-----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, BnCpq1taE51KuyD7zy4EjdjHLwxUrqEOwF+euKrLZHobzIGYRpIFEa1Nf9vq58E7 TUwuklmVg0xxyuNkwvreYQ== 0000950123-01-504786.txt : 20010730 0000950123-01-504786.hdr.sgml : 20010730 ACCESSION NUMBER: 0000950123-01-504786 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010725 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03880 FILM NUMBER: 1690931 BUSINESS ADDRESS: STREET 1: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168576980 MAIL ADDRESS: STREET 1: 10 LAFAYETTE SQ STREET 2: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 8-K 1 y51860e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2001 NATIONAL FUEL GAS COMPANY (Exact name of registrant as specified in its charter) New Jersey 1-3880 13-1086010 (State or other jurisdiction (Commission File (IRS Employer or incorporation) Number) Identification No.) 10 Lafayette Square, Buffalo, New York 14203 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (716) 857-6987 ITEM 5. OTHER EVENTS On July 25, 2001, National Fuel Gas Company (the "Company") and its subsidiary, Seneca Resources Corporation, issued press releases regarding their earnings for the third quarter ended June 30, 2001. Copies of these press releases are hereby incorporated by reference and made a part of this Current Report as Exhibits 99(a) and 99(b), respectively. During a public conference call on July 26, 2001, the Company offered revised earnings projections for its fiscal year 2002. Also on that day, the Company issued a press release containing the revised estimate, a copy of which is hereby incorporated by reference and made a copy of this Current Report as Exhibit 99(c). Neither the filing of any press release as an exhibit to this Current Report nor the inclusion in such press release of a reference to the Company's internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company's internet address is not part of this Current Report or any other report filed by the Company with the Securities and Exchange Commission. 2 As disclosed in the attached press releases, the Company held a public conference call on July 26, 2001. During the course of that call, the Company indicated that it estimates earnings for the Company's fiscal year 2001 will be a record-high $4.25 to $4.35 per diluted common share, and that earnings for fiscal 2002 will be in the range of $4.10 to $4.20 per diluted common share. There is no assurance that these earnings projections will in fact be achieved nor do these projections reflect any acquisitions or divestitures that may occur before or during fiscal 2002. The above earnings projections are "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. While the Company's expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, actual results may differ materially from those in the forward-looking statement. Furthermore, each forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update the statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. In addition to other factors, the following are important factors that could cause actual results to differ materially from the statements: changes in economic conditions, demographic patterns or weather conditions; changes in the availability or price of natural gas and oil; inability to obtain new customers or retain existing ones; significant changes in competitive conditions affecting the Company; governmental/regulatory actions, initiatives and proceedings, including those affecting acquisitions, financings, allowed rates of return, industry and rate structure, franchise renewal, and environmental/safety requirements; unanticipated impacts of restructuring initiatives in the natural gas and electric industries; significant changes from expectations in actual capital expenditures and operating expenses and unanticipated project delays or changes in project costs; the nature and projected profitability of pending and potential projects and other investments; occurrences affecting the Company's ability to obtain funds from operations, debt or equity to finance needed capital expenditures and other investments; uncertainty of oil and gas reserve estimates; ability to successfully identify and finance oil and gas property acquisitions and ability to operate and integrate existing and any subsequently acquired business or properties; ability to successfully identify, drill for and produce economically viable natural gas and oil reserves; significant changes from expectations in the Company's actual production levels for natural gas or oil; changes in the availability or price of derivative financial instruments; changes in the price of natural gas or oil and the related effect given the accounting treatment or valuation of related derivative financial instruments; inability of the various counterparties to meet their obligations with respect to the Company's financial instruments; regarding foreign operations - changes in foreign trade and monetary policies, laws, and regulations related to foreign operations, political and governmental changes, inflation and exchange rates, taxes and operating conditions; significant changes in tax rates or policies or in rates of inflation or interest; significant changes in the Company's relationship with its employees and contractors and the potential adverse effects if labor disputes, grievances or shortages were to occur; or changes in accounting principles or the application of such principles to the Company. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit 99(a) - Press Release issued July 25, 2001 regarding National Fuel Gas Company earnings for the third quarter Exhibit 99(b) - Press Release issued July 25, 2001 regarding Seneca Resources Corporation earnings for the third quarter Exhibit 99(c) - Press Release issued July 26, 2001 regarding National Fuel Gas Company estimated earnings for fiscal 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL FUEL GAS COMPANY By: /s/ James R. Peterson _________________________________ James R. Peterson Assistant Secretary 4 EXHIBIT INDEX Exhibit Number Description 99(a) Press Release issued July 25, 2001 regarding National Fuel Gas Company earnings for the first quarter 99(b) Press Release issued July 25, 2001 regarding Seneca Resources Corporation earnings for the first quarter 99(c) Press Release issued July 26, 2001 regarding National Fuel Gas Company estimated earnings for fiscal 2002 EX-99.A 2 y51860ex99-a.txt PRESS RELEASE 1 Exhibit 99(a) NATIONAL FUEL REPORTS THIRD QUARTER RESULTS (July 25, 2001) Buffalo, New York: National Fuel Gas Company ("National Fuel" or the "Company") (NYSE: NFG) today reported earnings for the third quarter ended June 30, 2001 of $36.6 million, or $0.93 per share ($0.91 per share on a diluted basis). This compares with earnings of $9.1 million, or $0.23 per basic and diluted common share for the quarter ended June 30, 2000. Earnings for the first nine months of fiscal 2001 were $164.9 million, or $4.18 per share ($4.10 per share on diluted basis). This compares with earnings of $125.0 million, or $3.20 per share ($3.17 per share on a diluted basis), for the first nine months of fiscal 2000. Bernard J. Kennedy, Chairman and Chief Executive Officer, stated: "The earnings this quarter were achieved despite the recent decline in commodity prices for oil and natural gas. Increased production, as well as a prudent hedging strategy for this production, places us well on our way to delivering our estimated record earnings of $4.25 to $4.35 per diluted common share for fiscal 2001."* DISCUSSION OF THIRD QUARTER RESULTS The increase in earnings of $27.5 million for the quarter as compared with the prior year's quarter was the result of higher earnings in the Exploration and Production, Pipeline and Storage, Utility and Timber segments. Earnings were also impacted as the result of a reduced loss in the Energy Marketing segment. Higher earnings were offset in part by a slightly higher loss in the International segment. In the Exploration and Production segment, earnings for the quarter ended June 30, 2001 were $19.9 million, up $13.9 million from the prior year's third quarter. Record quarterly production volumes, which included a 65% increase in oil production largely attributable to the Canadian properties that National Fuel acquired in June 2000, combined with higher natural gas prices were major contributors to this segment's higher earnings. Included in this segment's results is a $2.5 million (after tax) positive valuation of derivative instruments used for hedging -MORE- 2 NATIONAL FUEL SECOND QUARTER EARNINGS JULY 25, 2001 PAGE 2. oil and gas prices. Also, last year's third quarter results included a $5.2 million (after tax) negative valuation of derivative instruments. Additional details on the activities of Seneca Resources Corporation ("Seneca Resources") can be found in the separate press release issued today by Seneca Resources. In addition to this quarter's earnings news, the Company completed the acquisition of Canadian producer Player Petroleum Corporation ("Player"). Mr. Kennedy added: "Our acquisition of Player last month increased our gas reserves as well as our presence in Western Canada. The additional natural gas production from these properties will provide more balance in our production mix."* In the Pipeline and Storage segment, earnings of $13.0 million for the quarter ended June 30, 2001 were up $5.6 million compared to the third quarter of fiscal 2000. The main reason for the increase was higher efficiency gas revenues compared to a year ago. The Utility segment's third quarter fiscal 2001 earnings were $6.1 million, or $.6 million more than the third quarter of fiscal 2000. A key factor in this quarter's earnings improvement is lower operating and maintenance expenses reflecting the benefit of the early retirement offers in New York and Pennsylvania that occurred in the first and second quarters of the fiscal year. Partially offsetting these results are lower throughput resulting from conservation efforts made by retail customers, and lower transportation revenues primarily from commercial and industrial customers impacted by a slowing economy. A gain realized on the sale of timber properties, together with higher margins on timber sales, resulted in the Timber segment's third quarter earnings of $2.2 million, or $1.1 million more than the prior year's third quarter. -MORE- 3 NATIONAL FUEL SECOND QUARTER EARNINGS JULY 25, 2001 PAGE 3. The Energy Marketing segment's third quarter fiscal 2001 loss of $3.0 million was $6.4 million less than last year's third quarter loss. Last year's third quarter results reflected a negative $9.0 million (after tax) mark to market adjustment on derivative financial instruments. This year's third quarter results reflect a 5% decline in natural gas sales volumes, a loss on gas sales and higher operating and maintenance expense, mainly attributable to higher bad debt expense. The International segment's loss for the third quarter of fiscal 2001 of $1.9 million was $0.5 million more than the loss in the prior year's quarter. The increased loss can be attributed primarily to higher operating and maintenance expenses. While margins benefited from colder weather quarter to quarter as seen in higher heating revenues, this was largely offset by a decline in electric revenues as a result of