding and exercisable options was $20.48 to $37.00 and $20.48 to $36.25, respectively, with a weighted-average remaining contractual life of 5.8 years. Under restricted stock plans for key employees and non-employee trustees, Eastern awarded 4,400 shares in 1997 and 1996 and 2,800 shares in 1995. Eastern recognized compensation expense of $109,000 in 1997, $305,000 in 1996 and $425,000 in 1995 in accordance with the vesting terms of these and prior awards. Shares available for future awards under these plans were 33,300 at December 31, 1997 and 36,100 at December 31, 1996. 8. Common Stock Purchase Rights On February 22, 1990, Eastern declared a distribution to shareholders of record on March 5, 1990, pursuant to the terms of a Common Stock Rights Agreement (the "1990 Rights Agreement") between Eastern and BankBoston, N.A., the current Rights Agent, of one common F-16 Notes To Financial Statements-(Continued) stock purchase right for each outstanding share of common stock. Each right would initially entitle the holder to purchase one share of common stock at an exercise price of $100, subject to adjustment to prevent dilution. The rights become exercisable on the 10th business day after a person acquires 10% or more of Eastern's stock or commences a tender offer for 10% or more of Eastern's stock. The rights may be redeemed by Eastern at any time prior to the 10th day after a 10% position has been acquired at a price of $.01 or for shares of common stock of Eastern at an initial exchange ratio of one share for each right, subject to adjustment and subject to other limitations contained in the 1990 Rights Agreement. The rights will expire on March 5, 2000. If Eastern is acquired in a merger or other business combination, each right will entitle its holder to purchase common shares of the acquiring company having a market value of twice the exercise price of each right (i.e., at a 50% discount). If an acquiror purchases 10% of Eastern's common stock each right will entitle its holder to purchase a number of Eastern's common shares having a market value of twice the right's exercise price. On July 22, 1998 Eastern declared a dividend of one purchase right (a "New Right") for every outstanding share of Eastern common stock. The New Rights will be distributed at the close of business upon the earlier to occur of (i) the date of redemption by Eastern of Eastern's rights issued pursuant to the 1990 Rights Agreement discussed above, and (ii) February 18, 2000, to shareholders of record as of the close of business on such date (the "New Dividend Record Date"). The terms of the New Rights are set forth in a Rights Agreement dated as of July 22, 1998 (the "New Rights Agreement") between Eastern and BankBoston, N.A., as Rights Agent. Each New Right would initially entitle the holder to purchase from Eastern one share of Eastern common stock at a price of $160 per share, subject to adjustment. The New Rights will expire on July 22, 2008, or upon the earlier redemption of the New Rights. The material terms of the New Rights Agreement are substantially similar to the terms of the 1990 Rights Agreement discussed above. 9. Interest Expense
Years Ended December 31, (In thousands) 1997 1996 1995 ------------------------------------------------------------------------------- Interest on long-term debt $32,636 $32,778 $35,306 Other, including amortization of debt expense 3,485 3,142 4,612 Less--capitalized interest (636) (570) (591) Subsidiary preferred stock dividends 1,926 1,940 1,946 ------- ------- ------- Interest expense $37,411 $37,290 $41,273 ======= ======= ======= Interest payments $36,660 $35,945 $38,069 ======= ======= =======
10. Other Income (Expense) Years Ended December 31, (In thousands) 1997 1996 1995 ------------------------------------------------------------------------------------------------- Net gain on sale of assets $ 778 $2,775 $21,087 Equity in loss of AllEnergy (5,472) (3,087) - Provision for environmental expenses - - (15,000) Other 661 198 (1,978) ------- ------- -------- $(4,033) $ (114) $ 4,109 ======= ======= ========
F-17 Notes To Financial Statements-(Continued) In December 1997, Eastern sold its 50% interest in AllEnergy Marketing Company, L.L.C. for $5,375,000 which approximated the net book value of its investment at September 30, 1997. Eastern accounted for its investment in AllEnergy using the equity method. In November 1995, Eastern sold its 3,041,092 shares of United States Filter Corporation common stock in a public offering for $65,479,000 in cash, realizing a gain of $20,581,000. 11. Income Taxes The table below reconciles the statutory U.S. Federal income tax provision from continuing operations to the recorded income tax provision:
