-----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, F3Xd/AmKpFzsGUclk07vdNhIUJEh0W+G4WqJFkQMWf6jhSPWEMNkvPtkGUCAvAxC CW5sA0Y4pZaYNiHWitAn6w== 0000898430-00-001626.txt : 20000516 0000898430-00-001626.hdr.sgml : 20000516 ACCESSION NUMBER: 0000898430-00-001626 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC INDUSTRIES INC CENTRAL INDEX KEY: 0000354707 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 990208097 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08503 FILM NUMBER: 635116 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085435662 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC CO INC CENTRAL INDEX KEY: 0000046207 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 990040500 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-04955 FILM NUMBER: 635117 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085437771 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: HAWAIIAN ELECTRIC CO LTD DATE OF NAME CHANGE: 19670212 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Exact Name of Registrant as Commission I.R.S. Employer Specified in Its Charter File Number Identification No ---------------------------- ----------- ------------------ HAWAIIAN ELECTRIC INDUSTRIES, INC. 1-8503 99-0208097 and Principal Subsidiary HAWAIIAN ELECTRIC COMPANY, INC. 1-4955 99-0040500 State of Hawaii - ------------------------------------------------------------------------------ (State or other jurisdiction of incorporation or organization) 900 Richards Street, Honolulu, Hawaii 96813 - ------------------------------------------------------------------------------ (Address of principal executive offices and zip code) Hawaiian Electric Industries, Inc. ----- (808) 543-5662 Hawaiian Electric Company, Inc. -------- (808) 543-7771 - ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) None - ------------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) =============================================================================== Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ------ ------ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class of Common Stock Outstanding May 3, 2000 - ------------------------------------------------------------------------------ Hawaiian Electric Industries, Inc. (Without Par Value)... 32,366,116 Shares Hawaiian Electric Company, Inc. ($6 2/3 Par Value)....... 12,805,843 Shares (not publicly traded) =============================================================================== Hawaiian Electric Industries, Inc. and subsidiaries Hawaiian Electric Company, Inc. and subsidiaries Form 10-Q--Quarter ended March 31, 2000 INDEX
Page No. Glossary of terms................................................... ii Forward-looking information......................................... v PART I. FINANCIAL INFORMATION Item 1. Financial statements Hawaiian Electric Industries, Inc. and subsidiaries --------------------------------------------------- Consolidated balance sheets (unaudited) - March 31, 2000 and December 31, 1999..................... 1 Consolidated statements of income (unaudited) - three months ended March 31, 2000 and 1999............... 2 Consolidated statements of retained earnings (unaudited) - three months ended March 31, 2000 and 1999............... 3 Consolidated statements of cash flows (unaudited) - three months ended March 31, 2000 and 1999............... 4 Notes to consolidated financial statements (unaudited)..... 5 Hawaiian Electric Company, Inc. and subsidiaries ------------------------------------------------ Consolidated balance sheets (unaudited) - March 31, 2000 and December 31, 1999..................... 10 Consolidated statements of income (unaudited) - three months ended March 31, 2000 and 1999............... 11 Consolidated statements of retained earnings (unaudited) - three months ended March 31, 2000 and 1999............... 11 Consolidated statements of cash flows (unaudited) - three months ended March 31, 2000 and 1999............... 12 Notes to consolidated financial statements (unaudited)..... 13 Item 2. Management's discussion and analysis of financial condition and results of operations................................ 25 Item 3. Quantitative and qualitative disclosures about market risk. 35 PART II. OTHER INFORMATION Item 1. Legal proceedings.......................................... 36 Item 2. Changes in securities and use of proceeds.................. 36 Item 4. Submission of matters to a vote of security holders........ 36 Item 5. Other information.......................................... 37 Item 6. Exhibits and reports on Form 8-K........................... 39 Signatures.......................................................... 40
i Hawaiian Electric Industries, Inc. and subsidiaries Hawaiian Electric Company, Inc. and subsidiaries Form 10-Q--Quarter ended March 31, 2000 GLOSSARY OF TERMS
Terms Definitions - ----- ----------- AFUDC Allowance for funds used during construction ASB American Savings Bank, F.S.B., a wholly owned subsidiary of HEI Diversified, Inc. and parent company of American Savings Investment Services Corp., ASB Service Corporation, AdCommunications, Inc., American Savings Mortgage Co., Inc. and ASB Realty Corporation ASBR ASB Realty Corporation BIF Bank Insurance Fund BLNR Board of Land and Natural Resources of the State of Hawaii CDUP Conservation District Use Permit Company Hawaiian Electric Industries, Inc. and its direct and indirect subsidiaries, including, without limitation, Hawaiian Electric Company, Inc., Maui Electric Company, Limited, Hawaii Electric Light Company, Inc., HECO Capital Trust I, HECO Capital Trust II, HEI Diversified, Inc., American Savings Bank, F.S.B. and its subsidiaries, HEI Power Corp. and its subsidiaries, Pacific Energy Conservation Services, Inc., HEI District Cooling, Inc., ProVision Technologies, Inc., HEI Properties, Inc., HEI Leasing, Inc., Hycap Management, Inc., Hawaiian Electric Industries Capital Trust I, Hawaiian Electric Industries Capital Trust II, Hawaiian Electric Industries Capital Trust III, HEI Preferred Funding, LP, The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.) and Malama Pacific Corp. and its subsidiaries Consumer Division of Consumer Advocacy, Department of Commerce and Consumer Affairs of the Advocate State of Hawaii D&O Decision and order DLNR Department of Land and Natural Resources of the State of Hawaii DOH Department of Health of the State of Hawaii EAPRC East Asia Power Resources Corporation Enserch Enserch Development Corporation EPHC El Paso Philippines Holding Company, Inc. EPA Environmental Protection Agency - federal
ii GLOSSARY OF TERMS, continued
Terms Definitions - ----- ----------- FASB Financial Accounting Standards Board FDIC Federal Deposit Insurance Corporation federal U.S. Government FHLB Federal Home Loan Bank FICO Financing Corporation GAAP Generally accepted accounting principles GPA Guam Power Authority Hamakua Hamakua Energy Partners, L.P., formerly known as Encogen Hawaii, L.P. Partners HCPC Hilo Coast Power Company HECO Hawaiian Electric Company, Inc., a wholly owned electric utility subsidiary of Hawaiian Electric Industries, Inc. and parent company of Maui Electric Company, Limited, Hawaii Electric Light Company, Inc., HECO Capital Trust I and HECO Capital Trust II HEI Hawaiian Electric Industries, Inc., direct parent company of Hawaiian Electric Company, Inc., HEI Diversified, Inc., HEI Power Corp., Pacific Energy Conservation Services, Inc., HEI District Cooling, Inc., ProVision Technologies, Inc., HEI Properties, Inc., HEI Leasing, Inc., Hycap Management, Inc., Hawaiian Electric Industries Capital Trust I, Hawaiian Electric Industries Capital Trust II, Hawaiian Electric Industries Capital Trust III, The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.) and Malama Pacific Corp. HEIDI HEI Diversified, Inc., a wholly owned subsidiary of Hawaiian Electric Industries, Inc. and the parent company of American Savings Bank, F.S.B. HEIII HEI Investments, Inc. (formerly HEI Investment Corp.), a subsidiary of HEI Power Corp. HEIPC HEI Power Corp., a wholly owned subsidiary of Hawaiian Electric Industries, Inc., and the parent company of several subsidiaries HEIPC Group HEI Power Corp. and its subsidiaries HELCO Hawaii Electric Light Company, Inc., a wholly owned electric utility subsidiary of Hawaiian Electric Company, Inc.
iii GLOSSARY OF TERMS, continued
Terms Definitions - ----- ----------- HPG HEI Power Corp. Guam, a wholly owned subsidiary of HEI Power Corp. IPP Independent power producer KCP Kawaihae Cogeneration Partners KWH Kilowatthour MECO Maui Electric Company, Limited, a wholly owned electric utility subsidiary of Hawaiian Electric Company, Inc. MPC Malama Pacific Corp., a wholly owned subsidiary of Hawaiian Electric Industries, Inc. and parent company of several real estate subsidiaries. On September 14, 1998, the HEI Board of Directors adopted a plan to exit the residential real estate development business engaged in by Malama Pacific Corp. and its subsidiaries. MW Megawatt NOV Notice of Violation OTS Office of Thrift Supervision, Department of Treasury PSD permit Prevention of Significant Deterioration/Covered Source permit PUC Public Utilities Commission of the State of Hawaii ROACE Return on average common equity SAIF Savings Association Insurance Fund SEC Securities and Exchange Commission SFAS Statement of Financial Accounting Standards SOP Statement of Position TOOTS The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp. (HTB)), a wholly owned subsidiary of Hawaiian Electric Industries, Inc. On November 10, 1999, HTB sold YB and substantially all of HTB's operating assets. YB Young Brothers, Limited, a wholly owned subsidiary of Hawaiian Tug & Barge Corp. which was sold on November 10, 1999
iv Forward-looking statements This report and other presentations made by Hawaiian Electric Industries, Inc. (HEI) and its subsidiaries contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates" or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects and possible future actions, which may be provided by management are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and assumptions about HEI and its subsidiaries, the performance of the industries in which they do business and economic and market factors, among other things. These statements are not guaranties of future performance. Such risks, uncertainties and other important factors include, but are not limited to, the following: . the effect of international, national and local economic conditions, including the condition of the Hawaii tourist and construction industries and the Hawaii housing market; . the effects of weather and natural disasters; . product demand and market acceptance risks; . increasing competition in the electric utility, banking and international power industries; . capacity and supply constraints or difficulties; . new technological developments; . governmental and regulatory actions, including changes in laws, rules and regulations applicable to HEI and its subsidiaries, decisions in rate cases and on permitting issues and changes in taxation; . the results of financing efforts; . the timing and extent of changes in interest rates; . the timing and extent of changes in foreign currency exchange rates; . the convertibility and availability of foreign currency; . political and business risks inherent in doing business in developing countries; . the risks associated with the installation of new computer systems; . the risk that ASB Realty Corporation fails to qualify as a real estate investment trust for federal income tax purposes, in which case it would be subject to regular corporate income taxation; and . other risks or uncertainties described elsewhere in this report and in other periodic reports previously and subsequently filed by HEI and/or Hawaiian Electric Company, Inc. (HECO) with the Securities and Exchange Commission (SEC). Forward-looking statements speak only as of the date of this report. v PART I - FINANCIAL INFORMATION - -------------------------------------------------------------------------------- Item 1. Financial statements - ----------------------------- Hawaiian Electric Industries, Inc. and subsidiaries Consolidated balance sheets (unaudited)
March 31, December 31, (in thousands) 2000 1999 - ---------------------------------------------------------------------------------------------------- Assets - ------ Cash and equivalents................................... $ 202,583 $ 199,906 Accounts receivable and unbilled revenues, net......... 153,790 154,605 Investment and mortgage/asset-backed securities........ 2,255,257 2,159,945 Loans receivable, net.................................. 3,205,008 3,211,878 Property, plant and equipment, net of accumulated depreciation of $1,158,137 and $1,129,078........... 2,063,430 2,066,195 Regulatory assets...................................... 115,885 114,759 Other.................................................. 356,996 276,997 Goodwill and other intangibles......................... 104,788 106,741 ---------------- ----------------- $8,457,737 $8,291,026 ================ ================= Liabilities and stockholders' equity - ------------------------------------ Liabilities Accounts payable....................................... $ 117,835 $ 117,447 Deposit liabilities.................................... 3,558,024 3,491,655 Short-term borrowings.................................. 232,859 151,833 Securities sold under agreements to repurchase......... 645,406 661,215 Advances from Federal Home Loan Bank................... 1,227,112 1,189,081 Long-term debt......................................... 983,881 977,529 Deferred income taxes.................................. 180,974 181,277 Contributions in aid of construction................... 205,481 206,302 Other.................................................. 211,724 231,854 ---------------- ----------------- 7,363,296 7,208,193 ---------------- ----------------- HEI- and HECO-obligated preferred securities of trust subsidiaries directly or indirectly holding solely HEI and HEI-guaranteed and HECO and HECO-guaranteed subordinated debentures............................... 200,000 200,000 Preferred stock of subsidiaries - not subject to mandatory redemption.................................. 34,406 34,406 Minority interests..................................... 876 841 ---------------- ----------------- 235,282 235,247 ---------------- ----------------- Stockholders' equity Preferred stock, no par value, authorized 10,000 shares; issued: none.................................. - - Common stock, no par value, authorized 100,000 shares; issued and outstanding: 32,315 shares and 32,213 shares..................................... 667,957 665,335 Retained earnings...................................... 191,202 182,251 ---------------- ----------------- 859,159 847,586 ---------------- ----------------- $8,457,737 $8,291,026 ================ =================
See accompanying "Notes to consolidated financial statements." 1
Hawaiian Electric Industries, Inc. and subsidiaries Consolidated statements of income (unaudited) Three months ended March 31, (in thousands, except per share amounts and -------------------------------- ratio of earnings to fixed charges) 2000 1999 - ---------------------------------------------------------------- -------------------------------- Revenues Electric utility........................................... $289,405 $237,791 Savings bank............................................... 110,267 100,280 International power........................................ 1,665 992 Other...................................................... 538 13,184 ------------ --------------- 401,875 352,247 ------------ --------------- Expenses Electric utility........................................... 237,775 196,890 Savings bank............................................... 91,077 85,149 International power........................................ 2,115 1,608 Other...................................................... 2,706 14,568 ------------ --------------- 333,673 298,215 ------------ --------------- Operating income (loss) Electric utility........................................... 51,630 40,901 Savings bank............................................... 19,190 15,131 International power........................................ (450) (616) Other...................................................... (2,168) (1,384) ------------ --------------- 68,202 54,032 ------------ --------------- Interest expense--other than savings bank.................. (19,072) (17,888) Allowance for borrowed funds used during construction...... 691 640 Preferred stock dividends of subsidiaries.................. (498) (627) Preferred securities distributions of trust subsidiaries... (4,009) (3,999) Allowance for equity funds used during construction........ 1,269 1,039 ------------ --------------- Income before income taxes................................. 46,583 33,197 Income taxes............................................... 17,607 12,443 ------------ --------------- Net income................................................. $ 28,976 $ 20,754 ============ =============== Basic earnings per common share............................ $ 0.90 $ 0.65 ============ =============== Diluted earnings per common share.......................... $ 0.90 $ 0.64 ============ =============== Dividends per common share................................. $ 0.62 $ 0.62 ============ =============== Weighted-average number of common shares outstanding....... 32,266 32,153 Dilutive effect of stock options and dividend equivalents........................................... 106 83 ------------ --------------- Adjusted weighted-average shares........................... 32,372 32,236 ============ =============== Ratio of earnings to fixed charges (SEC method) Excluding interest on ASB deposits.................... 1.86 1.76 ============ =============== Including interest on ASB deposits.................... 1.57 1.43 ============ ===============
See accompanying "Notes to consolidated financial statements." 2
Hawaiian Electric Industries, Inc. and subsidiaries Consolidated statements of retained earnings (unaudited) Three months ended March 31, -------------------------------- (in thousands) 2000 1999 - -------------------------------------------------------------------------------------------------- Retained earnings, beginning of period..................... $182,251 $165,252 Net income................................................. 28,976 20,754 Common stock dividends..................................... (20,025) (19,949) ------------ --------------- Retained earnings, end of period........................... $191,202 $166,057 ============ ===============
See accompanying "Notes to consolidated financial statements." 3 Hawaiian Electric Industries, Inc. and subsidiaries Consolidated statements of cash flows (unaudited)
Three months ended March 31, ----------------------------- (in thousands) 2000 1999 - --------------------------------------------------------------------------------------------------- Cash flows from operating activities Net income......................................................... $ 28,976 $ 20,754 Adjustments to reconcile net income to net cash provided by operating activities Depreciation of property, plant and equipment................ 27,143 27,190 Other amortization........................................... 1,476 4,261 Provision for loan losses.................................... 3,000 2,920 Deferred income taxes........................................ (300) (130) Allowance for equity funds used during construction.......... (1,269) (1,039) Changes in assets and liabilities Decrease in accounts receivable and unbilled revenues, net................................................... 815 11,979 Increase in accounts payable........................... 388 5,111 Changes in other assets and liabilities................ 2,153 (53,665) ---------- ------------ Net cash provided by operating activities.......................... 62,382 17,381 ---------- ------------ Cash flows from investing activities Held-to-maturity mortgage/asset-backed securities purchased........ (151,425) (249,256) Principal repayments on held-to-maturity mortgage/asset-backed securities........................................................ 58,434 191,956 Loans receivable originated and purchased.......................... (110,360) (208,096) Principal repayments on loans receivable........................... 103,611 159,420 Capital expenditures............................................... (25,080) (22,174) Acquisition of Philippines investment.............................. (87,500) - Other.............................................................. 7,767 4,517 ----------- ----------- Net cash used in investing activities.............................. (204,553) (123,633) ----------- ----------- Cash flows from financing activities Net increase (decrease) in deposit liabilities..................... 66,369 (49,465) Net increase in short-term borrowings with original maturities of three months or less.............................................. 81,026 19,266 Net increase in retail repurchase agreements....................... 2,280 765 Proceeds from securities sold under agreements to repurchase....... 218,728 132,000 Repurchase of securities sold under agreements to repurchase....... (240,085) (186,000) Proceeds from advances from Federal Home Loan Bank................. 218,531 32,000 Principal payments on advances from Federal Home Loan Bank......... (180,500) (30,000) Proceeds from issuance of long-term debt........................... 6,304 3,594 Redemption of electric utility subsidiaries' preferred stock....... - (37,068) Net proceeds from issuance of common stock......................... 2,590 2,162 Common stock dividends............................................. (20,025) (19,949) Preferred securities distributions of trust subsidiaries........... (4,009) (3,999) Other.............................................................. (6,361) (4,378) ---------- ------------ Net cash provided by (used in) financing activities................ 144,848 (141,072) ---------- ------------ Net increase (decrease) in cash and equivalents.................... 2,677 (247,324) Cash and equivalents, beginning of period.......................... 199,906 412,254 ---------- ------------ Cash and equivalents, end of period................................ $ 202,583 $ 164,930 ========== ============
See accompanying "Notes to consolidated financial statements." 4 Hawaiian Electric Industries, Inc. and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2000 and 1999 (Unaudited) - -------------------------------------------------------------------------------- (1) Basis of presentation - ------------------------- The accompanying unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to SEC Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses for the period. Actual results could differ significantly from those estimates. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HEI's Annual Report on SEC Form 10-K for the year ended December 31, 1999. In the opinion of HEI's management, the accompanying unaudited consolidated financial statements contain all material adjustments required by GAAP to present fairly the Company's financial position as of March 31, 2000 and December 31, 1999, and the results of its operations and its cash flows for the three months ended March 31, 2000 and 1999. All such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q or other referenced material. Results of operations for interim periods are not necessarily indicative of results for the full year. Certain reclassifications have been made to prior periods' consolidated financial statements to conform to the 2000 presentation. (2) Segment financial information - ---------------------------------- Segment financial information was as follows:
Electric Savings International ($ in thousands) utility bank power Other Total - ----------------------------------------------------------------------------------------------------------------------------------- Three months ended March 31, 2000 Revenues from external customers..... 289,391 110,263 1,654 567 401,875 Intersegment revenues................ 14 4 11 (29) - -------------- --------------- ----------------- --------------- ------------- Revenues......................... 289,405 110,267 1,665 538 401,875 ============== =============== ================= =============== ============= Income (loss) before income taxes.... 38,902 17,783 (659) (9,443) 46,583 Income taxes (benefit)............... 15,177 6,562 262 (4,394) 17,607 -------------- --------------- ----------------- --------------- ------------- Net income (loss)................ 23,725 11,221 (921) (5,049) 28,976 ============== =============== ================= =============== ============= Assets*.............................. 2,290,877 5,943,462 192,196 31,202 8,457,737 ============== =============== ================= =============== ============= Three months ended March 31, 1999 Revenues from external customers..... 237,791 100,272 992 13,192 352,247 Intersegment revenues................ - 8 - (8) - -------------- --------------- ----------------- --------------- ------------- Revenues......................... 237,791 100,280 992 13,184 352,247 ============== =============== ================= =============== ============= Income (loss) before income taxes.... 27,701 13,781 (686) (7,599) 33,197 Income taxes (benefit)............... 10,620 5,256 103 (3,536) 12,443 -------------- --------------- ----------------- --------------- ------------- Net income (loss)................ 17,081 8,525 (789) (4,063) 20,754 ============== =============== ================= =============== ============ Assets*.............................. 2,255,148 5,585,313 44,502 153,711 8,038,674 ============== =============== ================= =============== ============
* At March 31. Revenues attributed to foreign countries for the periods identified above were not significant. 5 (3) Electric utility subsidiary - -------------------------------- For Hawaiian Electric Company, Inc.'s consolidated financial information, including its commitments and contingencies, see pages 10 through 24. (4) Savings bank subsidiary - ---------------------------- Selected financial information American Savings Bank, F.S.B. and subsidiaries Consolidated balance sheet data March 31, December 31, (in thousands) 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------ Assets Cash and equivalents............................................................ $ 194,572 $ 192,807 Held-to-maturity investment securities.......................................... 188,671 186,799 Held-to-maturity mortgage/asset-backed securities............................... 2,066,586 1,973,146 Loans receivable, net........................................................... 3,205,008 3,211,878 Other........................................................................... 183,837 176,836 Goodwill and other intangibles.................................................. 104,788 106,741 ------------------ -------------------- $5,943,462 $5,848,207 ================== ==================== Liabilities and equity Deposit liabilities............................................................. $3,558,024 $3,491,655 Securities sold under agreements to repurchase.................................. 645,406 661,215 Advances from Federal Home Loan Bank............................................ 1,227,112 1,189,081 Other........................................................................... 70,074 70,239 ------------------ -------------------- 5,500,616 5,412,190 Minority interests.............................................................. 3,357 3,300 Preferred stock................................................................. 75,113 75,113 Common stock equity............................................................. 364,376 357,604 ------------------ -------------------- $5,943,462 $5,848,207 ================== ====================
American Savings Bank, F.S.B. and subsidiaries Consolidated income statement data
Three months ended March 31, ---------------------------------------------- (in thousands) 2000 1999 - -------------------------------------------------------------------------------------------------------------------------------- Interest income................................................................... $102,508 $ 92,947 Interest expense.................................................................. 55,718 51,456 ----------------- -------------------- Net interest income............................................................... 46,790 41,491 Provision for loan losses......................................................... (3,000) (2,920) Other income...................................................................... 7,759 7,333 Operating, administrative and general expenses.................................... (32,359) (30,773) ----------------- -------------------- Operating income.................................................................. 19,190 15,131 Income taxes...................................................................... 6,562 5,256 ----------------- -------------------- Income before preferred stock dividends........................................... 12,628 9,875 Preferred stock dividends......................................................... 1,350 1,350 Minority interests................................................................ 57 - ----------------- -------------------- Net income........................................................................ $ 11,221 $ 8,525 ================= ====================
6 Subsequent event In April 2000, ASB Realty Corporation issued preferred stock with an aggregate liquidation preference of $187 million to ASB. ASB plans to sell $60 million of the preferred stock in a private placement prior to June 30, 2000, which sale will increase ASB's capital for regulatory purposes. (5) International power subsidiary - ----------------------------------- China project In 1998 and 1999, HEIPC Group acquired what is now a 75% interest in a joint venture, Baotou Tianjiao Power Co., Ltd., formed to design, construct, own, operate and manage a 200 megawatt (MW) (net) coal-fired power plant to be located in Inner Mongolia, People's Republic of China. The power plant is being built "inside the fence" for Baotou Iron & Steel (Group) Co., Ltd. (Baotou Steel). The project has received approval from both the National and Inner Mongolia governments. Construction had commenced and the first of the two units had been expected to be online by early 2001, and the second six months later. However, the Inner Mongolia Power Company (IMPC), which owns and operates the electricity grid in Inner Mongolia, has refused to enter into an interconnection arrangement with the joint venture. The HEIPC Group does not believe that it is prudent to continue construction without an interconnection arrangement whose terms are consistent with the project as approved by the National and Inner Mongolia governments. Under the Power Purchase Contract between the joint venture and Baotou Steel, it is Baotou Steel's responsibility to secure an interconnection arrangement with IMPC. Accordingly, the HEIPC Group believes Baotou Steel is now in default. The HEIPC Group intends to cause the joint venture to pursue remedies for the default and, if not cured, withdraw from the project (including the HEIPC Group's commitment to invest up to an additional $86 million toward the project, subject to certain conditions) and seek recovery of its investment of approximately $25 million to date. Management cannot predict the outcome of such efforts, nor estimate its impairment loss, if any, at this time. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Philippines investment On March 7, 2000, an indirect subsidiary of HEIPC acquired a 50% interest in El Paso Philippines Holding Company, Inc. (EPHC), an indirect subsidiary of El Paso Energy Corporation (EPEC), for $87 million plus up to an additional $6 million of payments that are contingent upon future earnings of East Asia Power Resources Corporation (EAPRC). EPHC owns approximately 91.7% of the common shares of EAPRC, a Philippines holding company primarily engaged in the electric generation business in Manila and Cebu through its direct and indirect subsidiaries, using land and barge-based generating facilities fired by bunker fuel oil, with total installed capacity of approximately 390 MW. Also on March 7, 2000, HEI entered into an agreement with EPEC to guarantee 50% of EPEC's payment obligations under an EPEC Guaranty Agreement, up to $10 million. The Guaranty Agreement supports EAPRC's and East Asia Diesel Power Corporation's revolving loan facility of up to $20 million. HEI is currently engaged in discussions with the provider of the loan facility to provide HEI's separate guaranty of 50% of the obligations under the revolving loan facility in place of the guaranty agreement with EPEC. 7 (6) Retirement benefits - ------------------------- Change in method of calculating market-related value of retirement benefit plan assets Since 1993, the Company determined the market-related value of retirement benefit (pension and other postretirement benefits) plan assets by calculating the difference between the expected return and the actual return on the fair value of the plan assets, then amortizing the difference over future years -- 0% in the first year and 25% in years two to five, and finally subtracting the unamortized differences for the past four years from fair value. In the first quarter of 2000, the method of calculating the market-related value of the plan assets was changed to include a 15% range around the fair value of such assets (i.e., 85% to 115% of fair value). If the market-related value is outside the 15% range, then the amount outside the range will be recognized immediately in the calculation of annual net periodic benefit cost. If the market-related value remains within the 15% range, the Company will continue to amortize the difference over future years using the amortization method previously used. This change in accounting principle is preferable because it results in calculated asset values of the plans that more closely approximate fair value, while still mitigating the effect of annual fair value fluctuations. No range was used in prior years as the market-related value of the plan assets has been within the 15% range at each yearend from 1993 to 1998. Therefore, the cumulative effect of this change is nil. The effect of the change in accounting principle on the first quarter of 2000 was to increase net income approximately $1 million ($0.03 in basic earnings per common share). Change in discount rate The Company changed the discount rate used to calculate the net periodic costs of pension and other postretirement benefits from 6.5% at December 31, 1998 to 7.75% at December 31, 1999 based on interest rates prevailing at the time. The effect of the change was to reduce the projected benefit obligation at December 31, 1999 by approximately $110 million and to increase net income by approximately $1 million ($0.4 in basic earnings per common share) for the first quarter of 2000. (7) Cash flows - --------------- Supplemental disclosures of cash flow information Cash paid for interest (net of capitalized amounts) and income taxes was as follows:
Three months ended March 31, --------------------------------------------- (in thousands) 2000 1999 - ------------------------------------------------------------------------------------------------------------------------- Interest (including interest paid by savings bank, but excluding interest paid on nonrecourse debt on leveraged leases).............................. $56,493 $58,359 ================ ================ Income taxes................................................................ $ 631 $37,106 ================ ================
The decrease in income taxes paid for the three months ended March 31, 2000 compared to the same period in 1999 was primarily due to the payment of significant federal taxes with the federal tax return extension in 1999. Supplemental disclosures of noncash activities The allowance for equity funds used during construction, which was charged to construction in progress as part of the cost of electric utility plant, amounted to $1.3 million and $1.0 million for the three months ended March 31, 2000 and 1999, respectively. 8 (8) Recent accounting pronouncements - ------------------------------------- Derivative instruments and hedging activities In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments and hedging activities and requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The provisions of SFAS No. 133 were amended by SFAS No. 137 to be effective for all fiscal quarters of fiscal years beginning after June 15, 2000. The Company will adopt SFAS No. 133, as amended, on January 1, 2001, but management has not yet determined the impact, if any, of adoption. (9) Commitments and contingencies - ---------------------------------- See note (5), "International power subsidiary," above and note (4), "Commitments and contingencies," in HECO's "Notes to consolidated financial statements." (10) Discontinued operations--Malama Pacific Corp. (MPC) - --------------------------------------------------------- On September 14, 1998, the HEI Board of Directors adopted a plan to exit the residential real estate development business (engaged by MPC and its subsidiaries) by September 1999. Accordingly, MPC management commenced a program to sell all of MPC's real estate assets and investments and HEI reported MPC as a discontinued operation in the Company's consolidated statements of income in the third quarter of 1998. In the slow Hawaii real estate market, however, the plan to dispose of MPC's real estate assets and investments is taking longer than expected. As of March 31, 2000, the remaining net assets of the discontinued residential real estate development operations amounted to $15 million (included in "Other" assets) and consisted primarily of real estate assets, receivables and deferred tax assets, reduced by loans and accounts payable. (11) Sale of maritime freight transportation and harbor assist operations - -------------------------------------------------------------------------- In November 1999, HTB sold substantially all of its operating assets and YB for a nominal gain. (12) Subsequent event - issuance of medium-term notes - ------------------------------------------------------ In March 1999, HEI filed a registration statement with the SEC to register $300 million of Medium-Term Notes, Series C (Series C Notes). In April 2000, HEI sold $100 million of its Series C Notes, with $100 million of Series C Notes remaining available for issuance from time to time. The $100 million of Series C Notes sold have a floating rate of LIBOR plus 105 basis points (adjusted every three months and with an initial interest rate of 7.33%) and a maturity date of April 15, 2003. Simultaneous with the sale of the Series C Notes, however, HEI entered into a swap agreement with Bank of America, N.A., which effectively fixes the interest rate on the $100 million of debt at 7.995% until maturity. 9
Hawaiian Electric Company, Inc. and subsidiaries Consolidated balance sheets (unaudited) March 31, December 31, (in thousands, except par value) 2000 1999 - ------------------------------------------------------------------------------------------------------------------- Assets Utility plant, at cost Land.................................................................. $ 29,067 $ 30,952 Plant and equipment................................................... 2,875,920 2,851,126 Less accumulated depreciation......................................... (1,102,639) (1,076,373) Plant acquisition adjustment, net..................................... 445 458 Construction in progress.............................................. 154,196 151,981 --------------- -------------- Net utility plant............................................... 1,956,989 1,958,144 --------------- -------------- Current assets Cash and equivalents.................................................. 1,086 1,966 Customer accounts receivable, net..................................... 68,382 68,768 Accrued unbilled revenues, net........................................ 53,032 53,830 Other accounts receivable, net........................................ 1,737 2,172 Fuel oil stock, at average cost....................................... 27,669 34,954 Materials and supplies, at average cost............................... 20,343 20,046 Prepayments and other................................................. 3,463 4,649 --------------- -------------- Total current assets............................................ 175,712 186,385 --------------- -------------- Other assets Regulatory assets..................................................... 115,885 114,759 Other................................................................. 42,291 43,521 --------------- -------------- Total other assets.............................................. 158,176 158,280 --------------- -------------- $ 2,290,877 $ 2,302,809 =============== ============== Capitalization and liabilities Capitalization Common stock, $6 2/3 par value, authorized 50,000 shares; outstanding 12,806 shares........................... $ 85,387 $ 85,387 Premium on capital stock.............................................. 295,542 295,510 Retained earnings..................................................... 434,979 425,206 -------------- -------------- Common stock equity............................................. 815,908 806,103 Cumulative preferred stock - not subject to mandatory redemption...... 34,293 34,293 HECO-obligated mandatorily redeemable preferred securities of trust subsidiaries holding solely HECO and HECO-guaranteed subordinated debentures........................................................... 100,000 100,000 Long-term debt, net................................................... 652,381 646,029 -------------- -------------- Total capitalization............................................ 1,602,582 1,586,425 -------------- -------------- Current liabilities Short-term borrowings................................................. 104,977 107,013 Accounts payable...................................................... 45,566 52,116 Interest and preferred dividends payable.............................. 17,527 8,160 Taxes accrued......................................................... 55,679 66,535 Other................................................................. 15,825 31,485 -------------- -------------- Total current liabilities....................................... 239,574 265,309 -------------- -------------- Deferred credits and other liabilities Deferred income taxes................................................. 132,523 131,105 Unamortized tax credits............................................... 48,149 48,206 Other................................................................. 62,568 65,462 -------------- -------------- Total deferred credits and other liabilities.................... 243,240 244,773 -------------- -------------- Contributions in aid of construction..................................... 205,481 206,302 -------------- -------------- $ 2,290,877 $ 2,302,809 ============== ==============
See accompanying "Notes to consolidated financial statements." 10
Hawaiian Electric Company, Inc. and subsidiaries Consolidated statements of income (unaudited) Three months ended March 31, -------------------------------------- (in thousands, except for ratio of earnings to fixed charges) 2000 1999 - --------------------------------------------------------------------------------------------------------------------- Operating revenues......................................................... $288,421 $236,625 -------------- -------------- Operating expenses Fuel oil................................................................... 75,155 44,878 Purchased power............................................................ 70,226 59,980 Other operation............................................................ 27,741 32,323 Maintenance................................................................ 12,533 13,305 Depreciation............................................................... 24,334 23,365 Taxes, other than income taxes............................................. 27,361 22,896 Income taxes............................................................... 15,193 10,668 -------------- -------------- 252,543 207,415 -------------- -------------- Operating income........................................................... 35,878 29,210 -------------- -------------- Other income Allowance for equity funds used during construction........................ 1,269 1,039 Other, net................................................................. 575 1,071 -------------- -------------- 1,844 2,110 -------------- -------------- Income before interest and other charges................................... 37,722 31,320 -------------- -------------- Interest and other charges Interest on long-term debt................................................. 9,932 9,911 Amortization of net bond premium and expense............................... 442 363 Other interest charges..................................................... 1,897 2,069 Allowance for borrowed funds used during construction...................... (691) (640) Preferred stock dividends of subsidiaries.................................. 228 258 Preferred securities distributions of trust subsidiaries................... 1,919 1,909 -------------- -------------- 13,727 13,870 -------------- -------------- Income before preferred stock dividends of HECO............................ 23,995 17,450 Preferred stock dividends of HECO.......................................... 270 369 -------------- -------------- Net income for common stock................................................ $ 23,725 $ 17,081 ============== ============== Ratio of earnings to fixed charges (SEC method)............................ 3.61 2.85 ============== ==============
Hawaiian Electric Company, Inc. and subsidiaries Consolidated statements of retained earnings (unaudited) Three months ended March 31, -------------------------------------- (in thousands) 2000 1999 - --------------------------------------------------------------------------------------------------------------------- Retained earnings, beginning of period..................................... $425,206 $405,836 Net income for common stock................................................ 23,725 17,081 Common stock dividends..................................................... (13,952) (13,387) -------------- -------------- Retained earnings, end of period........................................... $434,979 $409,530 ============== ============== HEI owns all the common stock of HECO. Therefore, per share data with respect to shares of common stock of HECO are not meaningful. See accompanying "Notes to consolidated financial statements."