the scheduled shutdown of a generating turbine and a decline in electric rates. The decrease in the market price of National Fuel's stock from $53.58 at March 31, 2001 to $51.99 at June 30, 2001 resulted in the reversal of $1.4 million (after tax) of previously recorded expense for Stock Appreciation Rights ("SARs"). This reversal of expense is spread across all segments with the greatest impact on Pipeline and Storage. In an effort to remove the impact to earnings caused by the more recent volatility in the Company's stock price, on July 12, 2001, the Company announced its intention to convert virtually all outstanding SARs into stock options and eliminate all future awards of SARs. The Directors have called a special meeting of stockholders on September 19, 2001 to vote on this proposed action. In other news this quarter, on June 14, 2001, National Fuel announced a 2 for 1 stock split of the Company's common shares. The record date for the split is August 24, 2001 with a payable date of September 7, 2001. -MORE- 4 NATIONAL FUEL SECOND QUARTER EARNINGS JULY 25, 2001 PAGE 4. DISCUSSION OF NINE MONTHS RESULTS The increase in earnings of $39.9 million for the nine months ended June 30, 2001 as compared with the same period last year is mainly the result of higher earnings in the Exploration and Production, and Pipeline and Storage segments. The Exploration and Production segment's increased earnings are principally the result of an increase in oil production combined with higher commodity prices. Also included in the Exploration and Production segment's increase in earnings is the net mark-to-market impact on derivative financial instruments of a positive $16.3 million (after tax). The Pipeline and Storage segment's earnings reflect greater efficiency gas revenues and other income realized upon the buy-out by a customer of a long-term transportation contract. Also, for the reason described above, the Energy Marketing segment's loss is less than in the prior year. These higher earnings were offset in part by lower earnings in the Utility and International segments and a net loss in the All Other category. In the Utility segment, a $10.0 million decrease in rates in the New York jurisdiction, a first quarter early retirement expense in Pennsylvania, and a second quarter early retirement expense in New York were the principal factors for lower earnings. In the International segment, lower heat and electric margins have had a negative impact on earnings. In the All Other category, the net loss is primarily the result of Upstate Energy Inc.'s second quarter inventory write-down. The Company will host a conference call on Thursday, July 26, 2001 at 10:45 a.m. (Eastern Time) to discuss this announcement. There are two ways to access this call: first, you may go to the Company's home page at its Internet Web site http://www.nationalfuelgas.com and click on the words "Conference Call"; and second, for those without Internet access, a toll free number may be used. Please call 1-888-552-9483 and use the passcode "National Fuel" to listen to the live call. For those unable to listen to the live broadcast, a replay will be available at -MORE- 5 NATIONAL FUEL SECOND QUARTER EARNINGS JULY 25, 2001 PAGE 5. the above-mentioned Internet Web site beginning about one hour after the call. In addition, the call will be recorded and a toll-free replay will be available for playback by telephone approximately one hour after the call is completed at 1-800-938-1105 (no passcode is required). These replays will remain available until the end of business on Thursday, August 2, 2001. National Fuel is an integrated energy company with $3.6 billion in assets comprised of the following six operating segments: Utility, Pipeline and Storage, Exploration and Production, International, Energy Marketing, and Timber. Additional information about National Fuel is available on its Internet Web site: http://www.nationalfuelgas.com or through its investor information service at 1-800-334-2188. - -------------------------------------------------------------------------------- Certain statements contained herein, including those which are designated with an "*", are "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in economic conditions or weather conditions; changes in the availability or price of natural gas and oil; significant changes in competitive conditions affecting the Company; governmental/regulatory actions, initiatives and proceedings, including those affecting acquisitions, financings, allowed rates of return, industry and rate structure, franchise renewal, and environmental/safety requirements; significant changes from expectations in actual capital expenditures and operating expenses and unanticipated project delays or changes in project costs; the nature and projected profitability of pending and potential projects and other investments; uncertainty of oil and gas reserve estimates; ability to successfully identify and finance oil and gas property acquisitions and ability to operate existing and any subsequently acquired business or properties; ability to successfully identify, drill for and produce economically viable natural gas and oil reserves; significant changes from expectations in the Company's actual production levels for natural gas or oil; inability of the various counterparties to meet their obligations with respect to the Company's financial instruments; regarding foreign operations - changes in foreign trade and monetary policies, laws, and regulations related to foreign operations, political and governmental changes, inflation and exchange rates, taxes and operating conditions; significant changes in tax rates or policies or in rates of inflation or interest; significant changes in the Company's relationship with its employees and the potential adverse effects if labor disputes or grievances were to occur; or changes in accounting principles or the application of such principles to the Company. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Analyst Contact: Margaret Suto (716) 857-6987 Media Contact: Julie Coppola Cox (716) 857-7079 -MORE- 6 Page 6 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES (Thousands of Dollars, except per share amounts)