Years Ended December 31, 1997 1996 1995 --------------------------------------------------------------------------------------------------- Statutory rate 35% 35% 35% State taxes, net of Federal benefit 3 3 3 Prior year adjustments (4) - - Capital loss utilization - - (8) Other (1) (1) (1) -- --- --- Effective rate 33% 37% 29% == == ==
Prior year tax adjustments reflect the resolution of Federal tax audit issues on the sale of a subsidiary in 1993 and inventory capitalization in 1994. Following is a summary of the provision for income taxes:
Years Ended December 31, (In thousands) 1997 1996 1995 ------------------------------------------------------------------------------- Federal $ 13,152 $24,262 $22,493 State 4,498 3,205 5,452 ------- ------- ------- Total current provision 17,650 27,467 27,945 Federal 9,706 8,616 (876) State (402) 1,665 (825) ------- ------- ------- Total deferred provision 9,304 10,281 (1,701) ------- ------- ------- Provision for income taxes $26,954 $37,748 $26,244 ======= ======= ======= Tax payments $ 8,758 $30,325 $27,041 ======== ======= =======
Significant items making up deferred tax assets and deferred tax liabilities are as follows: December 31, (In thousands) 1997 1996 -------------------------------------------------------------------------------- Coal miners retiree health care $ 26,761 $ 27,073 Unbilled revenue 17,513 22,392 Environmental reserves 7,886 7,776 Other 35,321 32,632 --------- --------- Total deferred tax assets 87,481 89,873 Accelerated depreciation (156,868) (150,938) Deferred gas costs (27,418) (28,684) Other (21,704) (18,077) ---------- --------- Total deferred tax liabilities (205,990) (197,699) --------- --------- Total deferred taxes $(118,509) $(107,826) ========= =========
F-18 Notes To Financial Statements-(Continued) 12. Environmental Matters Eastern is aware of certain non-utility sites, associated with former operations, for which it may have or share environmental remediation responsibility or ongoing maintenance. Eastern has a reserve of approximately $25 million in total at December 31, 1997 to cover the remediation and maintenance of these sites, the principal of which is a former coal tar processing facility (the "Facility") in Everett, Massachusetts. While Eastern has provided reserves to cover the estimated probable costs of remediation and maintenance for environmental sites based on the information available at the present time, the extent of Eastern's potential liability at such sites is not yet determined. The Facility, which was located on a 10-acre parcel of land formerly owned by Eastern, was operated by predecessors of Allied-Signal, Inc. from the early 1900's until 1937 and by Koppers Company, predecessor of Beazer East, Inc. (and Eastern's controlling stockholder until 1951) from 1937 until 1960, when it was shut down. The Facility processed coal tar purchased from Eastern's adjacent by-product coke plant, also shut down in 1960. Eastern, Beazer and Allied-Signal entered into an Administrative Consent Order with the Massachusetts Department of Environmental Protection ("DEP") in 1989 which requires that they jointly investigate and develop a remedial response plan for the Facility site, including any area where a release from that site may have come to be located. The companies have entered into a cost-sharing agreement under which each company has agreed to pay one-third of the costs of compliance with the consent order, while preserving any claims it may have against the other companies. In 1993 the companies completed preliminary remedial measures, including abatement of seepage of materials into the adjacent Island End River, a 29-acre tidal river which is part of Boston Harbor. Studies have identified compounds that may be associated with coal tar and/or oil in soil and ground water at the site and adjacent areas, including the riverbed. In addition to the DEP, the National Oceanic and Atmospheric Administration and the Coast Guard have been involved in river sediment investigation and remediation discussions. During 1995 and 1996, Eastern conducted and received the results of