-----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, JsrYOrjJjxo5gWp7TDIyWUuEmalXhFZGu404iP2OhI4tvVMxeX/Q6HxxwHbj6QCE CEmcga0pkzRbXT6VbEAGhg== 0001079182-00-000038.txt : 20000502 0001079182-00-000038.hdr.sgml : 20000502 ACCESSION NUMBER: 0001079182-00-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000501 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NIAGARA MOHAWK HOLDINGS INC/NY CENTRAL INDEX KEY: 0001079182 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 161549726 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25595 FILM NUMBER: 615276 BUSINESS ADDRESS: STREET 1: 300 ERIE BLVD WEST CITY: SYRACUSE STATE: NY ZIP: 13202 BUSINESS PHONE: 3154741511 MAIL ADDRESS: STREET 1: 300 ERIE BLVD WEST CITY: SYRACUSE STATE: NY ZIP: 13202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NIAGARA MOHAWK POWER CORP /NY/ CENTRAL INDEX KEY: 0000071932 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 150265555 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02987 FILM NUMBER: 615277 BUSINESS ADDRESS: STREET 1: 300 ERIE BLVD W CITY: SYRACUSE STATE: NY ZIP: 13202 BUSINESS PHONE: 3154741511 MAIL ADDRESS: STREET 1: 300 ERIE BLVD W CITY: SYRACUSE STATE: NY ZIP: 13202 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL NEW YORK POWER CORP DATE OF NAME CHANGE: 19710419 8-K 1 As filed with the Securities and Exchange Commission on May 1, 2000 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 - MAY 1, 2000 Commission Registrant, State of Incorporation I.R.S. Employer File Number Address and Telephone Number Identification No. - ----------- ---------------------------------- ------------------ 0-25595 NIAGARA MOHAWK HOLDINGS, INC. 16-1549726 (a New York corporation) 300 Erie Boulevard West Syracuse, New York 13202 Telephone 315-474-1511 1-2987 NIAGARA MOHAWK POWER CORPORATION 15-0265555 (a New York corporation) 300 Erie Boulevard West Syracuse, New York 13202 Telephone 315-474-1511 Item 5. Other Events - --------------------- (a) On May 1, 2000, Niagara Mohawk Holdings, Inc. issued a press release relating to its first quarter earnings for 2000. See attached Exhibit No. 99. Item 7. Financial Statements and Exhibits - ------------------------------------------ (c) Exhibits - Following is the list of Exhibits furnished in accordance with the provisions of Item 601 of Regulation S-K, filed as part of this current report on Form 8-K. Exhibit No. 99 - Press release of Niagara Mohawk Holdings, Inc. issued on May 1, 2000 relating to its first quarter earnings for 2000. NIAGARA MOHAWK HOLDINGS, INC. AND SUBSIDIARY COMPANIES SIGNATURE --------- 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. NIAGARA MOHAWK HOLDINGS, INC. ----------------------------- (Registrant) Date: May 1, 2000 By: /s/Steven W. Tasker ------------------------------ Steven W. Tasker Vice President-Controller and Principal Accounting Officer, in his respective capacities as such NIAGARA MOHAWK POWER CORPORATION -------------------------------- (Registrant) Date: May 1, 2000 By: /s/Steven W. Tasker -------------------------------- Steven W. Tasker Vice President-Controller and Principal Accounting Officer, in his respective capacities as such EXHIBIT INDEX ------------- Following is the index of Exhibits furnished in accordance with the provisions of Item 601 of Regulation S-K, filed as part of this current report on Form 8-K. Exhibit No. 99 - Press release of Niagara Mohawk Holdings, Inc. issued on May 1, 2000 relating to its first quarter earnings for 2000. EX-99 2 Exhibit No. 99 News Release NIAGARA MOHAWK HOLDINGS REPORTS FIRST QUARTER RESULTS SYRACUSE, May 1 - Niagara Mohawk Holdings, Inc. (NYSE: NMK) today reported financial results for the first quarter 2000. Niagara Mohawk Holdings, Inc. (the company) is the parent company of Niagara Mohawk Power Corp. (Niagara Mohawk), a regulated energy delivery company. Earnings before interest, taxes, depreciation and amortization (EBITDA) for the twelve months ended March 31, 2000 were approximately $1.16 billion, compared to approximately $1.17 billion in the same period ended in 1999. The company reported earnings for the first quarter of 2000 of $14.5 million, or 8 cents per share, as compared to $50.8 million, or 27 cents per share, for the first quarter in 1999. Earnings in the first quarter 2000 were down primarily as a result of lower gas gross margin, which reduced earnings for the quarter by approximately $22.5 million, or 13 cents per share. Gas gross margins were lower in part because of a change in the regulatory adjustment mechanism used to record gas costs, the effect of which should reverse over the