Three Months Ended Nine Months Ended June 30, June 30, (Unaudited) (Unaudited) -------------------------------- -------------------------------- SUMMARY OF OPERATIONS 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Operating Revenues $ 406,494 $ 281,201 $ 1,845,867 $ 1,175,999 ------------ ------------ ------------ ------------ Operating Expenses: Purchased Gas 168,355 94,883 985,961 441,912 Fuel Used in Heat and Electric Generation 10,493 9,896 47,718 46,563 Operation and Maintenance 82,029 85,179 271,974 258,451 Property, Franchise and Other Taxes 18,487 14,794 67,413 61,195 Depreciation, Depletion and Amortization 42,593 35,083 123,693 102,685 Income Taxes - Current 29,732 10,038 102,435 62,445 - Deferred (4,798) 1,285 8,376 11,394 ------------ ------------ ------------ ------------ 346,891 251,158 1,607,570 984,645 ------------ ------------ ------------ ------------ Operating Income 59,603 30,043 238,297 191,354 Other Income 3,451 2,271 13,113 7,636 ------------ ------------ ------------ ------------ Income Before Interest Charges and Minority Interest in Foreign Subsidiaries 63,054 32,314 251,410 198,990 Interest Charges 26,573 23,665 84,454 71,746 Minority Interest in Foreign Subsidiaries 137 421 (2,078) (2,255) ------------ ------------ ------------ ------------ NET INCOME AVAILABLE FOR COMMON STOCK $ 36,618 $ 9,070 $ 164,878 $ 124,989 ============ ============ ============ ============ EARNINGS PER COMMON SHARE: Basic $ 0.93 $ 0.23 $ 4.18 $ 3.20 ============ ============ ============ ============ Diluted $ 0.91 $ 0.23 $ 4.10 $ 3.17 ============ ============ ============ ============ WEIGHTED AVERAGE COMMON SHARES: Used in Basic Calculation 39,575,072 39,177,148 39,478,598 39,058,490 ============ ============ ============ ============ Used in Diluted Calculation 40,282,805 39,677,909 40,199,481 39,470,417 ============ ============ ============ ============
7 Page 7 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES SEGMENT INFORMATION (Thousands of Dollars)
Three Months Ended Nine Months Ended June 30, June 30, (Unaudited) (Unaudited) ------------------------------------------- ------------------------------------------- Increase Increase 2001 2000 (Decrease) 2001 2000 (Decrease) ----------- ----------- ----------- ----------- ----------- ----------- OPERATING REVENUES Utility $ 199,807 $ 164,450 $ 35,357 $ 1,131,974 $ 744,040 $ 387,934 Pipeline and Storage 45,379 41,840 3,539 132,685 128,200 4,485 Exploration and Production 105,816 53,447 52,369 305,521 153,815 151,706 International 17,018 15,303 1,715 86,825 92,985 (6,160) Energy Marketing 57,024 25,653 31,371 234,584 108,561 126,023 Timber 7,924 10,662 (2,738) 33,496 30,933 2,563 ----------- ----------- ----------- ----------- ----------- ----------- Total Reportable Segments 432,968 311,355 121,613 1,925,085 1,258,534 666,551 All Other (55) 294 (349) 17,494 5,305 12,189 Intersegment Eliminations (26,419) (30,448) 4,029 (96,712) (87,840) (8,872) ----------- ----------- ----------- ----------- ----------- ----------- Total Consolidated $ 406,494 $ 281,201 $ 125,293 $ 1,845,867 $ 1,175,999 $ 669,868 =========== =========== =========== =========== =========== =========== OPERATING INCOME (LOSS) BEFORE INCOME TAXES Utility $ 19,204 $ 21,145 $ (1,941) $ 132,344 $ 137,586 $ (5,242) Pipeline and Storage 25,181 16,580 8,601 63,654 53,931 9,723 Exploration and Production 44,627 19,048 25,579 135,260 59,337 75,923 International (2,175) (1,836) (339) 13,814 17,955 (4,141) Energy Marketing (4,330) (14,671) 10,341 (468) (12,419) 11,951 Timber 3,574 3,001 573 11,883 10,353 1,530 ----------- ----------- ----------- ----------- ----------- ----------- Total Reportable Segments 86,081 43,267 42,814 356,487 266,743 89,744 All Other (1,007) (482) (525) (5,672) 443 (6,115) Corporate (537) (1,419) 882 (1,707) (1,993) 286 ----------- ----------- ----------- ----------- ----------- ----------- Total Consolidated $ 84,537 $ 41,366 $ 43,171 $ 349,108 $ 265,193 $ 83,915 =========== =========== =========== =========== =========== =========== NET INCOME Utility $ 6,143 $ 5,565 $ 578 $ 63,873 $ 68,843 $ (4,970) Pipeline and Storage 12,954 7,324 5,630 34,314 26,762 7,552 Exploration and Production 19,888 6,026 13,862 59,455 21,910 37,545 International (1,879) (1,394) (485) 3,142 7,606 (4,464) Energy Marketing (2,968) (9,390) 6,422 (1,099) (7,942) 6,843 Timber 2,240 1,155 1,085 7,362 6,175 1,187 ----------- ----------- ----------- ----------- ----------- ----------- Total Reportable Segments 36,378 9,286 27,092 167,047 123,354 43,693 All Other (114) (315) 201 (3,319) 212 (3,531) Corporate 354 99 255 1,150 1,423 (273) ----------- ----------- ----------- ----------- ----------- ----------- Total Consolidated $ 36,618 $ 9,070 $ 27,548 $ 164,878 $ 124,989 $ 39,889 =========== =========== =========== =========== =========== ===========
8 Page 8 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES SEGMENT INFORMATION (CONTINUED) (Thousands of Dollars)