certain sediment sampling which confirmed findings of contamination in the riverbed. In light of uncertainties as to the full extent and sources of releases of compounds, the nature of any required remediation, the area and volume of soil, ground water and/or sediments that may be included, the possibility of participation by additional potentially responsible parties and the apportionment of liability, Eastern does not possess at this time sufficient information to reasonably determine or estimate the ultimate cost to it of such remedial measures. Eastern is recovering certain costs of its legal defense and may be entitled to recover remediation costs from its insurers. Eastern's natural gas distribution operations, like many other companies in the natural gas industry, are parties to governmental proceedings requiring investigation and possible remediation of former manufactured gas plant ("MGP") sites. Boston Gas and Essex Gas may have or share responsibility under applicable environmental laws for the remediation of 18 such sites. A subsidiary of New England Electric System ("NEES") has assumed responsibility for remediating 10 of these sites, subject to a limited contribution from Boston Gas. Boston Gas and Essex Gas have estimated their potential share of the costs of investigating and remediating former MGP sites in accordance with SFAS No. 5, "Accounting for Contingencies," and the American Institute of Certified Public Accountants Statement of Position 96-1, "Environmental Remediation Liabilities." These operations have recorded liabilities of $19.5 million, which represents their best F-19 Notes To Financial Statements-(Continued) estimate at this time of remediation costs, which may reasonably be estimated to range from $17 million to $31 million. However, there can be no assurance that such costs will not vary considerably from these estimates. Factors that may bear on costs differing from estimates include, without limit, changes in regulatory standards, changes in remediation technologies and practices and the type and extent of contaminants discovered at the sites. Boston Gas and Essex Gas are aware of 26 other former MGP sites within their service territories. The NEES subsidiary has provided full indemnification to Boston Gas with respect to eight of these sites. At this time, there is substantial uncertainty as to whether Boston Gas or Essex Gas have or share responsibility for remediating any of these other sites. No notice of responsibility has been issued to Boston Gas or Essex Gas for any of these sites from any governmental environmental authority. By a rate order issued on May 25, 1990, the Department approved the recovery of all prudently incurred environmental response costs associated with former MGP sites over separate, seven-year amortization periods, without a return on the unamortized balance. Eastern's natural gas operations have recognized an insurance receivable of $3.4 million, reflecting a negotiated settlement with an insurance carrier for environmental expense indemnity, and a regulatory asset of $16.1 million, representing the expected rate recovery of environmental remediation costs, net of the insurance settlement. Eastern currently believes, in light of the indemnity agreement with the NEES subsidiary and the Department rate order on environmental cost recovery, that it is not probable that such costs will materially affect its financial condition or results of operations. 13. Coal Miners Retiree Health Care On June 25, 1998 the U.S. Supreme Court ruled that the Coal Industry Retiree Health Benefit Act of 1992 ("the Coal Act") is unconstitutional as applied to Eastern. Accordingly, previously recorded reserves not used, less associated expenses, resulted in an extraordinary gain of $74,500,000 pretax, $48,425,000 net or $2.13 per share in the second quarter of 1998. In 1993, Eastern recorded a reserve of $70,000,000 ($45,500,000 net of tax or $1.88 per share) to provide for its estimated undiscounted obligations under the Coal Act with respect to notices of responsibility received from the Social Security Administration in that year. The notices claimed that Eastern was responsible for health care and death benefit premiums for certain retired coal miners and their beneficiaries who were said to have worked for Eastern's Coal Division prior to the transfer of those operations to a subsidiary in 1965. Principally due to