11
Hawaiian Electric Company, Inc. and subsidiaries Consolidated statements of cash flows (unaudited) Three months ended March 31, ------------------------------------------ (in thousands) 2000 1999 - --------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities Income before preferred stock dividends of HECO............................ $ 23,995 $ 17,450 Adjustments to reconcile income before preferred stock dividends of HECO to net cash provided by operating activities Depreciation of property, plant and equipment........................ 24,334 23,365 Other amortization................................................... 1,069 1,650 Deferred income taxes................................................ 1,418 196 Tax credits, net..................................................... 339 396 Allowance for equity funds used during construction.................. (1,269) (1,039) Changes in assets and liabilities Decrease in accounts receivable................................. 821 4,556 Decrease in accrued unbilled revenues........................... 798 5,543 Decrease in fuel oil stock...................................... 7,285 5,373 Increase in materials and supplies.............................. (297) (1,428) Increase in regulatory assets................................... (513) (23) Decrease in accounts payable.................................... (6,550) (2,336) Changes in other assets and liabilities......................... (12,323) (11,851) -------------- -------------- Net cash provided by operating activities.................................. 39,107 41,852 -------------- -------------- Cash flows from investing activities Capital expenditures....................................................... (23,848) (17,592) Contributions in aid of construction....................................... 1,647 3,750 Payments on notes receivable............................................... 138 395 -------------- -------------- Net cash used in investing activities...................................... (22,063) (13,447) -------------- -------------- Cash flows from financing activities Common stock dividends..................................................... (13,952) (13,387) Preferred stock dividends.................................................. (270) (369) Preferred securities distributions of trust subsidiaries................... (1,919) (1,909) Proceeds from issuance of long-term debt................................... 6,304 3,594 Redemption of preferred stock.............................................. - (37,068) Net decrease in short-term borrowings with original maturities of three months or less........................ (2,036) (10,183) Other...................................................................... (6,051) (4,509) -------------- -------------- Net cash used in financing activities...................................... (17,924) (63,831) -------------- -------------- Net decrease in cash and equivalents....................................... (880) (35,426) Cash and equivalents, beginning of period.................................. 1,966 54,783 -------------- -------------- Cash and equivalents, end of period........................................ $ 1,086 $ 19,357 ============== ==============
See accompanying "Notes to consolidated financial statements." 12 Hawaiian Electric Company, Inc. and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2000 and 1999 (Unaudited) - -------------------------------------------------------------------------------- (1) Basis of presentation - -------------------------- The accompanying unaudited consolidated financial statements have been prepared in conformity with GAAP for interim financial information and with the instructions to SEC Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses for the period. Actual results could differ significantly from those estimates. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HECO's Annual Report on SEC Form 10-K for the year ended December 31, 1999. In the opinion of HECO's management, the accompanying unaudited consolidated financial statements contain all material adjustments required by GAAP to present fairly the financial position of HECO and its subsidiaries as of March 31, 2000 and December 31, 1999, and the results of their operations and cash flows for the three months ended March 31, 2000 and 1999. All such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q or other referenced material. Results of operations for interim periods are not necessarily indicative of results for the full year. Certain reclassifications have been made to prior periods' consolidated financial statements to conform to the 2000 presentation. (2) Retirement benefits - ------------------------ Change in method of calculating market-related value of retirement benefit plan assets Since 1993, HECO and its subsidiaries determined the market-related value of retirement benefit (pension and other postretirement benefits) plan assets by calculating the difference between the expected return and the actual return on the fair value of the plan assets, then amortizing the difference over future years -- 0% in the first year and 25% in years two to five, and finally subtracting the unamortized differences for the past four years from fair value. In the first quarter of 2000, the method of calculating the market-related value of the plan assets was changed to include a 15% range around the fair value of such assets (i.e., 85% to 115% of fair value). If the market-related value is outside the 15% range, then the amount outside the range will be recognized immediately in the calculation of annual net periodic benefit cost. If the market-related value remains within the 15% range, HECO and its subsidiaries will continue to amortize the difference over future years using the amortization method previously used. This change in accounting principle is preferable because it results in calculated asset values of the plans that more closely approximate fair value, while still mitigating the effect of annual fair value fluctuations. No range was used in prior years as the market-related value of the plan assets has been within the 15% range at each yearend from 1993 to 1998. Therefore, the cumulative effect of this change is nil. The effect of the change in accounting principle on the first quarter of 2000 was to increase net income approximately $1 million. Change in discount rate HECO and its subsidiaries changed the discount rate used to calculate the net periodic costs of pension and other postretirement benefits from 6.5% at December 31, 1998 to 7.75% at December 31, 1999 based on interest rates prevailing at the time. The effect of the change was to reduce the projected benefit obligation at December 31, 1999 by approximately $102 million and to increase net income by approximately $1 million for the first quarter of 2000. 13 (3) Cash flows - --------------- Supplemental disclosures of cash flow information Cash paid for interest (net of capitalized amounts) and income taxes was as follows:
Three months ended March 31, ----------------------------------------- (in thousands) 2000 1999 - -------------------------------------------------------------------------------------------------------------------- Interest................................................................... $2,572 $4,459 ============== ============== Income taxes............................................................... $9,546 $4,095 ============== ==============
Supplemental disclosure of noncash activities The allowance for equity funds used during construction, which was charged to construction in progress as part of the cost of electric utility plant, amounted to $1.3 million and $1.0 million for the three months ended March 31, 2000 and 1999, respectively. (4) Commitments and contingencies - ---------------------------------- HELCO power situation Background. In 1991, HELCO began planning for the expansion of its Keahole power - ---------- plant to meet increased electric generation demand forecasted for 1994. HELCO's plans were to install two 20 MW combustion turbines (CT-4 and CT-5), followed by an 18 MW heat steam recovery generator (ST-7), at which time these units would be converted to a 56 MW (net) dual-train combined-cycle (DTCC) unit. In January 1994, the Public Utilities Commission of the State of Hawaii (PUC) approved expenditures for CT-4, which HELCO had planned to install in late 1994. The timing of the installation of HELCO's phased DTCC unit at the Keahole power plant site has been revised on several occasions due to delays, described below, in (a) obtaining approval from the Hawaii Board of Land and Natural Resources (BLNR) of a Conservation District Use Permit (CDUP) amendment and (b) obtaining from the Department of Health of the State of Hawaii (DOH) and the U.S. Environmental Protection Agency (EPA) a Prevention of Significant Deterioration/Covered Source permit (PSD permit) for the Keahole power plant site. The delays are also attributable to lawsuits, claims and petitions filed by independent power producers (IPPs) and other parties challenging these permits and objecting to the expansion, alleging among other things that (1) operation of the expanded Keahole site would not comply with land use regulations (including noise standards) and HELCO's land patent; (2) HELCO cannot operate the plant within current air quality standards; and (3) HELCO could alternatively purchase power from IPPs to meet increased electric generation demand. CDUP amendment. On July 10, 1997, the Third Circuit Court of the State of Hawaii - --------------- issued its Amended Findings of Fact, Conclusions of Law, Decision and Order addressing HELCO's appeal of an order of the BLNR, along with other consolidated civil cases relating to HELCO's application for a CDUP amendment. Because the BLNR failed to take valid agency action or render a proper decision within the 180 day statutory deadline (as calculated by the Court), the Court ruled that HELCO was automatically entitled to put its land to the uses requested in its CDUP amendment application pursuant to the default provision of Section 183-41, Hawaii Revised Statutes (HRS). This decision allows HELCO to use its Keahole property as requested in its application. An amended order to the same effect was issued on August 18, 1997. Final judgments have been entered in all of the consolidated cases. Appeals with respect to the final judgments for certain of the cases have been filed with the Hawaii Supreme Court. Motions filed with the Third Circuit Court to stay the effectiveness of the judgments pending resolution of the appeals were denied in April and July 1998 (in response to a motion for reconsideration). In August 1998, the Hawaii Supreme Court denied nonhearing motions for stay of final judgment pending resolution of the appeals. Management believes that HELCO will ultimately prevail on appeal and that the final judgments of the Third Circuit Court will be upheld. 14 The final judgment with respect to HELCO's entitlement to automatically put its land to the uses requested in its CDUP amendment application (which is in part 1 of the final judgment, and is referred to as HELCO's "default entitlement") was entered February 11, 1998. The final judgment states that HELCO must comply with the conditions in its application (part 2 of the final judgment), and that the standard conditions in Section 13-2-21 of the Hawaii Administrative Rules (HAR), the rules of the Department of Land and Natural Resources (DLNR), do not apply to the extent the standard conditions are incompatible with HRS Section 183-41 (part 3 of the final judgment). On August 17, 1999, certain plaintiffs filed a joint motion to enforce parts 2 and 3 of the final judgment (relating to applicable conditions) and to stay part 1 of the final judgment (the default entitlement) until such time as the applicable conditions were identified and it was determined whether HELCO had or could meet the applicable conditions. At a September 23, 1999 hearing, the Third Circuit Court ruled that the BLNR must issue a written decision by November 30, 1999 on certain issues raised in the administrative petition filed by the Keahole Defense Coalition (KDC) in August 1998, including specific determinations of which conditions are not inconsistent with HELCO's ability to proceed under the default entitlement. At a BLNR meeting on October 22, 1999, the BLNR determined that all 15 standard land use conditions in HAR 13-2-21(a) applied to HELCO's default entitlement and that the conditions in HELCO's pre-existing CDUP and amendments continue to apply with respect to those existing permits. The BLNR specifically did not address at that time the question of HELCO's compliance with each of those conditions. The BLNR issued a written decision on November 19, 1999. Certain plaintiffs filed two motions in the Third Circuit Court attempting to implement their interpretation of the BLNR's ruling. On November 2, 1999, those plaintiffs filed a second joint motion to enforce part 2 and part 3 of the final judgment. In that motion, they alleged that the Keahole project cannot meet the conditions relating to compatibility with the surrounding area and improvement of the existing physical and environmental aspects of the subject area. Furthermore, they claimed that the project would be a prohibited use that cannot be placed in the conservation district, relying on zoning rules implemented by BLNR in 1994 in furtherance of Act 270, which prohibited fossil fuel fired generating units in the conservation district. However, the Third Circuit Court had earlier ruled that Act 270 does not apply to HELCO's application, which was filed prior to the effective date of Act 270. Plaintiffs asked that HELCO be enjoined from placing further structures and improvements on the Keahole site and be ordered to remove all existing structures and improvements. On November 5, 1999, the same plaintiffs filed a third joint motion to enforce judgment. In this motion, they asked that the Court void HELCO's default entitlement on the basis that HELCO forfeited its default entitlement by allegedly electing, through HELCO's construction of the pre-PSD portions of the project, to build a project different from that described in its application. They also requested that HELCO be enjoined from continuing construction activity at the site and ordered to restore the Keahole site to its pre-August 1992 condition. These motions were heard on December 13, 1999 and were denied by the Court. The Court also ruled that any complaints received by the BLNR or DLNR regarding the Keahole project were to be addressed in writing within 32 days of mailing of the complaint. An Order to this effect was issued on February 22, 2000. On April 13, 2000, KDC and an individual plaintiff filed a fourth motion to enforce the judgment, which substantially reiterates their second joint motion dated November 2, 1999 (see above) and a motion for sanctions against BLNR. In light of a BLNR hearing on April 14, 2000, KDC and the individual plaintiff have circulated a stipulation to withdraw these motions, and indicated that they would refile the fourth motion after the written order from the BLNR is issued. The stipulation has not yet been filed. For further developments regarding these issues, see "BLNR petitions." PSD permit. In 1997, the EPA approved a revised draft permit and the DOH issued - ---------- a final PSD permit for HELCO's DTCC unit. Nine appeals of the issuance of the permit were filed with the EPA's Environmental Appeals Board (EAB) in December 1997. On November 25, 1998, the EAB issued an Order Denying Review in Part and Remanding in Part. The EAB denied appeals of the permit that were based on challenges to (1) the DOH's use of a netting analysis (with respect to nitrogen oxide (NOx) emissions), (2) the DOH's determination of Best Available Control Technology (BACT) for control of sulfur dioxide emissions, and (3) certain aspects of the DOH's ambient air and source impact analysis. However, the EAB concluded that the DOH had not adequately responded to comments that had been made during 15 the public comment period that data relating to certain ambient air concentrations were outdated or were measured at unrepresentative locations. The EAB remanded the proceedings and directed the DOH to reopen the permit for the limited purpose of (1) providing an updated air quality impact report incorporating current data on sulfur dioxide and particulate matter ambient concentrations and (2) providing a sufficient explanation of why the carbon monoxide and ozone data used to support the permit are reasonably representative, or performing a new air quality analysis based on data shown to be representative of the air quality in the area to be affected by the project. The EAB directed the DOH to accept and respond to public comments on the DOH's decisions with respect to these issues and ruled that any further appeals of its decision would be limited to the issues addressed on remand. On March 3, 1999, the EAB issued an Order denying motions for reconsideration which had been filed by HELCO, KDC and Kawaihae Cogeneration Partners (KCP). HELCO, working closely with the DOH and EPA, planned its response to the EAB remand and, in January 1999, commenced collection of several months of additional data at a new site. As part of the remand process, the DOH held a public hearing on the draft permit on October 7, 1999, limited to the issues remanded by the EAB. After considering issues raised at the public hearing, the DOH changed its position and required HELCO to complete a full 12 months of data collection at the new site (which collection began in January 1999) and also required that two months of data be collected at a more representative elevation to corroborate the data collected at the new site. This data collection was completed at the end of April 2000 and provided excellent corroboration of the data collected at the new site. As a result of these actions, there have been further delays in HELCO's construction of CT-4 and CT-5. Although the actual length of the delays is uncertain, management believes CT-4 and CT-5 will be in service in early 2002. HELCO continues to work with the DOH and EPA with the objective of having the final permit reissued by the end of 2000 and of reaching a final resolution of any appeals to the EAB as expeditiously as possible thereafter. HELCO believes that the PSD permit will eventually be obtained. Since there are no stays on the project, installation of CT-4 and CT-5 is expected to begin when the PSD permit is obtained and any EAB appeals from its issuance are resolved. KDC declaratory judgment action. In February 1997, KDC and three individuals - ------------------------------- (Plaintiffs) filed a lawsuit in the Third Circuit Court of the State of Hawaii against HELCO, the director of the DOH, and the BLNR, seeking declaratory rulings with regard to five counts alleging that, with regard to the Keahole project, one or more of the defendants had violated, or could not allow the plant to operate without violating, the State Clean Air Act, the State Noise Pollution Act, conditions of HELCO's conditional use permit, covenants of HELCO's land patent and Hawaii administrative rules regarding standard conditions applicable to land permits. The Complaint was amended in March 1998 to add a sixth count, claiming that an amendment to a provision of the land patent (relating to the conditions under which the State could repurchase the land) is void and that the original provision should be reinstated. On April 12, 1999, the Court ruled that, because there were no remaining issues of fact in the case, a May 1999 trial date was vacated, no further discovery was authorized, and proceedings before the Court were suspended pending any further administrative action by the DOH and BLNR. The Court's rulings to date on the six counts in the KDC complaint are as follows: 1. Count I (State Clean Air Act): At a hearing on April 5, 1999, the Court ruled that the DOH was within its discretionary authority in granting HELCO's requests for additional extensions of time to file its Title V air permit applications. 