Three Months Ended Nine Months Ended June 30, June 30, (Unaudited) (Unaudited) -------------------------------------- --------------------------------------- Increase Increase 2001 2000 (Decrease) 2001 2000 (Decrease) -------- -------- -------- -------- -------- -------- DEPRECIATION, DEPLETION AND AMORTIZATION: Utility $ 9,302 $ 8,886 $ 416 $ 27,364 $ 26,915 $ 449 Pipeline and Storage 5,682 5,704 (22) 18,125 17,614 511 Exploration and Production 23,975 16,943 7,032 66,887 48,057 18,830 International 2,866 2,598 268 8,824 8,311 513 Energy Marketing 53 50 3 169 150 19 Timber 684 880 (196) 2,232 1,572 660 -------- -------- -------- -------- -------- -------- Total Reportable Segments 42,562 35,061 7,501 123,601 102,619 20,982 All Other 30 21 9 90 64 26 Corporate 1 1 -- 2 2 -- -------- -------- -------- -------- -------- -------- Total Consolidated $ 42,593 $ 35,083 $ 7,510 $123,693 $102,685 $ 21,008 ======== ======== ======== ======== ======== ======== EXPENDITURES FOR LONG-LIVED ASSETS Utility $ 9,741 $ 14,492 $ (4,751) $ 28,614 $ 43,101 $(14,487) Pipeline and Storage 5,484 5,115 369 18,957 29,540* (10,583) Exploration and Production 136,070 170,110 (34,040) 226,270 220,213 6,057 International 2,246 2,226 20 12,055 6,307 5,748 Energy Marketing 20 19 1 52 19 33 Timber 566 7,138 (6,572) 3,349 11,414 (8,065) -------- -------- -------- -------- -------- -------- Total Reportable Segments 154,127 199,100 (44,973) 289,297 310,594 (21,297) All Other 529 3 526 901 3,607 (2,706) -------- -------- -------- -------- -------- -------- Total Consolidated $154,656 $199,103 $(44,447) $290,198 $314,201 $(24,003) ======== ======== ======== ======== ======== ========
* Includes $1.2 million in a stock-for-asset swap. DEGREE DAYS
Percent Colder (Warmer) Than: Normal 2001 2000 Normal Last Year ------ ---- ---- ------ --------- Three Months Ended June 30 Buffalo, NY 969 779 936 (19.6) (16.8) Erie, PA 873 739 835 (15.3) (11.5) Nine Months Ended June 30 Buffalo, NY 6,669 6,503 6,090 (2.5) 6.8 Erie, PA 6,079 6,183 5,478 1.7 12.9
9 Page 9 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES EXPLORATION AND PRODUCTION INFORMATION
Three Months Ended Nine Months Ended June 30, June 30, ------------------------------------- ------------------------------------- Increase Increase 2001 2000 (Decrease) 2001 2000 (Decrease) --------- -------- -------- --------- --------- -------- GAS PRODUCTION/PRICES: - ---------------------- Production (MMcf) Gulf Coast 7,665 8,860 (1,195) 21,080 24,948 (3,868) West Coast 1,078 1,058 20 3,176 3,301 (125) Appalachia 968 1,100 (132) 3,074 3,252 (178) Canada 111 17 94 341 17 324 --------- -------- -------- --------- --------- -------- 9,822 11,035 (1,213) 27,671 31,518 (3,847) ========= ======== ======== ========= ========= ======== Average Prices (Per Mcf) Gulf Coast $ 4.57 $ 3.57 $ 1.00 $ 5.84 $ 2.93 $ 2.91 West Coast 13.32 3.58 9.74 12.59 3.02 9.57 Appalachia 5.65 3.03 2.62 5.27 2.94 2.33 Canada 4.08 2.68 1.40 4.67 2.68 1.99 Weighted Average 5.63 3.52 2.11 6.54 2.94 3.60 Weighted Average after Hedging 4.75 2.57 2.18 4.60 2.65 1.95 OIL PRODUCTION/PRICES: - ---------------------- Production (Thousands of Barrels) Gulf Coast 554 372 182 1,378 1,025 353 West Coast 696 714 (18) 2,155 2,106 49 Appalachia 2 3 (1) 5 7 (2) Canada 757 128 629 2,275 128 2,147 --------- -------- -------- --------- --------- -------- 2,009 1,217 792 5,813 3,266 2,547 ========= ======== ======== ========= ========= ======== Average Prices (Per Barrel) Gulf Coast $ 26.49 $ 28.83 $ (2.34) $ 28.33 $ 27.06 $ 1.27 West Coast 23.33 24.15 (0.82) 24.73 22.70 2.03 Appalachia 26.85 27.16 (0.31) 29.15 24.23 4.92 Canada 23.92 28.58 (4.66) 25.07 28.58 (3.51) Weighted Average 24.43 26.06 (1.63) 25.72 24.30 1.42 Weighted Average after Hedging 21.15 23.52 (2.37) 21.63 20.22 1.41
10 Page 10 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES UTILITY THROUGHPUT - (MILLIONS OF CUBIC FEET - MMCF)
Three Months Ended Nine Months Ended June 30, June 30, ---------------------------------------- -------------------------------------- Increase Increase 2001 2000 (Decrease) 2001 2000 (Decrease) ---- ---- ---------- ---- ---- ---------- Residential Sales 10,643 11,305 (662) 68,491 62,766 5,725 Commercial Sales 1,781 1,907 (126) 13,081 11,425 1,656 Industrial Sales 809 851 (42) 3,468 2,929 539 ------ ------ ------ ------- ------- ----- 13,233 14,063 (830) 85,040 77,120 7,920 ------ ------ ------ ------- ------- ----- Off-System Sales 2,493 2,295 198 9,977 10,916 (939) Transportation 14,903 17,085 (2,182) 56,267 60,763 (4,496) ------ ------ ------ ------- ------- ----- 30,629 33,443 (2,814) 151,284 148,799 2,485 ====== ====== ====== ======= ======= =====
PIPELINE & STORAGE THROUGHPUT- (MMCF)
Three Months Ended Nine Months Ended June 30, June 30, --------------------------------- --------------------------------- Increase Increase 2001 2000 (Decrease) 2001 2000 (Decrease) ---- ---- ---------- ---- ---- ---------- Firm Transportation - Affiliated 19,822 18,780 1,042 112,530 100,147 12,383 Firm Transportation - Non-Affiliated 33,018 34,054 (1,036) 135,506 137,428 (1,922) Interruptible Transportation 6,202 4,752 1,450 14,820 7,199 7,621 ------ ------ ----- ------- ------- ------ 59,042 57,586 1,456 262,856 244,774 18,082 ====== ====== ===== ======= ======= ======
ENERGY MARKETING VOLUMES
Three Months Ended Nine Months Ended June 30, June 30, --------------------------------------- ------------------------------------- Increase Increase 2001 2000 (Decrease) 2001 2000 (Decrease) ---- ---- ---------- ---- ---- ---------- Natural Gas (MMcf) 8,794 9,233 (439) 31,825 31,496 329 ===== ===== ==== ====== ====== ===
INTERNATIONAL SALES VOLUMES