receipt of additional notices, in 1995 Eastern recorded an additional reserve of $10,000,000 ($6,500,000 net of tax or $.30 per share). Provisions to establish these reserves were accounted for as extraordinary items. Eastern never paid any premiums under the Coal Act. 14. Retiree Benefits Eastern and its subsidiaries, through various company-administered plans and other union retirement and welfare plans, provide retirement benefits for the majority of their employees, including pension and certain health care and life insurance benefits. Normal retirement age ranges from 60 to 65, but provision is made for earlier retirement. Pension benefits for salaried plans are based on salary and years of service, while union retirement and welfare plans are based on negotiated benefits and years of service. Employees, excluding Essex Gas employees, hired before F-20 Notes To Financial Statements-(Continued) 1993 who are participants in the pension plans become eligible for post-retirement health care benefits if they reach retirement age while working for Eastern. The funding of retirement and employee benefit plans is in accordance with the requirements of the plans and, where applicable, in sufficient amounts to satisfy the "Minimum Funding Standards" of the Employee Retirement Income Security Act ("ERISA"). The net cost for these plans and agreements charged to expense was as follows: Pensions
Years Ended December 31, (In thousands) 1997 1996 1995 - -------------------------------------------------------------------------------------------------------- Service cost $ 5,145 $ 4,983 $4,937 Interest cost on projected benefit obligation 12,808 12,259 11,471 Actual return on plan assets (55,001) (17,985) (30,811) Net amortization and deferral 38,529 5,601 19,423 ------- ------ ------ Total net pension cost of company-administered plans 1,481 4,858 5,020 Multi-employer union retirement and welfare plans 270 293 293 ------- ------ ------ Total net pension cost $ 1,751 $5,151 $5,313 ======= ====== ======
Health Care
Years Ended December 31, (In thousands) 1997 1996 1995 - -------------------------------------------------------------------------------------- Service cost $ 1,007 $ 1,003 $ 949 Interest cost on accumulated benefits obligation 7,147 7,165 6,900 Actual return on plan assets (5,994) (1,378) 2,365 Net amortization and deferral 3,010 (1,168) (4,549) Amortization and deferral of deferred costs 4,841 5,470 3,963 ------- ------- ------ Total net retiree health care cost $10,011 $11,092 $9,628 ======= ======= ======
The following table sets forth the funded status of company-administered plans and amounts recorded in Eastern's consolidated balance sheet as of December 31, 1997 and 1996 using actuarial measurement dates as of October 1, 1997 and 1996:
Pensions Health Care (In thousands) 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------- Accumulated benefit obligation: Vested benefits $ 146,719 $139,039 $ 83,832 $ 80,467 Non-vested benefits 14,184 13,940 18,407 18,106 ---------- -------- --------- --------- 160,903 152,979 102,239 98,573 Effect of future salary increases 20,427 20,644 - - ---------- -------- -------- --------- Projected benefit obligation ("PBO") $ 181,330 $173,623 $102,239 $ 98,573 ---------- -------- -------- --------- Plan assets at fair value $ 241,734 $201,819 $ 25,263 $ 18,804 Less PBO 181,330 173,623 102,239 98,573 Plan assets in excess of (less than) PBO 60,404 28,196 (76,976) (79,769) Unrecognized net obligation at December 31, 1985 being amortized over 15 years 1,308 1,721 - - Unrecognized net gain (64,402) (32,327) (9,968) (7,839) Unrecognized prior service cost (benefit) 15,878 16,385 (8,377) (9,549) Amounts contributed to plans during fourth quarter 206 227 - - Unfunded accumulated benefits (5,058) (4,705) - - ---------- --------- --------- --------- Net asset (reserve) at December 31 $ 8,336 $ 9,497 $(95,321) $(97,157) ========== ========= ======== ========