2. Count II (State Noise Pollution Act): At a hearing relating to Count II on February 16, 1999, the DOH notified the Court and the parties of a change in its interpretation of the noise rules promulgated under the State Noise Pollution Act. The change in interpretation would apply to the Keahole plant the noise standard applicable to the emitter property (which the DOH claims to be a 55 dBA daytime and 45 dBA nighttime standard) rather than the previously-applied noise standard of the receptor properties in the surrounding agricultural park (a 70 dBA standard). 16 In response to the new position announced by the DOH, on February 23, 1999 HELCO filed a declaratory judgment action against the DOH, alleging that the noise rules were invalid on constitutional grounds. At a hearing on March 31, 1999, the Court granted KDC's motion to dismiss HELCO's complaint and Plaintiffs' motion for reconsideration on Count II and ruled that the applicable noise standard was 55 dBA daytime and 45 dBA nighttime. The Court specifically reserved ruling on HELCO's claims or potential claims based on estoppel and on the constitutionality of the noise rules "as applied" to HELCO's Keahole plant. On March 31, 1999, the Third Circuit Court also granted in part and denied in part HELCO's motion for leave to file a cross-claim and a third-party complaint, stating that HELCO may file such motions on the "as applied" and "estoppel" claims once the DOH actually applies the 55/45 dBA noise standard to the Keahole plant. On May 12, 1999, the Order dismissing HELCO's declaratory judgment complaint was issued and final judgment was entered. The DOH objected to the entry of final judgment before all issues in the lawsuit were resolved, but an Order denying that motion was issued on July 26, 1999. HELCO filed a notice of appeal on August 25, 1999 and KDC filed a notice of cross-appeal on September 3, 1999. Opening briefs were filed with the Hawaii Supreme Court in January 2000, answering briefs were filed in February and March 2000 and reply briefs were filed in March and April 2000. Briefing is now complete. The DOH has not issued any formal enforcement action applying the 55/45 dBA standard to the Keahole plant. Meanwhile, HELCO has installed noise mitigation measures on the existing diesel units at Keahole, has applied to the DLNR for administrative approval to install an additional silencer on CT-2 and is exploring possible noise mitigation measures, which can be implemented if necessary, for CT-4 and CT-5. 3. Count III (violation of CDUP): At a hearing on April 12, 1999, the Court granted HELCO's motion for summary judgment and suspended proceedings on this Count pending referral of this matter to the BLNR. (Should the DOH find HELCO in violation of the noise rules (see Count II), the BLNR would be called to act on the impact of such violation, if any, on the CDUP.) 4. Count IV (violations of HELCO's land patent): At a hearing on April 12, 1999, the Court granted HELCO's motion for summary judgment and suspended proceedings on this Count pending referral of this matter to the BLNR. (Should the DOH find HELCO in violation of the noise rules (see Count II), the BLNR would be called to act on the impact of such violation, if any, on the land patent.) 5. Count V (HELCO's ability to comply with land use regulations): At a hearing on April 12, 1999, the Court granted HELCO's motion for summary judgment and suspended proceedings on this Count pending referral of this matter to the BLNR for resolution of the administrative proceeding which had been pending before it. (See "BLNR petitions" herein.) 6. Count VI (amendment of HELCO's land patent): At the March 31, 1999 hearing, the Court granted Plaintiffs' motion for summary judgment, finding that a 1984 amendment to HELCO's land patent was invalid because the BLNR had failed to comply with the statutory procedure relating to amendments. The amendment was intended to correct an error in the original land patent with regard to the repurchase clause in the patent and to conform the language to the applicable statute, under which the State would have the right to repurchase the site (as opposed to an automatic reversion) if it were no longer used for utility purposes. This matter was heard by the BLNR at its hearing on February 25, 2000. (See "BLNR petitions" herein.) If and when the DOH and BLNR/DLNR act on all issues relating to Counts II through VI, and depending upon their rulings, the KDC lawsuit may be moot. Orders were entered on April 16, 1999 with regard to Count I, May 18, 1999 with regard to Count VI, and June 3, 1999 with regard to Counts II through V. On April 30, 1999, KDC filed a motion to determine prevailing party and to tax attorney fees and costs and a motion for discovery sanctions. After hearing, the Court ruled that Plaintiffs 17 were the prevailing party as to Counts II and V and were entitled to fees and costs with regard to those counts, denied Plaintiffs' motion for fees as the prevailing party with regard to Count VI, denied HELCO's motion for fees as the prevailing party with regard to Count I and granted Plaintiffs' request for discovery sanctions against HELCO for late supplementation of responses to discovery requests. HELCO filed motions to alter or amend the orders regarding attorneys' fees and costs, and orders granting those motions were issued on September 22, 1999. HELCO appealed the amended orders to the Hawaii Supreme Court, which dismissed the appeal on January 20, 2000, on the grounds that the appeal was premature. HELCO intends to continue to vigorously defend against the claims raised in this case and in related administrative actions. BLNR petitions. On August 5, 1998, KDC filed with the BLNR a Petition for - --------------- Declaratory Ruling under HRS Section 91-8. The petition alleged that the standard conditions in HAR Section 13-2-21 apply to HELCO's default entitlement to use its Keahole site, that the letter issued to HELCO by the DLNR in January 1998 was erroneous because it failed to incorporate all conditions applicable to the existing permits, and that the DOH issued three separate Notices of Violation (NOVs) to HELCO in 1992 and 1998 for violation of clean air rules, which NOVs are alleged to constitute violations under the existing permits and render such permits null and void. The petition requested that the BLNR commence a contested case on the petition; that the BLNR determine that HELCO has violated the terms of its existing conditional use permits, causing such permits to be null and void; and that the BLNR determine that HELCO has violated the conditions applicable to its default entitlement, such that HELCO should be enjoined from using the Keahole property under such default entitlement. Pursuant to a ruling from the Third Circuit Court that the BLNR decide certain issues raised in this petition by November 30, 1999 (see "CDUP amendment" herein), these issues were discussed at an October 22, 1999 BLNR meeting. The BLNR determined that none of the standard land use conditions were inconsistent with HELCO's ability to proceed under its default entitlement and, therefore, each of the standard land use conditions applied to the expansion. BLNR did not, at that time, determine whether HELCO has complied with the applicable conditions. The BLNR also determined that specific conditions imposed by the BLNR on HELCO's original CDUP and amendments thereto continue to apply to the existing plant but not to the expansion under the default entitlement. On February 7, 2000, KDC and an individual plaintiff filed with BLNR a Request to Nullify "Default Entitlement." In the request, it is alleged that HELCO's default entitlement is void because HELCO cannot satisfy all conditions and laws, that HELCO forfeited its default entitlement because it redesigned certain facilities it has already constructed to support existing CT-2 rather than CT-4 and CT-5, and that the BLNR should exercise its right to repurchase clause in HELCO's land patent. At its hearing on February 25, 2000, the BLNR denied KDC's request. The BLNR stated that it has the power to consider whether conditions have been met and to enforce those conditions if they are not met, but not to enforce conditions in a way which violates either HRS Section 183-41 or the order of the Third Circuit Court which recognized HELCO's ability to proceed with the Keahole project under a default entitlement. Subsequent to the hearing, an issue was raised administratively as to whether the BLNR should impose condition 15, which would impose a completion deadline on the project of three years following "approval." The issue was included on the agenda for the April 14, 2000 BLNR hearing. However, during the hearing the BLNR passed a motion to remove the item from the agenda. As to the third claim, the BLNR authorized the issuance of a land patent with a corrected repurchase provision at its hearing on February 25, 2000, after which time the repurchase issue should become moot since HELCO continues to use the land for public utility purposes. (See "KDC declaratory judgment action," relating to Count VI.) A written decision on the February 25, 2000 rulings is pending. IPP complaints filed with the PUC. Three IPPs-KCP, Enserch Development - --------------------------------- Corporation (Enserch) and Hilo Coast Power Company (HCPC)-filed separate complaints against HELCO with the PUC in 1993, 1994, and 1997, respectively, alleging that they are entitled to PPAs to provide HELCO with additional capacity. KCP and Enserch each claimed that they would be a substitute for HELCO's planned 56 MW (net) DTCC unit at Keahole. Two of the complaints have been resolved, as described below. 18 In September 1995, the PUC allowed HELCO to continue to pursue construction of and commit expenditures for the second combustion turbine (CT-5) and the steam recovery generator (ST-7) for its planned DTCC unit, but stated in its order that "no part of the project may be included in HELCO's rate base unless and until the project is in fact installed, and is used and useful for utility purposes." The PUC also ordered HELCO to continue negotiating with the IPPs and held that the facility to be built (i.e., either HELCO's or one of the IPP's) should be the one that can be most expeditiously put into service at "allowable cost." The current status of these IPPs' PUC complaints is as follows: Enserch complaint. On January 16, 1998, HELCO filed with the PUC an ----------------- application for approval of a PPA for a 60 MW (net) facility and an interconnection agreement with Encogen Hawaii, L.P. (Encogen), an Enserch affiliate, both dated October 22, 1997. The PUC issued a decision and order approving the agreements on July 14, 1999. The decision was amended at HELCO's request on July 21, 1999 and became final and nonappealable on August 23, 1999. Enserch sold its interest in the partnership, now called Hamakua Energy Partners L.P. (Hamakua Partners) in November 1999. According to Hamakua Partners, its first phase of 22 MW is expected to be in-service by August 2000 and the remainder of its 60 MW facility is expected to be in-service by December 2000. This PPA was necessary to ensure reliable service to customers on the island of Hawaii and, in the opinion of management, does not supplant the need for CT-4 and CT-5. KCP complaint. In January 1996, the PUC ordered HELCO to continue in good ------------- faith to negotiate a PPA with KCP. In May 1997, KCP filed a motion for unspecified "sanctions" against HELCO for allegedly failing to negotiate in good faith. In June 1997, KCP filed a motion asking the PUC to designate KCP's facility as the next generating unit on the HELCO system and to determine the "allowable cost" which would be payable by HELCO to KCP. HELCO filed memoranda in opposition to KCP's motions. The PUC held an evidentiary hearing in August 1997. KCP filed two other motions, which HELCO opposed, to supplement the record. The PUC issued an Order in June 1998 which denied all of KCP's pending motions; provided rulings and/or guidance on certain avoided cost and contract issues; directed HELCO to prepare an updated avoided cost calculation that includes the Encogen agreement; and directed HELCO and KCP to resume contract negotiations. HELCO filed a motion for partial reconsideration with respect to one avoided cost issue. The PUC granted HELCO's motion and modified its order in July 1998. HELCO resumed negotiations with KCP in 1998 in compliance with the Order, but no agreement has been reached. On November 20, 1998, KCP filed a motion asking the PUC to appoint a hearings officer to make a recommendation to the PUC regarding the terms and conditions of a PPA and the calculation of avoided cost. HELCO filed a memorandum in opposition to KCP's motion on December 2, 1998. On July 9, 1999, KCP filed an additional motion, asking the PUC to reopen its complaint docket and to enforce the Public Utility Regulatory Policies Act of 1978 by calculating the utility's avoided cost. HELCO filed a memorandum in opposition to KCP's motion on July 16, 1999, KCP filed a reply on July 22, 1999 and the Consumer Advocate filed a SOP on August 2, 1999. No decision has been issued on KCP's two most recent motions. On October 29, 1999, the Third Circuit Court ruled that the lease between Waimana and the Department of Hawaiian Home Lands for the site on which KCP's plant was proposed to be built was invalid. In addition, KCP's air permit is under scrutiny by the DOH, as it may have expired on January 31, 2000. In light of these and other issues, management believes that KCP's proposal is not viable and, therefore, should not impact installation of CT-4 and CT-5. HCPC complaint. In December 1999, the PUC approved an amended and restated -------------- PPA between HELCO and HCPC. The term of the agreement, which is for the continuing provision of 22 MW, is for five years (through December 31, 2004) and may continue beyond that time unless either party provides notice of termination to the other party by May 30 in the year of termination. HELCO has the right to terminate the contract as of the end of 2002, 2003 or 2004 for an early termination amount of $0.5 million for each of the remaining years in the five-year term. Like the PPA with Hamakua Partners, this restated and amended PPA with HCPC was necessary to ensure reliable service to customers. However, because the short term 19 of the PPA was intended to ensure reliability until the Keahole project was constructed, in the opinion of management, it does not supplant the need for CT-4 and CT-5. Apollo Energy Corporation (Apollo), which has an existing contract to provide HELCO with as-available windpower through June 30, 2002, filed a petition for hearing with the PUC on April 28, 2000, alleging that it has unsuccessfully attempted for over 75 days to negotiate a new power purchase agreement with HELCO. Apollo is offering to repower its existing 7 MW facility by the end of 2000 and to install additional wind turbines, up to a total of 15 MW, by the end of 2001. Because Apollo is an as-available energy provider, this matter would not affect the need for the Keahole project. Pre-PSD work and notices of violation. The costs for the CT-4 project (and, to a - ------------------------------------- lesser extent, the CT-5 project) include the costs of certain facilities that benefit the existing Keahole power plant, but were originally scheduled to be installed at the same time as the new generating units. HELCO proceeded with the construction of the facilities that could be constructed prior to receipt of the PSD permits for CT-4 and CT-5 (pre-PSD facilities) after receipt of the CDUP amendment (as a result of the Third Circuit Court orders). (See "CDUP amendment" herein.) Pre-PSD facilities. The pre-PSD facilities include a ------------------ shop/warehouse/administration building (completed in 1998), fire protection system upgrades (completed in September 1999), and a new water treatment system (completed in December 1999, which supplies the demineralized water needs of the existing CT at Keahole). EPA NOV. In September 1998, the EPA issued an NOV to HELCO stating that ------- HELCO violated the Hawaii State Implementation Plan by commencing construction activities at the Keahole generating station without first obtaining a final air permit. By law, 30 days after the NOV, the EPA may issue an order requiring compliance with applicable laws, assessing penalties and/or commencing a civil action seeking an injunction; however, no order has yet been issued. In 1999, HELCO put the EPA on notice that certain construction activities not affected by the NOV would continue, and received approval to proceed with certain construction activities. However, HELCO has halted work on other construction activities at Keahole until further notice is provided or approval is obtained from the EPA, or until the final air permit is received. Contingency planning. In June 1995, HELCO filed with the PUC its generation - --------------------- resource contingency plan detailing alternatives and mitigation measures to address the delays that have occurred in adding new generation. Actions under the plan (such as deferring the retirements of older, smaller units) have helped HELCO maintain its reserve margin and reduce the risk of near-term capacity shortages. In January 1996, the PUC opened a proceeding to evaluate HELCO's contingency resource plan and HELCO's efforts to insure system reliability. HELCO has filed reports with the PUC from time to time updating the contingency plan and the status of implementing the plan. The last update was filed on March 31, 2000. The first increment of new generation to be available to HELCO is now expected to be added by August 2000 (Hamakua Partners' 22 MW CT). Despite delays in adding new generation, HELCO's mitigation measures (including the extension of power purchases from HCPC) should provide HELCO with sufficient generation reserve margin to cover its projected monthly system peaks with units on scheduled maintenance until additional new generation is added in late 2000 (the remaining 38 MW of Hamakua Partners' 60 MW DTCC unit) and in early 2002 (CT-4 and CT-5), and should provide HELCO with sufficient reserve margin in the event of further delays in adding new generation. As new generation is added, HELCO will retire its older, smaller generating units. Costs incurred. If it becomes probable that CT-4 and/or CT-5 will not be - -------------- installed, HELCO may be required to write-off a material portion of the costs incurred in its efforts to put these units into service. As of March 31, 2000, HELCO's costs incurred in its efforts to put CT-4 and CT-5 into service and to support existing units amounted to approximately $80.4 million, including $32.4 million for equipment and material purchases, $26.4 million for planning, engineering, permitting, site development and other costs and $21.6 million for an allowance for funds used during construction (AFUDC). As of March 31, 2000, approximately $24.1 million of the $80.4 million was transferred from construction in progress to plant-in-service as such costs represent completed pre-PSD facilities which relate to the existing units in service as well as to CT-4 and CT-5. 