Three Months Ended Nine Months Ended June 30, June 30, -------------------------------------- ---------------------------------------- Increase Increase 2001 2000 (Decrease) 2001 2000 (Decrease) ---- ---- ---------- ---- ---- ---------- Heating (Gigajoules) 1,538,739 1,199,835 338,904 9,152,522 9,464,307 (311,785) ========= ========= ========= ========= ========= ========= Electricity (Megawatt hours) 225,112 271,823 (46,711) 847,042 911,520 (64,478) ========= ========= ========= ========= ========= =========
TIMBER BOARD FEET (THOUSANDS)
Three Months Ended Nine Months Ended June 30, June 30, ------------------------------------ -------------------------------- Increase Increase 2001 2000 (Decrease) 2001 2000 (Decrease) ---- ---- --------- ----- ----- ---------- Log Sales 1,764 2,331 (567) 6,912 7,439 (527) Green Lumber Sales 2,744 2,251 493 7,827 6,405 1,422 Kiln Dry Lumber Sales 2,349 2,046 303 6,602 5,343 1,259 ----- ----- --- ------ ------ ----- 6,857 6,628 229 21,341 19,187 2,154 ===== ===== === ====== ====== =====
11 Page 11 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
QUARTER ENDED JUNE 30 (UNAUDITED) 2000* 1999 - --------------------------------- -------------- -------------- Operating Revenues $ 406,494,000 $ 281,201,000 ============== ============== Net Income Available for Common Stock $ 36,618,000 $ 9,070,000 ============== ============== Earnings Per Common Share: Basic $ 0.93 $ 0.23 ============== ============== Diluted $ 0.91 $ 0.23 ============== ============== Weighted Average Common Shares: Used in Basic Calculation 39,575,072 39,177,148 ============== ============== Used in Diluted Calculation 40,282,805 39,677,909 ============== ============== NINE MONTHS ENDED JUNE 30 (UNAUDITED) Operating Revenues $1,845,867,000 $1,175,999,000 ============== ============== Net Income Available for Common Stock $ 164,878,000 $ 124,989,000 ============== ============== Earnings Per Common Share: Basic $ 4.18 $ 3.20 ============== ============== Diluted $ 4.10 $ 3.17 ============== ============== Weighted Average Common Shares: Used in Basic Calculation 39,478,598 39,058,490 ============== ============== Used in Diluted Calculation 40,199,481 39,470,417 ============== ============== TWELVE MONTHS ENDED JUNE 30 (UNAUDITED) Operating Revenues $2,095,145,000 $1,366,789,000 ============== ============== Net Income Available for Common Stock $ 167,096,000 $ 129,422,000 ============== ============== Earnings Per Common Share: Basic $ 4.24 $ 3.32 ============== ============== Diluted $ 4.16 $ 3.28 ============== ============== Weighted Average Common Shares: Used in Basic Calculation 39,431,288 38,994,910 ============== ============== Used in Diluted Calculation 40,137,314 39,414,923 ============== ==============
EX-99.B 3 y51860ex99-b.txt PRESS RELEASE 1 Exhibit 99(b) Seneca Resources Corporation Announces Third Quarter Record Production (July 25, 2001) Buffalo, New York: Seneca Resources Corporation ("Seneca"), the exploration and production subsidiary of National Fuel Gas Company ("National Fuel") (NYSE: NFG), today announced record results for its quarter which ended June 30, 2001, which is the third quarter of fiscal year 2001. Third quarter total revenue was $105.8 million and net income was $19.9 million for a contribution of $0.50 per basic share to National Fuel's third quarter earnings. Compared to the third quarter of fiscal 2000, total revenues increased by $52.4 million, or 98%, and net income increased by $13.9 million, or 230%. Increased production and higher commodity prices for natural gas contributed significantly to the earnings increase. Average oil prices (before hedging) decreased 6.2% to $24.43 per barrel (BBL) while average natural gas prices (before hedging) rose 60% to $5.63 per thousand cubic feet (MCF) compared to the prior year's third quarter. Production for the quarter increased 19% from last year's third quarter to a record 21.9 billion cubic feet equivalent (BCFE). Production increases over the third quarter of last year were recorded from Seneca's operations in Canada, while production from its properties in California and the Gulf remained nearly flat. Seneca maintained a limited steaming operation in California in the Midway-Sunset Field and anticipates that with the current downward trend in natural gas prices, full steaming operation will resume by October 1, 2001.* In the Gulf of Mexico, Eugene Island 271, Seneca's #1 Well was drilled to a total depth of 10,304 feet and encountered 72 feet of net pay sand. Seneca owns a 100% working interest in this well and it is expected to be on production by mid-November 2001.* Hedging expense for the quarter was $11.4 million, a decrease of $10.2 million from the third quarter of fiscal 2000. Pre-tax hedging income of $3.9 million was recorded for the quarter, which represents Seneca's mark-to-market exposure for the total value of no cost collars and puts. Beginning July 1, 2001, the quarterly mark-to-market adjustments for the time value of the no-cost collars and the quarterly mark-to-market adjustments for the purchased puts, which meet effectiveness criteria, will be recorded in the Comprehensive Income Statement until settled. -MORE- 2 SENECA RESOURCES THIRD QUARTER EARNINGS FY 01 JULY 25, 2001 PAGE 2. Seneca's exploration and development drilling programs posted solid results this quarter. A total of 46 gross wells were drilled this quarter, 35 in the U.S. and 11 in Canada, with a 98% success rate. For the first nine months of fiscal 2001, Seneca drilled a total of 168 wells with a 91% success rate. Additionally, the Minerals Management Service has awarded Seneca seven blocks from the Federal Lease Sale 178 held on March 28, 2001. Seneca's Canadian subsidiary, National Fuel Exploration Corp. ("NFE"), drilled a total of 11 wells in the quarter with a 100% success rate. It is expected that the acquisition in June 2001 of Player Petroleum Corporation ("Player") will increase the number of wells drilled in Canada this year.