F-21 Notes To Financial Statements-(Continued) The above vested health care benefits include $76,728,000 and $72,698,000 for retirees in 1997 and 1996, respectively. To fund health care benefits under its collective bargaining agreements, Boston Gas and Essex Gas maintain Voluntary Employee Beneficiary Association ("VEBAs"), to which they make contributions from time to time. Essex Gas made contributions during 1997 and 1996 of $560,241 and $541,483, respectively. Plan assets are invested in debt and equity marketable securities. Following are the assumptions used in developing the projected benefit obligation for 1997, 1996 and 1995: 1997 1996 1995 ---- ---- ---- Discount rate 7.5% 7.5-8.0% 7.5-8.0% Return on plan assets 8.5% 8.5% 8.5% Increase in future compensation 4.75-5.0% 4.75-6.0% 4.75-6.00% Health care inflation trend 7.0-8.75% 7.0-9.5% 7.5-10.0% The health care inflation trend is assumed to be 7% through 1999, 6% in 2000 and 5% thereafter. A one-percentage-point increase in the assumed health care cost trend would have increased the net periodic post-retirement benefit cost charged to expense and the accumulated benefit obligation by $145,000 and $6,123,000, respectively, in 1997 and $115,000 and $7,596,000, respectively, in 1996. See Note 2 for discussion of the adjustment conforming Essex Gas' method of adoption of SFAS No. 106, "Employers' Accounting for Postretirement Benefits other than Pensions". 15. Fair Values of Financial Instruments Pursuant to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," which requires investments in debt and equity securities other than those accounted for under the equity method to be carried at fair value or amortized cost for debt securities expected to be held to maturity, Eastern has classified its investments in debt and equity securities as available for sale. Accordingly, the net unrealized gains and losses computed in marking these securities to market have been reported as a component of shareholders' equity. The difference between the fair value and the original cost of these securities is a net unrealized gain of $3,697,000 and $2,813,000, in 1997 and 1996, respectively. The following methods and assumptions were used to estimate the fair value disclosures for financial instruments. Cash, short-term investments and current debt: The carrying amounts approximate fair value because of the short maturity of those instruments. Current debt includes notes payable and gas inventory financing. Other current assets and investments: Other current assets and investments include marketable securities classified as available for sale. Pursuant to SFAS No. 115 the carrying value is the fair value. Long-term debt and preferred stock of subsidiary: The fair values are based on currently-quoted market prices. F-22 Notes To Financial Statements-(Continued) The carrying amounts and estimated fair values of Eastern's financial instruments are as follows:
December 31, (In thousands) 1997 1996 ------------------------------------------------------------------------------ Carrying Fair Carrying Fair Amount Value Amount Value Cash and short-term investments $175,709 $175,709 $160,108 $160,108 Marketable securities and investments 16,030 16,030 32,164 32,164 Short-term debt 102,323 102,323 127,892 127,892 Long-term debt 376,857 422,370 373,213 406,784 Preferred stock of subsidiary 29,326 31,525 29,292 29,586
16. Unaudited Quarterly Financial Information
For the three months ended (In thousands, except per share amounts) Mar 31, June 30, Sept 30, Dec 31, - ----------------------------------------------------------------------------------------------------------- 1997: Revenues $385,063 $231,077 $142,184 $265,416 Operating earnings 53,223 24,321 3,301 34,472 Earnings before income taxes 44,502 15,595 (4,377) 27,150 Net earnings $ 27,962 $ 12,169 $ (2,816) $ 18,601 ========= ======== ========= ======== Basic earnings per share(1) $1.26 $.54 $(.13) $.83 ====== ==== ===== ==== Diluted earnings per share(1) $1.25 $.54 $(.13) $.83 ===== ==== ===== ==== 1996: Revenues $426,182 $237,268 $149,496 $244,325 Operating earnings 59,543 27,243 7,251 36,197 Earnings before income taxes 52,121 20,822 2,184 27,122 Net earnings $ 32,674 $ 12,898 $ 1,754 $ 17,175 ========= ========= ========= ========= Basic earnings per share(1) $1.47 $.58 $.08 $.77 ===== ==== ==== ==== Diluted earnings per share(1) $1.46 $.58 $.07 $.77 ===== ===== ==== ====