20 Although management believes it has acted prudently with respect to the Keahole project, effective December 1, 1998, HELCO decided to discontinue the accrual of AFUDC on CT-4 and CT-5 (which would have been approximately $0.5 million after tax per month). The length of the delays to date and potential further delays were factors considered by management in its decision to discontinue the accrual of AFUDC. HELCO has also deferred plans for ST-7 to approximately 2006 or 2007, unless the Hamakua Partners facility is not placed in service as planned. Since ST-7 is not needed in the near future, no costs for ST-7 are included in construction in progress. Management believes that the issues surrounding the amendment to the land use permit, the air permit, the IPP complaints and related matters will be satisfactorily resolved and will not prevent HELCO from ultimately constructing CT-4 and CT-5. The recovery of costs relating to CT-4 and CT-5 are subject to the rate-making process governed by the PUC. Management believes no adjustment to costs incurred to put CT-4 and CT-5 into service is required as of March 31, 2000. Competition proceeding On December 30, 1996, the PUC instituted a proceeding to identify and examine the issues surrounding electric competition and to determine the impact of competition on the electric utility infrastructure in Hawaii. After a collaborative process involving the 19 parties to the proceeding, final statements of position were prepared by several of the parties and submitted to the PUC in October 1998. HECO's position is that retail competition is not feasible in Hawaii, but that some of the benefits of competition can be achieved through competitive bidding for new generation, performance-based rate-making (PBR) and innovative pricing provisions. The other parties to the proceeding advanced numerous other proposals in their statements of position. The PUC submitted a status report on its investigation to the Legislature, at its request. In the report, the PUC stated that competitive bidding for new power supplies (i.e., wholesale generation competition) is a logical first step to encourage competition in the state's electric industry and that it plans to proceed with an examination of the feasibility of competitive bidding. The PUC also plans to review specific policies to encourage renewable energy resources in the power generation mix. The report states that "further steps" by the PUC "will involve the development of specific policies to encourage wholesale competition and the continuing examination of other areas suitable for the development of competition." Some of the parties may seek state legislative action on their proposals. HECO cannot predict what the ultimate outcome of the proceeding will be or which (if any) of the proposals advanced in the proceeding will be implemented. In December 1999, HECO, HELCO and MECO filed an application with the PUC seeking permission to implement PBR in future rate cases. The proposed PBR would allow adjustments in the electric utilities' rates (for up to five years after a rate case) based on an index-based price cap, an earnings sharing mechanism and a service quality mechanism. In March 2000, the PUC approved HELCO's standard form contract for customer retention that allows HELCO to provide a rate option for customers who would otherwise reduce their energy use from HELCO's system by using energy from a nonutility generator. The standard form contract provides a 10% discount on base energy rates for "Large Power" and "General Service Demand" customers. HECO was authorized by the PUC in May 1999 to offer a similar standard form contract. Environmental regulation In early 1995, the DOH initially advised HECO, Hawaiian Tug & Barge Corp. (HTB), Young Brothers, Limited (YB) and others that it was conducting an investigation to determine the nature and extent of actual or potential releases of hazardous substances, oil, pollutants or contaminants at or near Honolulu Harbor. The DOH issued letters in December 1995, indicating that it had identified a number of parties, including HECO, HTB and YB, who appear to be potentially responsible for the contamination and/or operate their facilities upon contaminated land. The DOH met with these identified parties in January 1996 and certain of the identified parties (including HECO, Chevron Products Company, the State of Hawaii Department of Transportation Harbors Division and others) formed a 21 Honolulu Harbor Working Group. Effective January 30, 1998, the Working Group and the DOH entered into a voluntary agreement and scope of work to determine the nature and extent of any contamination, the responsible parties and appropriate remedial actions. In 1999, the Working Group submitted reports to the DOH presenting environmental conditions and recommendations for additional data gathering to allow for an assessment of the need for risk-based corrective action. The Working Group also engaged a consultant who identified 27 additional potentially responsible parties, including YB. Under the terms of the agreement for the sale of YB, HEI and The Old Oahu Tug Service, Inc. (TOOTS, formerly HTB) have certain indemnity obligations, including obligations with respect to the Honolulu Harbor investigation. TOOTS has joined the Working Group. Because the process for determining appropriate remedial and cleanup action, if any, is at an early stage, management cannot predict at this time the costs of further site analysis or future remediation and cleanup requirements, nor can it estimate when such costs would be incurred. Certain of the costs incurred may be claimed and covered under insurance policies, but such coverage is not determinable at this time. (5) HECO-obligated mandatorily redeemable preferred securities of trust - ------------------------------------------------------------------------ subsidiaries holding solely HECO and HECO-guaranteed subordinated debentures ---------------------------------------------------------------------------- In March 1997, HECO Capital Trust I (Trust I), a grantor trust and a wholly owned subsidiary of HECO, sold (i) in a public offering, 2 million of its HECO- Obligated 8.05% Cumulative Quarterly Income Preferred Securities, Series 1997 (1997 trust preferred securities) with an aggregate liquidation preference of $50 million and (ii) to HECO, common securities with a liquidation preference of approximately $1.55 million. Proceeds from the sale of the 1997 trust preferred securities and the common securities were used by Trust I to purchase 8.05% Junior Subordinated Deferrable Interest Debentures, Series 1997 (1997 junior deferrable debentures) issued by HECO in the principal amount of $31.55 million and issued by each of MECO and HELCO in the respective principal amounts of $10 million. The 1997 junior deferrable debentures, which bear interest at 8.05% and mature on March 27, 2027, together with the subsidiary guarantees (pursuant to which the obligations of MECO and HELCO under their respective debentures are fully and unconditionally guaranteed by HECO), are the sole assets of Trust I. The 1997 trust preferred securities must be redeemed at the maturity of the underlying debt on March 27, 2027, which maturity may be shortened to a date no earlier than March 27, 2002 or extended to a date no later than March 27, 2046, and are not redeemable at the option of the holders, but may be redeemed by Trust I, in whole or in part, from time to time, on or after March 27, 2002 or upon the occurrence of certain events. In December 1998, HECO Capital Trust II (Trust II), a grantor trust and a wholly owned subsidiary of HECO, sold (i) in a public offering, 2 million of its HECO- Obligated 7.30% Cumulative Quarterly Income Preferred Securities, Series 1998 (1998 trust preferred securities) with an aggregate liquidation preference of $50 million and (ii) to HECO, common securities with a liquidation preference of approximately $1.55 million. Proceeds from the sale of the 1998 trust preferred securities and the common securities were used by Trust II to purchase 7.30% Junior Subordinated Deferrable Interest Debentures, Series 1998 (1998 junior deferrable debentures) issued by HECO in the principal amount of $31.55 million and issued by each of MECO and HELCO in the respective principal amounts of $10 million. The 1998 junior deferrable debentures, which bear interest at 7.30% and mature on December 15, 2028, together with the subsidiary guarantees (pursuant to which the obligations of MECO and HELCO under their respective debentures are fully and unconditionally guaranteed by HECO), are the sole assets of Trust II. The 1998 trust preferred securities must be redeemed at the maturity of the underlying debt on December 15, 2028, which maturity may be shortened to a date no earlier than December 15, 2003 or extended to a date no later than December 15, 2047, and are not redeemable at the option of the holders, but may be redeemed by Trust II, in whole or in part, from time to time, on or after December 15, 2003 or upon the occurrence of certain events. All of the proceeds from the sale were invested by Trust II in the underlying debt securities of HECO, HELCO and MECO, who used such proceeds from the sale of the 1998 junior deferrable debentures primarily to effect the redemption of certain series of their preferred stock having a total par value of $47 million. 22 The 1997 and 1998 junior deferrable debentures and the common securities of the Trusts have been eliminated in HECO's consolidated balance sheets as of March 31, 2000 and December 31, 1999. The 1997 and 1998 junior deferrable debentures are redeemable only (i) at the option of HECO, MECO and HELCO, respectively, in whole or in part, on or after March 27, 2002 (1997 junior deferrable debentures) and December 15, 2003 (1998 junior deferrable debentures) or (ii) at the option of HECO, in whole, upon the occurrence of a "Special Event" (relating to certain changes in laws or regulations). (6) Recent accounting pronouncements - ------------------------------------ Derivative instruments and hedging activities In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments and hedging activities and requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The provisions of SFAS No. 133 were amended by SFAS No. 137 to be effective for all fiscal quarters of fiscal years beginning after June 15, 2000. HECO and its subsidiaries will adopt SFAS No. 133, as amended, on January 1, 2001, but management has not yet determined the impact, if any, of adoption. (7) Summarized financial information - ------------------------------------- Summarized financial information for HECO's subsidiaries, HELCO and MECO, is as follows:
Balance sheet data HELCO MECO ------------------------------------- ----------------------------------- March 31, December 31, March 31, December 31, (in thousands) 2000 1999 2000 1999 - ---------------------------------------------------------------------------------------------------------------------------- Current assets................................ $ 29,695 $ 30,260 $ 43,951 $ 41,700 Noncurrent assets............................. 423,739 425,552 387,200 387,380 ------------ --------------- ------------ --------------- $453,434 $455,812 $431,151 $429,080 ============ =============== ============ =============== Common stock equity........................... $161,194 $159,719 $165,626 $163,835 Cumulative preferred stock-not subject to mandatory redemption................... 7,000 7,000 5,000 5,000 Current liabilities........................... 47,901 52,230 30,681 30,296 Noncurrent liabilities........................ 237,339 236,863 229,844 229,949 ------------ --------------- ------------ --------------- $453,434 $455,812 $431,151 $429,080 ============ =============== ============ ===============
Income statement data HELCO MECO ------------------------------------------ ------------------------------ Three months ended Three months ended March 31, March 31, ------------------------------------------ ----------------------------- (in thousands) 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------ Operating revenues............................ $44,211 $36,900 $43,861 $35,681 Operating income.............................. 6,540 5,445 7,540 5,020 Net income for common stock................... 3,901 2,923 5,368 2,407
HECO has not provided separate financial statements and other disclosures concerning HELCO and MECO because management has concluded that such financial statements and other information are not material to holders of the 1997 and 1998 junior deferrable debentures issued by HELCO and MECO which have been fully and unconditionally guaranteed by HECO. 23 (8) Reconciliation of electric utility operating income per HEI and HECO - ------------------------------------------------------------------------- consolidated statements of income - ---------------------------------
Three months ended March 31, -------------------------------------------- (in thousands) 2000 1999 - ------------------------------------------------------------------------------------------------------------------- Operating income from regulated and nonregulated activities before income taxes (per HEI consolidated statements of income).............. $ 51,630 $ 40,901 Deduct: Income taxes on regulated activities.................................. (15,193) (10,668) Revenues from nonregulated activities................................. (984) (1,166) Add: Expenses from nonregulated activities................................. 425 143 -------------- --------------- Operating income from regulated activities after income taxes (per HECO consolidated statements of income)............................... $ 35,878 $ 29,210 ============== ===============
24 Item 2. Management's discussion and analysis of financial condition and results - -------------------------------------------------------------------------------- of operations - ------------- The following discussion should be read in conjunction with the consolidated financial statements of HEI and HECO and accompanying notes. RESULTS OF OPERATIONS HEI Consolidated - ----------------
Three months ended March 31, (in thousands, except per --------------------------- % Primary reason(s) for share amounts) 2000 1999 change significant change* - ----------------------------------------------------------------------------------------------------------------------- Revenues........................ $401,875 $352,247 14 Increases for the electric utility, savings bank and international power segments, partly offset by a decrease for the "other" segment Operating income................ 68,202 54,032 26 Increases for the electric utility and savings bank segments, partly offset by a decrease for the "other" segment Net income...................... 28,976 20,754 40 Higher operating income, partly offset by higher interest expense due to higher average borrowings due to an HEIPC acquisition in March 2000 Basic earnings per common share............. $ 0.90 $ 0.65 38 See explanation for net income Weighted-average number of common shares outstanding...... 32,266 32,153 - Issuances under the Dividend Reinvestment and Stock Purchase Plan and other plans
* Also see segment discussions which follow. 25 Following is a general discussion of the results of operations by business segment. Electric utility - ----------------
Three months ended March 31, (in thousands, except per -------------------------------- % barrel amounts) 2000 1999 change Primary reason(s) for significant change - -------------------------------------------------------------------------------------------------------------------------------- Revenues................... $289,405 $237,791 22 Higher fuel oil and purchased energy prices, the effects of which are passed on to customers ($42 million), 3.2% higher KWH sales ($5 million) and the recovery of demand-side management costs Expenses Fuel oil.................. 75,155 44,878 67 Higher fuel oil prices, partly offset by fewer KWHs generated Purchased power........... 70,226 59,980 17 Higher fuel prices and more KWHs purchased Other..................... 92,394 92,032 - Higher taxes, other than income taxes, and depreciation expense, partly offset by lower other operation and maintenance expenses (including lower retirement benefits expenses) Operating income........... 51,630 40,901 26 Higher KWH sales and lower other operation and maintenance expenses, partly offset by higher depreciation expense Net income................ 23,725 17,081 39 Higher operating income, partially offset by higher income taxes Kilowatthour sales 2,203 2,135 3 (millions)................ Fuel oil price per barrel.. $29.14 $16.94 72