* During the first nine months of Fiscal 2001, NFE drilled a total of 57 wells and expects to drill an additional 37 wells in the fourth quarter of 2001, 15 of which are related to the Player acquisition.* Seneca's production for the fourth quarter of fiscal 2001 is forecast to show a significant increase over last year's fourth quarter.* The closing of the previously announced Player acquisition in Canada, the ramping up of steaming operations in California, and improving production from our East and Gulf divisions should enable Seneca to reach a production total for Fiscal 2001 of 88 BCFE.* The outlook for fiscal 2002 is for continued growth in production, which will represent Seneca's seventh straight year of production increases.* The forecast for fiscal 2002 is to produce about 100 BCFE with oil representing 51% of this production.* Production for 2002 has already been hedged, with 63% of the expected gas production hedged at an average price of $3.86 per MCF and 72% of the expected oil production hedged at an average price of $22.75 per BBL. A detailed hedging summary can be found at the end of this press release and on Seneca's Web site at www.srcx.com. Seneca's anticipated capital budget for Fiscal 2002 is $162 million and includes plans to drill approximately 275 new wells with activity focused in California, Canada and Pennsylvania.* A total of 264 wells of these 275 new wells will be drilled in these regions.* In addition to continued growth, the outlook for 2002 includes cost savings which are expected to positively impact earnings.* Seneca's expenses per thousand cubic feet equivalent (MCFE) for fiscal 2002 are expected to be reduced.* The benefits of the Player acquisition and lower production -MORE- 3 SENECA RESOURCES THIRD QUARTER EARNINGS FY 01 JULY 25, 2001 PAGE 3. taxes will improve projected earnings at current prices.* Seneca will continue to emphasize cost reductions for General and Administrative expense; Lease Operating Expense should gradually decrease as natural gas prices drop; and Depreciation, Depletion and Amortization is expected to be $1.02 per MCFE which compares to $1.10 per MCFE for the third quarter of Fiscal 2001. Seneca Resources Corporation is the exploration and production subsidiary of National Fuel Gas Company. National Fuel Gas Company is an integrated energy company with $3.6 billion in assets comprised of the following six operating segments: Utility, Pipeline and Storage, Exploration and Production, International, Energy Marketing and Timber. Seneca Resources Corporation, headquartered in Houston, Texas, explores for and produces natural gas and oil in the lower 48 States, the Gulf of Mexico and, through its subsidiary National Fuel Exploration Corp., in Canada. Additional information about National Fuel and Seneca Resources is available at http://www.nationalfuelgas.com or through its investor information service at 1-800-334-2188; information about Seneca Resources is also available directly at http://www.srcx.com. *Certain statements contained herein, including those which are designated with an "*", are "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The expectations, beliefs and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in economic conditions or weather conditions; changes in the availability or price of natural gas and oil; significant changes in competitive conditions affecting the company; governmental/regulatory actions, initiatives and proceedings, including those affecting acquisitions, financings, allowed rates of return, industry and rate structure, franchise renewal, and environmental/safety requirements; significant changes from expectations in actual capital expenditures and operating expenses and unanticipated project delays or changes in project costs; the nature and projected profitability of pending and potential projects and other investments; occurrences affecting the company's ability to obtain funds from operations, debt or equity to finance needed capital expenditures and other investments; uncertainty of oil and gas reserve estimates; ability to successfully identify and finance oil and gas property acquisitions and ability to operate existing and any subsequently acquired business or properties; ability to successfully identify, drill for and produce economically viable natural gas and oil reserves; significant changes from expectations in the company's actual production levels for natural gas or oil; changes in the availability or price of derivative financial instruments; changes in the price of natural gas or oil and the related effect given the accounting treatment or valuation of these financial instruments; inability of the various counterparties to meet their obligations with respect to the company's financial instruments; regarding foreign operations - changes in foreign trade and monetary policies, laws, and regulations related to foreign operations, political and governmental changes, inflation and exchange rates, taxes and operating conditions; significant changes in tax rates or policies or in rates of inflation or interest; significant changes in the company's relationship with its employees and contractors and the potential adverse effects if labor disputes or grievances were to occur; or changes in accounting principles or the application of such principles to the company. The company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Media Contact: Julie Coppola Cox (716) 857-7079 Analyst Contact: Margaret Suto (716) 857-6987 -MORE- 4 SENECA RESOURCES THIRD QUARTER EARNINGS FY 01 JULY 25, 2001 PAGE 4.