(1) Reflects adoption of SFAS No. 128, "Earnings per Share," as described in Note 1. F-23 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES TO EASTERN ENTERPRISES We have audited in accordance with generally accepted auditing standards, the consolidated financial statements of Eastern Enterprises included in this Form 8-K, and have issued our report theron dated October 1, 1998 (except with respect to the matter discussed in Note 3 to the financial statements, as to which the date is October 17, 1998). Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in the index on page F-1 are the responsibility of Eastern's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth herein in relation to the basic financial statements taken as a whole. Arthur Andersen LLP Boston, Massachusetts October 1, 1998 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our reports, dated October 1, 1998, included in this Form 8-K into Eastern Enterprises' previously filed Post-Effecitve Amendment No.1 to Form S-16 Registration Statement No. 2-71614 on Form S-3 and Form S-8 Registration Statements No.2-77146, No. 33-19990, No. 33-40862 and No. 33-56424. Arthur Andersen LLP Boston, Massachusetts November 20, 1998 F-24 SCHEDULE II EASTERN ENTERPRISES AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES For The Year Ended December 31, 1997 (In Thousands)
Additions Deductions Charges Charged for Which Balance to Costs Charged Reserves Balance December 31, and to Other Were December 31, 1996 Expenses Accounts Created 1997 - ------------------------------------------------------------------------------------------------------------------------------------ Description Reserves deducted from assets- $ 17,301 $ 5,818 $ 167 $ (6,066) $ 17,220 ========= ======= ----- ======== ======== Reserves for doubtful accounts Reserves for loss on investments $ 19 $ - $ - $ - $ 19 ========= ======= ===== ======== ======== Reserves included in liabilities- Reserve for post-retirement health care $100,446 $ 4,578 $ - $ (6,642) $ 98,382 Reserve for coal miners retiree health care 77,308 - - (808) 76,500 Reserves for employee benefits 24,624 9,690 907 (9,985) 25,236 Reserves for environmental expenses 26,809 - 122 (1,011) 25,920 Reserves for insurance claims 12,838 7,348 (530) (6,485) 13,171 Other 17,680 6,304 41 (7,706) 16,319 -------- ------- ----- -------- -------- Total liability reserves $259,705 $27,920 $540 $(32,637) $255,528 ======== ======= ==== ======== ========
F-25 SCHEDULE II EASTERN ENTERPRISES AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES For The Year Ended December 31, 1996 (In Thousands)
Additions Deductions Charges Charged for Which Balance to Costs Charged Reserves Balance December 31, and to Other Were December 31, 1995 Expenses Accounts Created 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Description Reserves deducted from assets- $ 16,604 $13,555 $164 $(13,022) $ 17,301 ========= ======= ---- ======== ======== Reserves for doubtful accounts Reserves for loss on investments $ 19 $ - $ - $ - $ 19 ========= ======= ===== ======== ======== Reserves included in liabilities- Reserve for post-retirement health care $ 102,387 $ 1,311 $3,725 $ (6,977) $100,446 Reserve for coal miners retiree health care 78,125 - - (817) 77,308 Reserves for employee benefits 16,439 12,216 2,896 (6,927) 24,624 Reserves for environmental expenses 26,356 - 1,255 (802) 26,809 Reserves for insurance claims 14,133 7,746 1,972 (11,013) 12,838 Other 18,537 5,212 (837) (5,232) 17,680 -------- ------- ------ -------- -------- Total liability reserves $255,977 $26,485 $9,011 $(31,768) $259,705 ======== ======= ====== ======== ========
F-26 SCHEDULE II EASTERN ENTERPRISES AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES For The Year Ended December 31, 1995 (In Thousands)
Additions Deductions Charges Charged for Which Balance to Costs Charged Reserves Balance December 31, and to Other Were December 31, 1994 Expenses Accounts Created 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Description Reserves deducted from assets- $ 16,895 $15,190 $ 230 $(15,711) $ 16,604 ========= ======= ======== ======== ======== Reserves for doubtful accounts Reserves for loss on investments $ 19 $ - $ - $ - $ 19 ========= ======= ======== ========= ======== Reserves included in liabilities- Reserve for post-retirement health care $106,256 $ 1,150 $ 3,974 $ (8,993) $102,387 Reserve for coal miners retiree health care 68,693 10,000 - (568) 78,125 Reserves for employee benefits 12,453 11,039 169 (7,222) 16,439 Reserves for environmental expenses 9,850 15,350 1,920 (764) 26,356 Reserves for insurance claims 9,890 8,978 5,876 (10,611) 14,133 Other 18,753 5,642 (1,008) (4,850) 18,537 -------- ------- ------- -------- -------- Total liability reserves $225,895 $52,159 $10,931 $(33,008) $255,977 ======== ======= ======= ======== ========
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