Kilowatthour (KWH) sales in the first quarter of 2000 increased 3.2% from the same quarter in 1999, partly due to an increase in the number of customers, an additional day in the quarter (February 29, 2000), and a slight improvement in Hawaii's economy. Electric utility operating income increased 26% from first quarter 1999, primarily due to the higher KWH sales and 12% lower other operation and maintenance expenses ($5 million). Other operation expenses were lower primarily due to a decrease of approximately $6 million in pension and other postretirement benefits expenses partly due to an increase in the discount rate (from 6.50% at December 31, 1998 to 7.75% at December 31, 1999) and a change in the method of determining market-related value of retirement benefit plan assets (see note (2) in HECO's "Notes to consolidated financial statements"). Maintenance expense was lower due to more overhaul work in the first quarter of 1999 than in the first quarter of 2000. 26 Competition The electric utility industry is becoming increasingly competitive. Independent power producers (IPPs) are well established in Hawaii and continue to actively pursue new projects. Customer self-generation, with or without cogeneration, has made inroads in Hawaii and is a continuing competitive factor. Competition in the generation sector in Hawaii is moderated, however, by the scarcity of generation sites, various permitting processes and lack of interconnections to other electric utilities. HECO has been able to compete successfully by offering customers economic alternatives that, among other things, employ energy efficient electrotechnologies such as the heat pump water heater. Legislation has been introduced in Congress that would restructure the electric utility industry with a view toward increasing competition by, for example, allowing customers to choose their generation supplier. Some of the bills would exempt Alaska and Hawaii. Also, the Department of Energy's proposed "Comprehensive Electricity Competition Act", submitted to Congress in June 1998, includes a provision that would permit states to "opt out" of the proposed retail competition deadline of not later than January 1, 2003. On December 30, 1996, the PUC instituted a proceeding to identify and examine the issues surrounding electric competition and to determine the impact of competition on the electric utility infrastructure in Hawaii. In their statement of position (SOP), HECO and its subsidiaries proposed to achieve some of the benefits of competition through proposals for (1) competitive bidding for new generation, (2) performance-based rate-making (which would include an index- based price cap, an earnings sharing mechanism and a benchmark incentive plan) and (3) innovative pricing provisions (including rate restructuring, expanded time-of-use rates, customer migration rates such as standby charges, flexible pricing to encourage economic development and to compete with customer generation options, new service options and two-part rates incorporating real- time pricing). HECO suggests in its SOP that these proposals be implemented through PUC approval of applications submitted in a series of separate proceedings to be initiated by HECO in 1999 and 2000. See note (4) in HECO's "Notes to consolidated financial statements." PUC regulation of electric utility rates The PUC has broad discretion in its regulation of the rates charged by HEI's electric utility subsidiaries and in other matters. Any adverse decision and order (D&O) by the PUC concerning the level or method of determining electric utility rates, the authorized returns on equity or other matters, or any prolonged delay in rendering a D&O in a rate or other proceeding, could have a material adverse effect on the Company's financial condition and results of operations. Upon a showing of probable entitlement, the PUC is required to issue an interim D&O in a rate case within 10 months from the date of filing a completed application if the evidentiary hearing is completed (subject to extension for 30 days if the evidentiary hearing is not completed). There is no time limit for rendering a final D&O. Interim rate increases are subject to refund with interest, pending the final outcome of the case. Management cannot predict with certainty when D&Os in pending or future rate cases will be rendered or the amount of any interim or final rate increase that may be granted. Recent rate requests HEI's electric utility subsidiaries initiate PUC proceedings from time to time to request electric rate increases to cover rising operating costs, the cost of purchased power and the cost of plant and equipment, including the cost of new capital projects to maintain and improve service reliability. As of May 3, 2000, the return on average common equity (ROACE) found by the PUC to be reasonable in the most recent final rate decision for each utility was 11.4% for HECO (D&O issued on December 11, 1995 and based on a 1995 test year), 11.65% for HELCO (D&O issued on April 2, 1997 and based on a 1996 test year) and 10.94% for MECO (D&O issued on April 6, 1999 and based on a 1999 test year). 27 Hawaii Electric Light Company, Inc. - ----------------------------------- . In October 1999, HELCO filed a request to increase rates by 9.6%, or $15.5 million in annual revenues, based on a 2000 test year, primarily to recover (1) costs relating to the agreement to buy power from the 60 MW plant of Hamakua Energy Partners, L.P., and (2) depreciation of and a return on additional investments in plant and equipment since the last rate case, including pre-PSD facilities placed in service at the Keahole power plant (see "HELCO power situation--Pre-PSD work and notices of violation" in note (4) of HECO's "Notes to consolidated financial statements"). In its application, HELCO presented evidence to justify an ROACE of 13.5% for the 2000 test year. The Consumer Advocate filed its testimony on May 8, 2000 and HELCO's rebuttal testimony is due on June 19, 2000. Hearings are scheduled to begin on August 15, 2000. . The timing of a future HELCO rate increase request, if any, to recover costs relating to adding CT-4 and CT-5 will depend on future circumstances. See "HELCO power situation" in note (4) of HECO's "Notes to consolidated financial statements." Maui Electric Company, Limited - ------------------------------ . In January 1998, MECO filed a request with the PUC to increase rates, primarily to recover the costs related to the addition of generating unit M17 in late 1998. In November 1998, MECO revised its requested increase to 11.9%, or $16.4 million in annual revenues, based on a 12.75% ROACE. In December 1998, MECO received an interim D&O from the PUC, effective January 1, 1999, authorizing an 8.5%, or $11.7 million, increase in annual revenues (subject to refund with interest, pending the final outcome of the case), based on a ROACE of 11.12%, which was the ROACE authorized in MECO's prior rate case. In April 1999, MECO received an amended final D&O from the PUC which authorized an 8.2%, or $11.3 million, increase in annual revenues, based on a 1999 test year and a 10.94% ROACE. The amended final D&O required a refund of approximately $0.1 million to customers because MECO had previously received (under the interim D&O) an increase in excess of the amount that was finally approved. . In March 1999, the PUC issued a D&O denying MECO's request to include $0.8 million in its rate base for exhaust flow enhancers that were provided as part of a settlement for a warranty claim. MECO wrote-off the $0.8 million in the first quarter of 1999. Accounting for the effects of certain types of regulation - --------------------------------------------------------- In accordance with SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation," the Company's financial statements reflect assets and costs of HECO and its subsidiaries based on current cost-based rate-making regulations. Management believes HECO and its subsidiaries' operations currently satisfy the SFAS No. 71 criteria. However, if events or circumstances should change so that those criteria are no longer satisfied, management believes that a material adverse effect on the Company's results of operations, financial position or liquidity may result. As of March 31, 2000, HECO's consolidated regulatory assets amounted to $116 million. 28 Savings bank - ------------
Three months ended March 31, -------------------------------------------- % (in thousands) 2000 1999 change Primary reason(s) for significant change - --------------------------------------------------------------------------------------------------------------------------------- Revenues............... $110,267 $100,280 10 Higher interest income as a result of higher weighted-average yields on interest-earning assets and higher average balances of mortgage/asset-backed securities and loan balances Operating income....... 19,190 15,131 27 Higher net interest income, partly offset by higher office occupancy expenses (including higher repairs and maintenance expense, lease rent and depreciation) Net income............. 11,221 8,525 32 Higher operating income Interest rate spread... 3.28% 3.04% 8 36 basis points increase in the weighted-average yield on interest-earning assets, partly offset by a 12 basis points increase in the weighted-average rate on interest-bearing liabilities
ASB's interest rate spread--the difference between the weighted-average yield on interest-earning assets and the weighted-average rate on interest-bearing liabilities--increased 8%. Comparing first quarter 2000 to the same period in 1999, the weighted-average yield on interest-earning assets increased more than the weighted-average rate on interest-bearing liabilities increased. Deposits traditionally have been the principal source of ASB's funds for use in lending, meeting liquidity requirements and making investments. Deposits increased by $66 million in the first quarter of 2000, including $23 million of interest credited to accounts. ASB also derives funds from borrowings, payments of interest and principal on outstanding loans receivable and mortgage/asset- backed securities, and other sources. In recent years, advances from the Federal Home Loan Bank (FHLB) of Seattle and securities sold under agreements to repurchase have become more significant sources of funds as the demand for deposits decreased due in part to increased competition from money market and mutual funds. Using sources of funds with a higher cost than deposits, such as advances from the FHLB, puts downward pressure on ASB's interest rate spread and net interest income. During the first quarter of 2000, ASB added $3 million to its allowance for loan losses. As of March 31, 2000, ASB's allowance for loan losses was 1.14% of average loans outstanding. The following table presents the changes in the allowance for loan losses for the periods indicated.
Three months ended March 31, -------------------------------------------- (in thousands) 2000 1999 - ----------------------------------------------------------------------------------------------------------------- Allowance for loan losses, beginning of quarter...................... $35,348 $39,779 Additions to provisions for losses................................... 3,000 2,920 Net charge-offs...................................................... (1,763) (1,861) --------------- --------------- Allowance for loan losses, end of quarter............................ $36,585 $40,838 =============== ===============
In March 1998, ASB formed a wholly owned operating subsidiary, ASB Realty Corporation (ASBR), which elects to be taxed as a real estate investment trust. This reorganization has reduced ASB's income taxes. For the first 29 Quarter of 2000, ASB and subsidiaries' effective income tax rate was 34.2%. Although the State of Hawaii has indicated that it may challenge the tax treatment of this reorganization, ASB believes that its tax position is proper. International power - -------------------
Three months ended March 31, --------------------------------------- % (in thousands) 2000 1999 change Primary reason(s) for significant change - ------------------------------------------------------------------------------------------------------------------------ Revenues......... $1,665 $ 992 68 Three months of revenues from Guam in 2000 compared to two months in 1999 Operating loss... (450) (616) 27
HEIPC was formed in 1995 and its subsidiaries have been and will be formed from time to time to pursue independent power and integrated energy services projects in Asia and the Pacific. In September 1996, HEI Power Corp. Guam (HPG), entered into an energy conversion agreement for approximately 20 years with the Guam Power Authority (GPA), pursuant to which HPG has repaired and is operating and maintaining two oil- fired 25 MW (net) units at Tanguisson, Guam. HPG's total cost to repair the two units was $15 million. In 1999, a mechanical failure of one of the units resulted in additional expenses and lost revenue for HPG of approximately $1 million. HPG will recover some or all of this amount from an insurance carrier. The GPA project site is contaminated with oil from spills occurring prior to HPG's assuming operational control. HPG has agreed to manage the operation and maintenance of GPA's waste oil recovery system at the project site consistent with GPA's oil recovery plan as approved by the U.S. Environmental Protection Agency. GPA, however, has agreed to indemnify and hold HPG harmless from any pre-existing environmental liability. In 1998 and 1999, the HEIPC Group acquired what is now a 75% interest in a joint venture, Baotou Tianjiao Power Co., Ltd., formed to design, construct, own, operate and manage a 200 MW (net) coal-fired power plant to be located inside Baotou Iron & Steel (Group) Co., Ltd.'s (BaoSteel's) complex in Inner Mongolia, Peoples Republic of China. See "China project," in note (5) of HEI's "Notes to consolidated financial statements." In December 1998, the HEIPC Group invested $7.6 million to acquire convertible cumulative nonparticipating 8% preferred shares in Cagayan Electric Power & Light Co., Inc. (CEPALCO), an electric distribution company in the Philippines. In September 1999, the HEIPC Group also acquired 5% of the outstanding CEPALCO common stock for $2.1 million. The acquisitions were strategic moves which put the HEIPC Group in a position to participate in the anticipated privatization of the National Power Corporation and growth in the electric distribution business in the Philippines. On March 7, 2000, an indirect subsidiary of HEIPC acquired a 50% interest in EPHC, which is an indirect subsidiary of El Paso Energy Corporation, for $87 million plus up to an additional $6 million of payments that are contingent upon future earnings of EAPRC. EPHC owns approximately 91.7% of the common shares of EAPRC, a Philippines holding company primarily engaged in the electric generation business in Manila and Cebu through its direct and indirect subsidiaries, using land and barge-based generating facilities fired by bunker fuel oil, with total installed capacity of approximately 390 MW. See note (5) in HEI's "Notes to Consolidated Financial Statements." The HEIPC Group is exposed to the impact of foreign currency fluctuations and changes in fuel oil prices primarily due to its 50% investment in EPHC, which owns 91.7% of the common shares of EAPRC. As of March 31, 2000, EAPRC had approximately $193 million in U.S. dollar denominated debt. From March 7, 2000 (acquisition date) to March 31, 2000, the high and low Philippine peso exchange rate was 40.875 peso = $1 and 41.125 peso = $1, respectively. The potential immediate pretax loss to the HEIPC Group that would result from a hypothetical 10% devaluation in the Philippine peso exchange rate based on this position would be approximately $8 million. In addition, the rates charged by EAPRC under its purchase power agreements are generally at a discount to the rates charged by the National Power Corporation, a government owned and controlled corporation of the 30 Philippines. Most of the fluctuation in fuel oil prices is not recovered in rates charged by EAPRC. As of March 31, 2000, EAPRC had an annual minimum purchase requirement (at prices tied to the market prices of petroleum products in Singapore) for approximately 370,000 metric tons of fuel oil and EAPRC's average price of fuel oil for March 2000 was approximately $144 per metric ton. The HEIPC Group is evaluating hedging strategies to reduce its exposure to foreign currency and fuel price fluctuations. The HEIPC Group is evaluating hedging strategies to reduce its exposure to foreign currency and fuel price fluctuations. As of March 31, 2000, the HEIPC Group had invested approximately $137 million in overseas power projects. The HEIPC Group is actively pursuing other projects in Asia and the Pacific, which are subject to approval of the HEIPC and HEI Boards of Directors. The success of any project undertaken by the HEIPC Group will be dependent on many factors, including the economic, political, monetary, technological, regulatory and logistical circumstances surrounding each project and the location of the project. Due to political or regulatory actions or other circumstances, projects may be delayed or even prohibited. There is no assurance that any project undertaken by the HEIPC Group will be successfully completed or that the HEIPC Group's investment in any such project will not be lost, in whole or in part. Other - -----
Three months ended March 31, ---------------------------------------- % (in thousands) 2000 1999 change Primary reason(s) for significant change - -------------------------------------------------------------------------------------------------------------------------- Revenues......... $ 538 $13,184 (96) In November 1999, HTB sold YB and substantially all of its operating assets for a nominal gain. 1999 includes $13 million of HTB/YB revenues. Operating loss... (2,168) (1,384) (57) No maritime freight transportation and harbor assist operations in the first quarter 2000 and higher corporate expenses
The "other" business segment includes results of operations of TOOTS, formerly HTB and its formerly owned subsidiary, YB, maritime freight transportation and harbor assist companies which were sold or shutdown in the fourth quarter of 1999; Pacific Energy Conservation Services, Inc., a contract services company primarily providing windfarm operational and maintenance services to an affiliated electric utility; HEI District Cooling, Inc., a company formed to develop, build, own, operate and/or maintain central chilled water, cooling system facilities, and other energy related products and services; ProVision Technologies, Inc., a company formed to sell, install, operate and maintain on- site power generation equipment and auxiliary appliances in Hawaii and the Pacific Rim; HEI Properties, Inc., a company formed to hold real estate and related assets; HEI Leasing, Inc., a company formed in February 2000 to own passive investments and real estate subject to leases; Hawaiian Electric Industries Capital Trust I, HEI Preferred Funding, LP and Hycap Management, Inc., companies formed primarily for the purpose of effecting the issuance of 8.36% Trust Originated Preferred Securities; HEI and HEI Diversified, Inc., holding companies; and eliminations of intercompany transactions. In November 1999, HTB sold YB and substantially all of its operating assets for a nominal gain. The maritime freight transportation and harbor assist subsidiaries recorded operating income of $0.6 million in the first quarter of 1999. 31 Discontinued operations - ----------------------- See note (10) in HEI's "Notes to consolidated financial statements." Contingencies - ------------- See note (9) in HEI's "Notes to consolidated financial statements" and note (4) in HECO's "Notes to consolidated financial statements" for discussions of contingencies. Recent accounting pronouncements - -------------------------------- See note (8) and note (6) in HEI's and HECO's respective "Notes to consolidated financial statements." FINANCIAL CONDITION Liquidity and capital resources - ------------------------------- The Company and consolidated HECO each believes that its ability to generate cash, both internally from operations and externally from debt and equity issues, is adequate to maintain sufficient liquidity to fund their respective construction programs and investments and to satisfy debt and other cash requirements in the foreseeable future. The consolidated capital structure of HEI was as follows:
(in millions) March 31, 2000 December 31, 1999 - ---------------------------------------------------------------------------------------------------------------------------- Short-term borrowings............................. $ 233 10% $ 152 7% Long-term debt.................................... 984 43 978 44 HEI- and HECO-obligated preferred securities of trust subsidiaries............... 200 9 200 9 Preferred stock of subsidiaries................... 34 1 34 2 Minority interests................................ 1 - 1 - Common stock equity............................... 859 37 848 38 ------------ ----------- ----------- ---------- $2,311 100% $2,213 100% ============ =========== =========== ==========
ASB's deposit liabilities, securities sold under agreements to repurchase and advances from the FHLB are not included in the table above. For the first three months of 2000, net cash provided by operating activities of consolidated HEI was $62 million. Net cash used in investing activities was $205 million, largely due to ASB's purchase of mortgage/asset-backed securities, net of repayments, the HEIPC Group's investment in the Philippines and HECO's consolidated capital expenditures. Net cash provided by financing activities was $145 million as a result of several factors, including net increases in deposit liabilities, short-term borrowings, long-term debt and advances from Federal Home Loan Bank, partly offset by the payment of common stock dividends and trust preferred securities distributions and a net decrease in securities sold under agreements to repurchase. Total HEI consolidated financing requirements for 2000 through 2004, including net capital expenditures (which exclude AFUDC and capital expenditures funded by third-party cash contributions in aid of construction), long-term debt retirements (excluding repayments of advances from the FHLB of Seattle and securities sold under agreements to repurchase) and preferred stock retirements, are estimated to total $1.2 billion. Of this amount, approximately $0.8 billion is for net capital expenditures (mostly relating to the electric utilities' net capital expenditures described below). HEI's consolidated internal sources, after the payment of HEI dividends, are expected to provide approximately 66% of the consolidated financing requirements, with debt and equity financing providing the remaining requirements. Additional debt and equity financing may be required to fund activities not 32 included in the 2000-2004 forecast, such as the development of additional independent power projects by the HEIPC Group in Asia and the Pacific, or to fund changes in requirements, such as increases in the amount of or an acceleration of capital expenditures of the electric utilities. See note (11) in HEI's "Notes to consolidated financial statements" for a description of the medium-term notes issued in April 2000. Following is a discussion of the liquidity and capital resources of HEI's largest segments. Electric utility HECO's consolidated capital structure was as follows:
(in millions) March 31, 2000 December 31, 1999 - --------------------------------------------------------------------------------------------------------------------------- Short-term borrowings......................... $ 105 6% $ 107 6% Long-term debt................................ 653 38 646 38 HECO-obligated preferred securities of trust subsidiaries................................. 100 6 100 6 Preferred stock............................... 34 2 34 2 Common stock equity........................... 816 48 806 48 ------------- ---------- ------------ --------- $1,708 100% $1,693 100% ============= ========== ============ =========
Operating activities provided $39 million in net cash during the first quarter of 2000. Investing activities used net cash of $22 million, primarily for capital expenditures. Financing activities used net cash of $18 million, including $16 million for the payment of common and preferred dividends and preferred securities distributions and $2 million for the net repayment of short-term borrowings, partially offset by a $6 million net increase in long- term debt. The electric utilities' consolidated financing requirements for 2000 through 2004, including net capital expenditures, long-term debt and preferred stock retirements, are estimated to total $595 million. HECO's consolidated internal sources, after the payment of common stock and preferred stock dividends, are expected to provide cash in excess of the consolidated financing requirements and may also be used to repay short-term borrowings. As of March 31, 2000, $34 million of proceeds from previous sales by the Department of Budget and Finance of the State of Hawaii of special purpose revenue bonds issued for the benefit of HECO, MECO and HELCO remain undrawn. Also as of March 31, 2000, an additional $65 million of special purpose revenue bonds was authorized by the Hawaii Legislature for issuance for the benefit of HECO and HELCO prior to the end of 2003. HECO does not anticipate the need to issue new common equity over the five-year period. The PUC must approve issuances, if any, of long-term debt and equity securities by HECO, HELCO and MECO. Capital expenditures include the costs of projects which are required to meet expected load growth, to improve reliability and to replace and upgrade existing equipment. Net capital expenditures for the five-year period 2000 through 2004 are currently estimated to total $571 million. Approximately 70% of forecast gross capital expenditures, which includes the allowance for funds used during construction and capital expenditures funded by third-party cash contributions in aid of construction, is for transmission and distribution projects, with the remaining 30% primarily for generation projects. For 2000, electric utility net capital expenditures are estimated to be $140 million. Gross capital expenditures are estimated to be $161 million, comprised of approximately $109 million for transmission and distribution projects, approximately $39 million for new generation projects and approximately $13 million for general plant and other projects. Drawdowns of proceeds from previous sales of tax-exempt special purpose revenue bonds and the generation of funds from internal sources are expected to provide the cash needed for net capital expenditures in 2000. Management periodically reviews capital expenditure estimates and the timing of construction projects. These estimates may change significantly as a result of many considerations, including changes in economic conditions, 33 changes in forecasts of KWH sales and peak load, the availability of purchased power and changes in expectations concerning the construction and ownership of future generating units, the availability of generating sites and transmission and distribution corridors, the ability to obtain adequate and timely rate increases, escalation in construction costs, demand-side management programs and requirements of environmental and other regulatory and permitting authorities. Savings bank
March 31, December 31, % (in millions) 2000 1999 change - --------------------------------------------------------------------------------------------------------------------------- Total assets.......................................... $5,943 $5,848 2 Loans receivable, net................................. 3,205 3,212 - Mortgage/asset-backed securities...................... 2,067 1,973 5 Deposit liabilities................................... 3,558 3,492 2 Securities sold under agreements to repurchase........ 645 661 (2) Advances from Federal Home Loan Bank.................. 1,227 1,189 3
As of March 31, 2000, ASB was the third largest financial institution in Hawaii based on total assets of $5.9 billion and deposits of $3.6 billion. For the first quarter of 2000, net cash provided by ASB's operating activities was $17 million. Net cash used in ASB's investing activities was $94 million, due largely to the purchase of mortgage/asset-backed securities, net of repayments. Net cash provided by financing activities was $79 million largely due to net increases of $66 million in deposit liabilities and $38 million in advances in Federal Home Loan Bank, partly offset by a net decrease of $21 million in securities sold under agreements to repurchase and $6 million in common and preferred stock dividends. Minimum liquidity levels are currently governed by the regulations adopted by the Office of Thrift Supervision (OTS). ASB was in compliance with OTS liquidity requirements as of March 31, 2000. ASB believes that a satisfactory regulatory capital position provides a basis for public confidence, affords protection to depositors, helps to ensure continued access to capital markets on favorable terms and provides a foundation for growth. As of March 31, 2000, ASB was in compliance with the OTS minimum capital requirements (noted in parentheses) with a tangible capital ratio of 5.8% (1.5%), a core capital ratio of 5.8% (4.0%) and a risk-based capital ratio of 11.1% (8.0%). FDIC regulations restrict the ability of financial institutions that are not "well-capitalized" to compete on the same terms as "well-capitalized" institutions, such as by offering interest rates on deposits that are significantly higher than the rates offered by competing institutions. As of March 31, 2000, ASB was "well-capitalized" (ratio requirements noted in parentheses) with a leverage ratio of 5.8% (5.0%), a Tier-1 risk-based ratio of 10.2% (6.0%) and a total risk-based ratio of 11.1% (10.0%). On December 1, 1998, the OTS adopted Thrift Bulletin 13a (TB 13a) for purposes of providing guidance on the management of interest risks, investment securities and derivatives activities. TB 13a updates the OTS's minimum standards for thrift institutions' interest rate risk management practices with regard to board-approved limits and interest rate risk measurement systems. TB 13a also contains guidance on thrifts' investment and derivative activities by describing the types of analysis institutions should perform prior to purchasing securities or financial derivatives. TB 13a also provides guidelines on the use of certain types of securities and financial derivatives for purposes other than reducing portfolio risk. Finally, TB 13a provides detailed guidelines for implementing part of the notice announcing the revision of the CAMELS rating system, published by the Federal Financial Institutions Examination Council. That publication announced revised interagency policies, that, among other things, established the Sensitivity to Market Risk component rating (the "S" rating). TB 13a provides quantitative guidelines for an initial assessment of an institution's level of interest rate risk. Examiners have broad discretion in implementing those guidelines. It also provides guidelines concerning the factors examiners consider in assessing the quality of an institution's risk management systems and procedures. Management has developed and is 34 implementing an action plan to improve ASB's interest rate risk position. The plan includes obtaining additional capital and making changes to improve the matching of asset and liability durations, such as lengthening the term of costing liabilities and selling a portion of ASB's long-term fixed rate loan production. Significant interstate banking legislation has been enacted at both the federal and state levels. Under the federal Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, a bank holding company may acquire control of a bank in any state, subject to certain restrictions. Under state law, effective June 1, 1997, a bank chartered under state law may merge with an out-of-state bank and convert all branches of both banks into branches of a single bank, subject to certain restrictions. Although the federal and state laws apply only to banks, such legislation may nonetheless affect the competitive balance among banks, thrifts and other financial institutions and the level of competition among financial institutions doing business in Hawaii. In November 1999, Congress passed the Gramm-Leach-Bliley Act (the Act). The Act repeals the Depression Era Glass-Steagall Act so that banks, insurance companies and investment firms can compete directly against each other, thereby allowing "one-stop shopping" for an array of financial services. Although the Act does further restrict the ability of a savings and loan holding company to own both a savings association and nonfinancial subsidiaries, the savings and loan holding company relationship among HEI, HEIDI and ASB is "grandfathered" under the Act so that HEI and its subsidiaries will be able to continue to engage in their current activities. The net effect of the Act on ASB's competitive position is not known. On the one hand, the availability of "one-stop shopping" for financial services might increase competitive pressures on ASB. On the other hand, the restriction on the ability to combine savings associations and nonfinancial subsidiaries under one holding company may decrease competitive pressure by reducing the incentive to create new thrifts. In addition to its effects upon competition, the Act might result in increased costs for ASB. For example, the Act imposes on financial institutions an obligation to protect the security and confidentiality of its customers' nonpublic personal information, and directs, among others, the FDIC and the OTS to establish "appropriate standards" to protect such information and its use. Although ASB currently has in place a policy concerning customer privacy, it is not known at this time whether the rules eventually adopted by the regulatory authorities might impose additional compliance costs on ASB. Item 3. Quantitative and qualitative disclosures about market risk - ------------------------------------------------------------------ The Company considers interest rate risk to be a very significant market risk as it could potentially have a significant effect on the Company's financial condition and results of operations. In the first quarter of 2000, HEI utilized an interest-rate swap to manage its interest rate risk. See note (12) in HEI's "Notes to consolidated financial statements." For additional quantitative and qualitative information about the Company's market risks, see pages 40 to 43 of HEI's 1999 Annual Report to Stockholders. U.S. Treasury yields at March 31, 2000 and December 31, 1999 were as follows:
(%) March 31, 2000 December 31, 1999 --- -------------- ----------------- 3 month 5.89 5.31 1 year 6.24 5.96 5 year 6.32 6.34 10 year 6.01 6.44 30 year 5.84 6.48
As interest rates (as measured by U.S. Treasury yields) have increased or decreased between 2 and 64 basis points from December 31, 1999 to March 31, 2000, management believes that with this inverted yield curve there was an unfavorable, but immaterial, change between those dates in the Company's estimated fair values of its interest-sensitive assets, liabilities and off- balance sheet items. 35 PART II - OTHER INFORMATION - ------------------------------------------------------------------------------ Item 1. Legal proceedings - -------------------------- There are no significant developments in pending legal proceedings except as set forth in HECO's "Notes to consolidated financial statements," and management's discussion and analysis of financial condition and results of operations. Item 2. Changes in securities and use of proceeds. - --------------------------------------------------- HEI has issued unregistered common stock from January 1, 2000 through May 3, 2000 pursuant to the HEI 1990 Nonemployee Director Stock Plan, amended effective April 27, 1999 (the Subsidiary Director Plan), the HEI 1999 Nonemployee Company Director Stock Grant Plan (the HEI Nonemployee Director Plan), the HECO Utility Group Team Incentive Plan and the HECO Utility Group Team Incentive Plan for Bargaining Unit Employees (collectively, the Team Incentive Plan). Under the Subsidiary Director Plan, 60% of the annual retainer payable to nonemployee directors is paid in HEI common stock. Under the HEI Nonemployee Director Plan as amended in 1999, a stock grant of 300 shares of HEI common stock is granted to HEI nonemployee directors in addition to an annual retainer of $20,000. Under the Team Incentive Plan, eligible employees of HECO, MECO and HELCO receive awards of HEI common stock based on the attainment of performance goals by the respective companies. From January 1, 2000 through May 3, 2000, the director plans issued 2,268 shares of HEI common stock, in exchange for the retention of cash by HEI that would otherwise have been paid to the directors as retainers in the aggregate amount of $84,000, and 3,000 shares of HEI common stock in the aggregate amount of $111,000 from January 1, 2000 through May 3, 2000 to HEI directors in addition to the retainer. In addition, from January 1, 2000 through May 3, 2000, the Team Incentive Plan issued 73,552 shares of HEI common stock in exchange for cash received by HEI from the electric utility subsidiaries in the aggregate amounts of $2.2 million. The shares issued under the director stock plans were not registered since they did not involve a "sale" as defined under Section 2(3) of the Securities Act of 1933, as amended. Participation by nonemployee directors of HEI and subsidiaries in the director stock plans is mandatory and thus does not involve an investment decision. The shares issued under the Team Incentive Plan were not registered because their initial sales to HECO, MECO and HELCO were exempt as transactions not involving any public offering under Section 4(2) of the Securities Act of 1933, as amended, and because their subsequent award to eligible employees did not involve a "sale," as defined in Section 2(3) of the Securities Act of 1933, as amended. Awards of HEI common stock under the Team Incentive Plan are made to eligible employees on the basis of their attainment of performance goals established by their respective companies and no cash or other tangible or definable consideration is paid by such employees to their respective companies for the shares. Item 4. Submission of matters to a vote of security holders - ------------------------------------------------------------ HEI The Annual Meeting of Stockholders of HEI was held on April 25, 2000. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. As of February 16, 2000, the record date for the Annual Meeting, there were 32,297,786 shares of common stock issued and outstanding and entitled to vote. There was no solicitation in opposition to the management nominees to the Board of Directors as listed in the proxy statement for the meeting and such nominees were elected to the Board of Directors. 36 The results of the voting for the Class I director-nominees and the independent auditor are as follows:
Shares of Common Stock ------------------------------------------------------------------------------------------- Broker For Withheld Against Abstain nonvotes ----------------- --------------- -------------- -------------- --------------- Election of Class I Directors Robert F. Clarke 29,651,391 643,829 -- A. Maurice Myers 29,622,435 672,785 -- James K. Scott 29,596,892 698,328 -- Election of KPMG LLP as independent auditor 29,847,917 208,291 239,012 --
Class II Directors--Victor Hao Li, S.J.D., T. Michael May, Diane J. Plotts, Kelvin H. Taketa and Jeffrey N. Watanabe--continue in office with terms ending at the 2001 Annual Meeting. Class III Directors-- Don E. Carroll, Richard Henderson, Bill D. Mills and Oswald K. Stender --continue in office with terms ending at the 2002 Annual Meeting. HECO The Annual Meeting of the Sole Stockholder of HECO was conducted by written consent effective April 25, 2000. The incumbent members of the Board of Directors of HECO were re-elected. The incumbent members continuing in office are Robert F. Clarke, Richard Henderson, T. Michael May, Paul A. Oyer, Diane J. Plotts, James K. Scott, Anne M. Takabuki, Jeffrey N. Watanabe and Paul C. Yuen. In addition, KPMG LLP was elected independent auditor of HECO for the fiscal year 2000. Item 5. Other information - -------------------------- A. EPA inspections at HECO's Waiau and Honolulu generating stations In September 1999, the EPA conducted unannounced National Pollutant Discharge Elimination System permit compliance inspections at HECO's Waiau and Honolulu generating stations. The resulting compliance inspection report issued by the EPA on December 22, 1999 cited procedural deficiencies in HECO's self-monitoring program. HECO submitted a response to the EPA's findings on January 27, 2000 and HECO has addressed the cited deficiencies. HECO is finalizing a settlement agreement with the EPA which will determine the amount of penalties that will be imposed. Management does not believe that the EPA imposed penalties will have a material effect on HEI's or HECO's consolidated financial condition, results of operations or liquidity. B. Amended notice of property tax assessment for HELCO In December 1999, the County Council of Hawaii County amended its ordinances to rescind the exemption from real property taxes for utility companies. The utilities currently pay a public service company tax that, by state statutory language, is partly in lieu of real property taxes. On April 14, 2000, the Department of Finance, Real Property Division of the County of Hawaii, sent HELCO an amended notice of property assessment showing total real property taxes owed of approximately $3.9 million for the fiscal year July 2000 to June 2001. HELCO intends to appeal the amended notice by May 15, 2000 on the grounds of denial of an exemption to which taxpayer HELCO is entitled, unconstitutionality and illegality, including overassessment, improper methodology and other procedural grounds. HELCO also intends to seek recovery of the assessment in rebuttal testimony for its 2000 test year rate case. 37 C. Ratio of earnings to fixed charges The following tables set forth the ratio of earnings to fixed charges for HEI and its subsidiaries for the periods indicated: Ratio of earnings to fixed charges excluding interest on ASB deposits
Three months Years ended December 31, ended ------------------------------------------------------------------------------------------------- March 31, 2000 1999 1998 1997 1996 1995 - -------------------- ---------------- --------------- -------------- --------------- ---------------- 1.86 1.80 1.85 1.89 1.93 2.02 ==================== ================ =============== ============== =============== ================
Ratio of earnings to fixed charges including interest on ASB deposits
Three months Years ended December 31, ended ------------------------------------------------------------------------------------------------- March 31, 2000 1999 1998 1997 1996 1995 - -------------------- ---------------- --------------- -------------- --------------- ---------------- 1.57 1.48 1.47 1.58 1.56 1.60 ==================== ================ =============== ============== =============== ================
For purposes of calculating the ratio of earnings to fixed charges, "earnings" represent the sum of (i) pretax income from continuing operations (excluding undistributed net income or net loss from less than fifty-percent-owned persons) and (ii) fixed charges (as hereinafter defined, but excluding capitalized interest). "Fixed charges" are calculated both excluding and including interest on ASB's deposits during the applicable periods and represent the sum of (i) interest, whether capitalized or expensed, but excluding interest on nonrecourse debt from leveraged leases which is not included in interest expense in HEI's consolidated statements of income, (ii) amortization of debt expense and discount or premium related to any indebtedness, whether capitalized or expensed, (iii) the interest factor in rental expense, (iv) the preferred stock dividend requirements of HEI's subsidiaries, increased to an amount representing the pretax earnings required to cover such dividend requirements and (v) the preferred securities distribution requirements of trust subsidiaries. The following table sets forth the ratio of earnings to fixed charges for HECO and its subsidiaries for the periods indicated: Ratio of earnings to fixed charges
Three months Years ended December 31, ended ------------------------------------------------------------------------------------------------- March 31, 2000 1999 1998 1997 1996 1995 - -------------------- ---------------- --------------- -------------- --------------- ---------------- 3.61 3.09 3.33 3.26 3.58 3.46 ==================== ================ =============== ============== =============== ================
For purposes of calculating the ratio of earnings to fixed charges, "earnings" represent the sum of (i) pretax income before preferred stock dividends of HECO and (ii) fixed charges (as hereinafter defined, but excluding the allowance for borrowed funds used during construction). "Fixed charges" represent the sum of (i) interest, whether capitalized or expensed, incurred by HECO and its subsidiaries, (ii) amortization of debt expense and discount or premium related to any indebtedness, whether capitalized or expensed, (iii) the interest factor in rental expense, (iv) the preferred stock dividend requirements of HELCO and MECO, increased to an amount representing the pretax earnings required to cover such dividend requirements and (v) the preferred securities distribution requirements of the trust subsidiaries. 38 Item 6. Exhibits and reports on Form 8-K - ----------------------------------------- (a) Exhibits HEI Hawaiian Electric Industries, Inc. and subsidiaries Exhibit 12.1 Computation of ratio of earnings to fixed charges, three months ended March 31, 2000 and 1999 HECO Hawaiian Electric Company, Inc. and subsidiaries Exhibit 12.2 Computation of ratio of earnings to fixed charges, three months ended March 31, 2000 and 1999 HEI KPMG LLP letter re: change in accounting principle Exhibit 18.1 HECO KPMG LLP letter re: change in accounting principle Exhibit 18.2 HEI Hawaiian Electric Industries, Inc. and subsidiaries Exhibit 27.1 Financial Data Schedule March 31, 2000 and three months ended March 31, 2000 HECO Hawaiian Electric Company, Inc. and subsidiaries Exhibit 27.2 Financial Data Schedule March 31, 2000 and three months ended March 31, 2000
(b) Reports on Form 8-K Subsequent to December 31, 1999, HEI and/or HECO filed Current Reports, Forms 8-K, with the SEC as follows:
Dated Registrant/s Items reported - ---------------------------------------------------------------------------------------------------------------- February 29, 2000 HEI/HECO Item 7, portions of HEI's 1999 Annual Report to Stockholders and HECO's 1999 Annual Report to Stockholder
39 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof. HAWAIIAN ELECTRIC INDUSTRIES, INC. HAWAIIAN ELECTRIC COMPANY, INC. (Registrant) (Registrant) By /s/ Curtis Y. Harada By /s/ Paul Oyer --------------------- ------------------------ Curtis Y. Harada Paul A. Oyer Controller Financial Vice President and (Principal Accounting Treasurer Officer of HEI) (Principal Financial Officer of HECO) Date: May 12, 2000 Date: May 12, 2000 40 EX-12.1 2 HEI RATIO OF EARNINGS TO FIXED CHARGES HEI Exhibit 12.1 ---------------- Hawaiian Electric Industries, Inc. and subsidiaries COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (unaudited)
Three months ended Three months ended March 31, March 31, ------------------------------------- ------------------------------------- (dollars in thousands) 2000 (1) 2000 (2) 1999 (1) 1999 (2) - ------------------------------------------------------------------------------------------------------------------------------- Fixed charges Total interest charges (3)..................... $ 47,213 $ 74,887 $ 36,642 $ 69,344 Interest component of rentals.................. 1,113 1,113 1,101 1,101 Pretax preferred stock dividend requirements of subsidiaries............................... 795 795 992 992 Preferred securities distributions of trust subsidiaries.......................... 4,009 4,009 3,999 3,999 ------------- ------------ ------------- ------------ Total fixed charges........................... $ 53,130 $ 80,804 $ 42,734 $ 75,436 ============= ============ ============= ============ Earnings Pretax income from continuing operations....... $ 46,583 $ 46,583 $ 33,197 $ 33,197 Fixed charges, as shown........................ 53,130 80,804 42,734 75,436 Interest capitalized........................... (788) (788) (640) (640) ------------- ------------ ------------- ------------ Earnings available for fixed charges........... $ 98,925 $126,599 $ 75,291 $107,993 ============= ============ ============= ============ Ratio of earnings to fixed charges............. 1.86 1.57 1.76 1.43 ============= ============ ============= ============
(1) Excluding interest on ASB deposits. (2) Including interest on ASB deposits. (3) Interest on nonrecourse debt from leveraged leases is not included in total interest charges nor in interest expense in HEI's consolidated statements of income. EX-12.2 3 HECO RATIO OF EARNINGS TO FIXED CHARGES HECO Exhibit 12.2 ----------------- Hawaiian Electric Company, Inc. and subsidiaries COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (unaudited)
Three months ended March 31, ------------------------------- (dollars in thousands) 2000 1999 - ----------------------------------------------------------------------------------------------------------------- Fixed charges Total interest charges................................................. $12,271 $12,343 Interest component of rentals.......................................... 202 196 Pretax preferred stock dividend requirements of subsidiaries........... 362 399 Preferred securities distributions of trust subsidiaries............... 1,919 1,909 -------------- -------------- Total fixed charges.................................................... $14,754 $14,847 ============== ============== Earnings Income before preferred stock dividends of HECO........................ $23,995 $17,450 Income taxes (see note below).......................................... 15,177 10,620 Fixed charges, as shown................................................ 14,754 14,847 AFUDC for borrowed funds............................................... (691) (640) -------------- -------------- Earnings available for fixed charges................................... $53,235 $42,277 ============== ============== Ratio of earnings to fixed charges..................................... 3.61 2.85 ============== ============== Note: Income taxes is comprised of the following Income tax expense relating to income from regulated activities....... $15,193 $10,668 Income tax benefit relating to loss from nonregulated activities...... (16) (48) -------------- -------------- $15,177 $10,620 ============== ==============
EX-18.1 4 HEI KPMG LLP LETTER RE: CHANGE HEI Exhibit 18.1 ---------------- [KPMG LLP letterhead] May 12, 2000 The Board of Directors Hawaiian Electric Industries, Inc. Honolulu, Hawaii Ladies and Gentlemen: We have been furnished with a copy of Form 10-Q of Hawaiian Electric Industries, Inc. for the three months ended March 31, 2000, and have read the Company's statements contained in note 6 to the consolidated condensed financial statements included therein. As stated in note 6, the Company changed its method of calculating the market-related value of the plan assets by including a 15% range around the fair value of such assets (i.e., 85% to 115% of fair value). If the market-related value is outside the 15% range, then the amount outside the range will be recognized immediately in the calculation of annual net periodic benefit cost. If the market-related value remains within the 15% range, the Company will continue to amortize the difference over future years using the amortization method previously used. The Company states that the newly adopted accounting principle is preferable in the circumstances because the new method results in calculated asset values of the plans that more closely approximate fair value, while still mitigating the effect of annual fair value fluctuations. In accordance with your request, we have reviewed and discussed with Company officials the circumstances and business judgment and planning upon which the decision to make this change in accounting principle was based. We have not audited any consolidated financial statements of Hawaiian Electric Industries, Inc. as of any date or for any period subsequent to December 31, 1999, nor have we audited the information set forth in the aforementioned note 6 to the consolidated condensed financial statements; accordingly, we do not express an opinion concerning the factual information contained therein. With regard to the aforementioned accounting change, authoritative criteria have not been established for evaluating the preferability of one acceptable method of accounting over another acceptable method. However, for purposes of Hawaiian Electric Industries, Inc.'s compliance with the requirements of the Securities and Exchange Commission, we are furnishing this letter. Based on our review and discussion, with reliance on management's business judgment and planning, we concur that the newly adopted method of accounting is preferable in the Company's circumstances. Very truly yours, /s/ KPMG LLP EX-18.2 5 HECO KPMG LLP LETTER RE: CHANGE HECO Exhibit 18.2 ----------------- [KPMG LLP letterhead] May 12, 2000 The Board of Directors Hawaiian Electric Company, Inc. Honolulu, Hawaii Ladies and Gentlemen: We have been furnished with a copy of Form 10-Q of Hawaiian Electric Company, Inc. for the three months ended March 31, 2000, and have read the Company's statements contained in note 2 to the consolidated condensed financial statements included therein. As stated in note 2, the Company changed its method of calculating the market-related value of the plan assets by including a 15% range around the fair value of such assets (i.e., 85% to 115% of fair value). If the market-related value is outside the 15% range, then the amount outside the range will be recognized immediately in the calculation of annual net periodic benefit cost. If the market-related value remains within the 15% range, the Company will continue to amortize the difference over future years using the amortization method previously used. The Company states that the newly adopted accounting principle is preferable in the circumstances because the new method results in calculated asset values of the plans that more closely approximate fair value, while still mitigating the effect of annual fair value fluctuations. In accordance with your request, we have reviewed and discussed with Company officials the circumstances and business judgment and planning upon which the decision to make this change in accounting principle was based. We have not audited any consolidated financial statements of Hawaiian Electric Company, Inc. as of any date or for any period subsequent to December 31, 1999, nor have we audited the information set forth in the aforementioned note 2 to the consolidated condensed financial statements; accordingly, we do not express an opinion concerning the factual information contained therein. With regard to the aforementioned accounting change, authoritative criteria have not been established for evaluating the preferability of one acceptable method of accounting over another acceptable method. However, for purposes of Hawaiian Electric Company, Inc.'s compliance with the requirements of the Securities and Exchange Commission, we are furnishing this letter. Based on our review and discussion, with reliance on management's business judgment and planning, we concur that the newly adopted method of accounting is preferable in the Company's circumstances. Very truly yours, /s/ KPMG LLP EX-27.1 6 HEI FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Hawaiian Electric Industries, Inc. and subsidiaries' consolidated balance sheet as of March 31, 2000 and consolidated statement of income for the three months ended March 31, 2000 and is qualified in its entirety by reference to such financial statements. HAWAIIAN ELECTRIC INDUSTRIES, INC. 0000354707 1,000 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 202,583 2,255,257 153,790 0 0 0 3,221,567 1,158,137 8,457,737 0 983,881 100,000 134,406 667,957 191,202 8,457,737 0 401,875 0 333,673 2,547 0 19,072 46,583 17,607 28,976 0 0 0 28,976 0.90 0.90
EX-27.2 7 HECO FINANCIAL DATA SCHEDULE
UT This schedule contains summary financial information extracted from Hawaiian Electric Company, Inc. and subsidiaries' consolidated balance sheet as of March 31, 2000 and consolidated statement of income and cash flows for the three months ended March 31, 2000 and is qualified in its entirety by reference to such financial statements. HAWIIAN ELECTRIC COMPANY, INC. 0000046207 1,000 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 PER-BOOK 1,956,989 0 175,712 13,200 144,976 2,290,877 85,387 295,542 434,979 815,908 100,000 34,293 652,381 0 0 104,977 0 0 0 0 583,318 2,290,877 288,421 15,193 237,350 252,543 35,878 1,844 37,722 13,727 23,995 270 23,725 13,952 41,639 39,107 0 0
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