3RD QUARTER RESULTS YEAR TO DATE RESULTS ------------------- -------------------- 2001 2000 INCREASE/ 2001 2000 INCREASE/ (DECREASE) (DECREASE) Financial Results (IN MILLIONS OF DOLLARS) Revenue $105.8 $53.4 98% $305.5 $153.8 99% Operating Expenses $61.1 $34.4 78% $170.3 $94.5 80% EBITDA $68.6 $36.0 91% $202.1 $107.4 88% Operating Income (before income taxes) $44.6 $19.0 134% $135.3 $59.3 128% Net Income $19.9 $6.0 230% $59.5 $21.9 171% Operating Performance Statistics Production (BCFE) 21.9 18.3 19% 62.6 51.1 22% Operating Performance General & Administrative Expense/MCFe $0.25 $0.20 25% $0.26 $0.17 53% Lease Operating Expense/MCFe $0.77 $0.52 48% $0.74 $0.51 45% Depreciation, Depletion & Amortization/MCFe $1.10 $0.92 20% $1.07 $0.94 14% Commodity Prices (Before Hedging) Avg. Oil Price/barrel $24.43 $26.06 (6%) $25.72 $24.30 6% Avg. Gas Price/MCF $5.63 $3.52 60% $6.54 $2.94 122% Commodity Prices (After Hedging) Avg. Oil Price/barrel $21.15 $23.52 (10%) $21.63 $20.22 7% Avg. Gas Price/MCF $4.75 $2.57 85% $4.60 $2.65 74%
-MORE- 5 SENECA RESOURCES THIRD QUARTER EARNINGS FY 01 JULY 25, 2001 PAGE 5. Hedging Summary for Fiscal 2001 (remaining three months)
SWAPs Volume Average Hedge Price - ----- ------ ------------------- Oil 0.95 MMBBL $20.99/BBL Gas 6.9 BCF $3.56/MCF
No-cost Collars Volume Floor Price Ceiling Price - --------------- ------ ----------- ------------- Oil 0.51 MMBBL $22.26 $29.22 Gas 1.4 BCF $3.98 $5.57
Hedging Summary for Fiscal 2002
SWAPs Volume Average Hedge Price - ----- ------ ------------------- Oil 4.8 MMBBL $22.98/BBL Gas 26.4 BCF $3.82/MCF
PUTS Volume Average Hedge Price - ---- ------ ------------------- Oil - - Gas 2.5 BCF $4.12/MCF
No-cost Collars Volume Floor Price Ceiling Price - --------------- ------ ----------- ------------- Oil 1.3 MMBBL $21.91 $28.26 Gas 2.8 BCF $4.11 $5.61
-30- EX-99.C 4 y51860ex99-c.txt PRESS RELEASE 1 Exhibit 99(c) NATIONAL FUEL PROVIDES REVISED EARNINGS FORECAST FOR FISCAL YEAR 2002 (July 26, 2001) Buffalo, New York: Today National Fuel Gas Company (NYSE: NFG) conducted a public conference call following the release of its earnings report for the third quarter of its 2001 Fiscal Year. The third quarter ended on June 30, 2001. During the publicly available broadcast, the company offered revised earnings projections for its Fiscal Year 2002, which begins October 1, 2001 and concludes on September 30, 2002. "We are obviously pleased with the record earnings for the quarter, our prospects for a record 2001 and the foundation this gives us for the future,"* said Philip C. Ackerman, President, National Fuel Gas Company. "The fundamentals are in place for a strong performance in 2002 in spite of the current drop in natural gas prices.* In a time of rapidly changing commodity prices it is important that we keep the investing community fully informed, that we remain responsive and examine our earnings forecast. And in keeping with our traditional conservative bias we are revising our forecast of Fiscal 2002 earnings to the range of $4.10 - $4.20 per diluted share.* This forecast does not anticipate any increases in commodity price or any future acquisitions or expansions similar to those we have repeatedly made in recent years." A toll-free replay of the July 26, 2001 conference call is available by telephone at 1-800-938-1105 (no passcode is required) or at www.nationalfuelgas.com (click on the words "Conference Call") until the end of business on Thursday, August 2, 2001. National Fuel is an integrated energy company with $3.6 billion in assets comprised of the following six operating segments: Utility, Pipeline and Storage, Exploration and Production, International, Energy Marketing, and Timber. Additional information about National Fuel is available on its Internet Web site: http://www.nationalfuelgas.com or through its investor information service at 1-800-334-2188. -MORE- 2 NATIONAL FUEL REVISES FISCAL 2002 EARNINGS ESTIMATES JULY 26, 2001 PAGE 2. Certain statements contained herein, including those which are designated with an "*", are "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in economic conditions, demographic patterns or weather conditions; changes in the availability or price of natural gas and oil; inability to obtain new customers or retain existing ones; significant changes in competitive conditions affecting the Company; governmental/regulatory actions, initiatives and proceedings, including those affecting acquisitions, financings, allowed rates of return, industry and rate structure, franchise renewal, and environmental/safety requirements; unanticipated impacts of restructuring initiatives in the natural gas and electric industries; significant changes from expectations in actual capital expenditures and operating expenses and unanticipated project delays or changes in project costs; the nature and projected profitability of pending and potential projects and other investments; occurrences affecting the Company's ability to obtain funds from operations, debt or equity to finance needed capital expenditures and other investments; uncertainty of oil and gas reserve estimates; ability to successfully identify and finance oil and gas property acquisitions and ability to operate and integrate existing and any subsequently acquired business or properties; ability to successfully identify, drill for and produce economically viable natural gas and oil reserves; significant changes from expectations in the Company's actual production levels for natural gas or oil; changes in the availability or price of derivative financial instruments; changes in the price of natural gas or oil and the related effect given the accounting treatment or valuation of related derivative financial instruments; inability of the various counterparties to meet their obligations with respect to the Company's financial instruments; regarding foreign operations - changes in foreign trade and monetary policies, laws, and regulations related to foreign operations, political and governmental changes, inflation and exchange rates, taxes and operating conditions; significant changes in tax rates or policies or in rates of inflation or interest; significant changes in the Company's relationship with its employees and contractors and the potential adverse effects if labor disputes, grievances or shortages were to occur; or changes in accounting principles or the application of such principles to the Company. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Analyst Contact: Margaret Suto (716) 857-6987 Media Contact: Julie Coppola Cox (716) 857-7079 -30- -----END PRIVACY-ENHANCED MESSAGE-----