remainder of the year. First quarter 2000 earnings were also impacted by increased costs associated with the operation of the newly formed New York Independent System Operator (NYISO), which reduced earnings by approximately $14.3 million, or 8 cents per share. The NYISO, which began formal operations on December 1, 1999, replaced the New York Power Pool and now manages the bulk transmission system in New York State. The company experienced higher NYISO costs related to ancillary service charges and energy purchases. The NYISO and Niagara Mohawk have petitioned the FERC regarding the magnitude of NYISO charges for ancillary services and have asked the FERC to order a refund of some of these charges. Niagara Mohawk is unable to predict the FERC's response. In addition, the company believes that some portion of the NYISO charges will be reversed as the NYISO performs load reconciliations for the first quarter. The higher NYISO costs experienced by Niagara Mohawk are primarily related to start-up issues at the NYISO. The company expects that as the bulk power market matures these issues will be resolved. Additionally, earnings in the first quarter of 2000 were reduced by approximately $5 million, or 3 cents per share, by costs related to the Nine Mile Two refueling outage and by approximately $5 million, or 3 cents per share, as a result of the second phase of electric price reductions implemented as part of the company's current electric regulatory agreement. First quarter earnings reductions were partially offset by $12.3 million, or 7 cents per share, in decreased interest expense due to the retirement of over $1 billion in debt in 1999. "While earnings will continue to be depressed during the period in which we amortize the costs of the Master Restructuring Agreement, the company's strong cash flow allows us to continue with our aggressive debt retirement and share repurchase programs," said William E. Davis, chairman and chief executive officer of Niagara Mohawk Holdings. The company reported a loss of $71.4 million or a loss of 39 cents per share for the 12 months ended March 31, 2000, as compared to a loss of $117.7 million, or a loss of 67 cents per share, for the 12-month period a year ago. The loss for the 12-month period ended March 31, 1999 reflects the impact of the one-time, non-cash charge to earnings in 1998 of $171.1 million, or 97 cents per share, related to the MRA. Earnings for the 12-month periods ended March 31, 2000 and March 31, 1999 include charges of $251.2 million, or $1.36 per share, and $146.5 million, or $0.83 per share, respectively, for the non-cash amortization of the MRA regulatory asset. In addition, earnings for the 12 months ended March 31, 2000 include an extraordinary charge of $23.8 million, or 13 cents per share, related to the early retirement of debt. Niagara Mohawk's electric revenues in the first quarter of 2000 were $823.7 million, down 3.1 percent from the first quarter of 1999. Electric revenues for the 12 months ended March 31, 2000 were $3,221.7 million, down 0.8 percent compared to the same period in 1999. Retail sales of electricity decreased 8.0 percent and increased 0.6 percent for the 3-month and 12- month periods ended March 31, 2000, respectively, as compared to the same periods in 1999. Retail sales in the first quarter of 1999 include the one-time impact of billing customers on a monthly basis rather than bi-monthly. Retail revenues declined in part as more customers chose to buy energy from other companies under retail choice, as well as due to warmer weather and lower prices. Niagara Mohawk's natural gas revenues for 1999 were $245.1 million, down 0.5 percent from the first quarter of 1999. For the 12 months ended March 31, 2000, natural gas revenues were $578.4 million, up 0.4 percent, compared to the same period in 1999. Retail sales of natural gas for the 3 months and the 12 months ended March 31, 2000 decreased 6.6 percent and 4.9 percent, respectively, compared to the same periods in 1999. Total gas deliveries, which includes the transportation of customer-owned gas, were down 6.2 percent for the three months ended 2000, and up 2.9 percent for the twelve months ended March 31, 2000, respectively, as compared to the same periods in 1999. Consolidated Statements of Income will be filed today with the Securities and Exchange Commission on Form 8-K. The company will host a conference call at 10:00 a.m. EDT to discuss first-quarter results. In order to join the conference call, please dial 888-868-9078 after 9:50 a.m. For those unable to join the call at that time, a replay will be available for one week by calling 888-463-5487. NOTE: This release contains statements that constitute forward-looking information. Such statements are subject to certain risks, uncertainties and assumptions. All of these forward-looking statements are based on estimates and assumptions made by the company's management which, although believed by the company's management to be reasonable, are inherently uncertain. Such forward-looking statements are not guarantees of future performance or results and involve certain risks and uncertainties. Actual results or developments may differ materially from the forward-looking statements as a result of various factors. EX-99 3 NIAGARA MOHAWK HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
In thousands of dollars Three Months Ended Twelve Months Ended March 31, March 31, 2000 1999 2000 1999* ---- ---- ---- ---- OPERATING REVENUES: Electric $ 924,895 $ 864,678 $3,525,118 $3,341,658 Gas 263,599 254,407 620,418 605,526 Other 977 49 8,987 473 - --------------------------------------- ----------- ----------- ----------- ----------- 1,189,471 1,119,134 4,154,523 3,947,657 ----------- ----------- ----------- ----------- OPERATING EXPENSES: Electricity purchased 375,055 175,292 1,212,574 938,826 Fuel for electric generation 13,330 57,094 145,893 249,878 Gas purchased 156,986 115,258 339,369 292,426 Other operation and maintenance expenses 219,901 206,343 924,429 890,321 Power Choice charge - - - 263,227 Amortization of MRA regulatory asset 96,625 96,625 386,499 225,458 Depreciation and amortization 77,950 94,816 328,607 362,676 Other taxes 78,268 121,858 371,492 455,638 - --------------------------------------- ----------- ----------- ----------- ----------- 1,018,115 867,286 3,708,863 3,678,450 ----------- ----------- ----------- ----------- OPERATING INCOME 171,356 251,848 445,660 269,207 Other income (deductions) (4,918) (1,403) 280 52,341 - --------------------------------------- ----------- ----------- ----------- ----------- INCOME BEFORE INTEREST CHARGES 166,438 250,445 445,940 321,548 Interest charges 111,332 130,275 466,297 461,863 Preferred dividend requirement of subsidiary 7,904 9,024 35,688 36,356 - --------------------------------------- ----------- ----------- ----------- ----------- INCOME (LOSS) BEFORE FEDERAL & FOREIGN INCOME TAXES 47,202 111,146 (56,045) (176,671) Federal and foreign income taxes 32,728 60,314 (8,406) (58,983) - --------------------------------------- ----------- ----------- ----------- ----------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 14,474 50,832 (47,639) (117,688) Extraordinary item - Loss from the extinguishment of debt, net of income taxes of $12,819 - - (23,807) - - --------------------------------------- ----------- ----------- ----------- ----------- NET INCOME (LOSS) $ 14,474 $ 50,832 $ (71,446) $ (117,688) - --------------------------------------- =========== =========== =========== =========== AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (IN THOUSANDS) 177,352 187,365 184,201 176,776 BASIC AND DILUTED EARNINGS (LOSS) PER AVERAGE SHARE OF COMMON STOCK BEFORE EXTRAORDINARY ITEM $ 0.08 $ 0.27 $ (0.26) $ (0.67) EXTRAORDINARY ITEM PER AVERAGE SHARE OF COMMON STOCK - - (0.13) - - --------------------------------------- ----------- ----------- ----------- ----------- BASIC AND DILUTED EARNINGS (LOSS) PER AVERAGE SHARE OF COMMON STOCK $ 0.08 $ 0.27 $ (0.39) $ (0.67) - --------------------------------------- =========== =========== =========== =========== OTHER OPERATING DATA: Earnings before interest charges, interest income, income taxes, depreciation and amortization, and other regulatory adjustments (EBITDA) $1,159,000 $1,173,000 Net cash interest $ 377,000 $ 388,000 Ratio of EBITDA to net cash interest 3.1 3.0
NOTES: * Prior period consolidated financial statements have been prepared from Niagara Mohawk Power Corporation's period consolidated financial statements, except that accounts have been reclassified to reflect the Niagara Mohawk Holdings' structure. ** EBITDA for the twelve months ended March 31, 1999, which had been reported as of $1,245,500, has been restated reflecting a change in the Company's EBITDA calculation methodology. - - The above information is not given in connection with any sale or offer to sell or buy any stock or security. - - The Company files periodic reports pursuant to the Securities Exchange Act of 1934. Accordingly, with respect to the financial information set forth above, you are requested to refer to such filings for more detailed information. EX-99 4 NIAGARA MOHAWK POWER CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
In thousands of dollars THREE MONTHS ENDED TWELVE MONTHS ENDED MARCH 31, MARCH 31, 2000 1999 2000 1999 ---- ---- ---- ---- OPERATING REVENUES: Electric $ 823,672 $ 849,746 $3,221,683 $3,247,721 Gas 245,107 246,275 578,415 576,269 ----------- ----------- ----------- ----------- 1,068,779 1,096,021 3,800,098 3,823,990 - --------------------------------------- ----------- ----------- ----------- ----------- OPERATING EXPENSES: Electricity purchased: Independent power producers 78,869 109,611 308,005 548,781 Hydro/Fossil power purchase agreements 29,485 - 154,813 - NYISO 118,806 - 151,425 - Swap payments 17,539 21,874 93,841 73,042 Other 35,191 29,480 217,879 216,783 - --------------------------------------- ----------- ----------- ----------- ----------- 279,890 160,965 925,963 838,606 Fuel for electric generation 13,330 57,094 145,893 249,878 Gas purchased 138,432 107,346 297,809 264,035 Other operation and maintenance expenses 214,689 203,292 900,497 878,728 Power Choice charge - - - 263,227 Amortization of MRA regulatory asset 96,625 96,625 386,499 225,458 Depreciation and amortization 77,832 94,692 328,070 362,159 Other taxes 77,263 121,723 367,382 454,889 - --------------------------------------- ----------- ----------- ----------- ----------- 898,061 841,737 3,352,113 3,536,980 ----------- ----------- ----------- ----------- OPERATING INCOME 170,718 254,284 447,985 287,010 Other income (deductions) (7,365) (3,839) (9,208) 34,538 - --------------------------------------- ----------- ----------- ----------- ----------- INCOME BEFORE INTEREST CHARGES 163,353 250,445 438,777 321,548 Interest charges 111,332 130,275 466,297 461,863 - --------------------------------------- ----------- ----------- ----------- ----------- INCOME (LOSS) BEFORE FEDERAL & FOREIGN INCOME TAXES 52,021 120,170 (27,520) (140,315) Federal and foreign income taxes 31,188 60,314 (10,243) (58,983) - --------------------------------------- ----------- ----------- ----------- ----------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 20,833 59,856 (17,277) (81,332) Extraordinary item - Loss from the extinguishment of debt, net of income taxes of $12,819 - - (23,807) - - --------------------------------------- ----------- ----------- ----------- ----------- NET INCOME (LOSS) 20,833 59,856 (41,084) (81,332) Dividends on preferred stock 7,904 9,024 35,688 36,356 - --------------------------------------- ----------- ----------- ----------- ----------- BALANCE AVAILABLE FOR COMMON STOCK $ 12,929 $ 50,832 $ (76,772) $ (117,688) =========== =========== =========== ===========
NOTES: - - The above information is not given in connection with any sale or offer to sell or buy any stock or security. - - The Company files periodic reports pursuant to the Securities Exchange Act of 1934. Accordingly, with respect to the financial information set forth above, you are requested to refer to such filings for more detailed information. EX-99 5 NIAGARA MOHAWK HOLDINGS, INC. ----------------------------- (Unaudited) EARNINGS REPORT --------------- (In thousands of dollars)
THREE MONTHS ENDED TWELVE MONTHS ENDED MARCH 31, MARCH 31, 2000 1999 2000 1999 ---- ---- ---- ---- Operating Revenues $1,189,471 $1,119,134 $4,154,523 $3,947,657 Operating Income 171,356 251,848 445,660 269,207 Income (Loss) Before Extraordinary Item 14,474 50,832 (47,639) (117,688) Extraordinary Item for Loss from Extinguishment of Debt (Net) -- -- (23,807) -- Net Income (Loss) $ 14,474 $ 50,832 $ (71,446) $ (117,688) Average Number of Shares of Common Stock Outstanding (in thousands) 177,352 187,365 184,201 176,776 Basic and Diluted Earnings (Loss) per Average Share of Common Stock Before Extraordinary Item $ 0.08 $ 0.27 $ (0.26) $ (0.67) Extraordinary Item Per Average Share of Common Stock -- -- (0.13) -- Basic and Diluted Earnings (Loss) per Average Share of Common Stock $ 0.08 $ 0.27 $ (0.39) $ (0.67) EBITDA -- -- $1,159,000 $1,173,000 Net Cash Interest -- -- $ 377,000 $ 388,000 Ratio of EBITDA to Net Cash Interest -- -- 3.1 3.0
Note 1 - The above information is not given in connection with any sale or offer to sell or buy any stock or security. Note 2 - The Company files periodic reports pursuant to the Securities Exchange Act of 1934. Accordingly, with respect to the financial information set forth above, you are requested to refer to such filings for more detailed information. Note 3 - EBITDA for the twelve months ended March 31, 1999, which had been reported as $1,245,500, has been restated reflecting a change in the Company's EBITDA calculation methodology. -----END PRIVACY-ENHANCED MESSAGE-----