-----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, R01yfrMSoFXnBC7ynDJrPpbTVDiKiaY8LTqAm02UuaasxJ8OKexOdbKH8VxZTe1F 0h3VCm+ksZIz/jQgQwIFHw== 0000009466-99-000004.txt : 19990125 0000009466-99-000004.hdr.sgml : 19990125 ACCESSION NUMBER: 0000009466-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990122 ITEM INFORMATION: FILED AS OF DATE: 19990122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALTIMORE GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000009466 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 520280210 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01910 FILM NUMBER: 99509975 BUSINESS ADDRESS: STREET 1: 39 W LEXINGTON ST STREET 2: CHARLES CTR CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4102345511 8-K 1 CURRENT REPORT UNITED STATES 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): January 18, 1999 BALTIMORE GAS AND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Maryland 1-1910 52-0280210 - -------------------------------------------------------------------------------- (State of incorporation) (Commission (IRS Employer File Number) Identification No.) 39 W. Lexington Street Baltimore, Maryland 21201 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 410-234-5511 (Registrant's telephone number, including area code) Not Applicable (Former name,former address and former fiscal year if changed since last report) 1 ITEM 5. Other Events Attached to this Current Report on Form 8-K as Exhibit 99 is a news release of the Registrant which includes details about financial performance for the twelve months ended December 31, 1998. These earnings reflect the $15.4 million ($.10 per share) after-tax write-down for Church Street Station taken during the fourth quarter of 1998. ITEM 7. Financial Statements and Exhibits (c) Exhibit No. 99 News Release of Baltimore Gas and Electric Company dated January 18, 1999. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BALTIMORE GAS AND ELECTRIC COMPANY (Registrant) Date January 21, 1999 /s/ D. A. Brune ------------------- --------------------------------------- D. A. Brune, Vice President on behalf of the Registrant and as Principal Financial Officer 2 EXHIBIT INDEX Exhibit Number 99 News Release of Baltimore Gas and Electric Company dated January 18, 1999. 3 EX-99 2 NEWS RELEASE OF BGE DATED JANUARY 18, 1999. EXHIBIT 99 DARCEL GUY Baltimore Gas and Electric Company Director of Public Information 39 W. Lexington Street Room 1100 Baltimore, Maryland 21201 N E W S 410 234-7433 24 hours a day R E L E A S E January 18, 1999 FOR IMMEDIATE RELEASE BGE REPORTS EARNINGS FOR TWELVE MONTHS ENDED DEC. 31, 1998 Baltimore Gas and Electric Company today reported earnings on common stock of $305.9 million for the 12 months ended December 31, 1998, equivalent to $2.06 per share. This compares to 1997 earnings of $254.1 million or $1.72 per share. However, both 1998 and 1997 earnings reflect one-time charges, which are explained in the Notes to Financial Statements. Excluding the impact of the non-recurring charges, earnings for 1998 were $2.20 per share compared to $2.28 for 1997. Earnings per share for the Company's utility operations and for its diversified businesses were as follows: Three Months Ended Twelve Months Ended December 31, December 31, 1998 1997 1998 1997 ---- ---- ---- ---- Utility $ .14 $ .32 $ 1.93 $ 1.94 Diversified Business .09 .06 .27 .34 ---- ---- ------ ----- Total Current Year Operations $ .23 $ .38 $ 2.20 $ 2.28 Write-off of Merger Costs - (.25) - (.25) Write-Downs of Real Estate Investments (.10) (.01) (.10) (.31) Write-Down of Energy Service Investment (.04) - (.04) - ---- ----- ----- ----- Total $ .09 $ .12 $ 2.06 $ 1.72 ===== ===== ====== ====== (more) 1 Frank O. Heintz, Executive Vice President of Utility Operations, stated "BGE continued to experience moderate customer growth during 1998. However, earnings from utility operations were slightly lower this year as a result of unfavorable weather experienced in the first and fourth quarters of 1998." In addition, the utility's earnings from operations were further reduced as a result of certain cost increases, including higher electric depreciation expenses approved by the Maryland Public Service Commission and reflected in the Company's operating results for the fourth quarter of 1998. In the fourth quarter of 1997 the Company recognized a $37.5 million after-tax write-off ($.25 per share) of costs associated with the terminated merger of Baltimore Gas and Electric Company and Potomac Electric Power Company. The write-off of merger costs in 1997 resulted in lower reported earnings for the utility in 1997 versus 1998. Total electric sales to customers in 1998 increased about 2.4%, primarily reflecting customer growth and increased usage per customer. Sales to residential customers were up almost 1.5%, while sales to commercial and industrial customers increased 2.9%. Electric sales to customers decreased during the fourth quarter compared to the same period in 1997 due to milder weather experienced this year. Total gas sales to customers in 1998 decreased 10.9% compared to 1997 sales levels due to the mild winter and fall weather experienced during 1998. Sales to residential customers decreased 11.6%, while sales to commercial and industrial customers decreased a little over 10.5%. Robert E. Denton, Executive Vice President of Generation, pointed out that BGE had another excellent year of operational performance. Calvert Cliffs Nuclear Power Plant produced 13.3 million megawatt hours of electricity, surpassing 1997's record setting pace by 1.5%. This is Calvert Cliffs' highest production level since the plant began commercial operations more than 22 years ago. He also noted, "Our combined fossil plants generated an all-time record amount of energy, surpassing the previous record set in 1997." (more) 2 Earnings from diversified businesses operations (excluding the impact of write-downs taken in 1998 and 1997) were $41.1 million ($.27 per share) in 1998, compared to $50.5 million ($.34 per share) earned in 1997. The earnings from diversified businesses in 1998 were $20.2 million after reflecting the write-down of Constellation Real Estate's investment in Church Street Station that is being sold, and the write-off of an energy service investment. This compares to $4.5 million in 1997 after reflecting the write-downs of two of Constellation Real Estate's properties (see the Notes to Financial Statements). Constellation Power, Inc., BGE's largest operating subsidiary, contributed $44.3 million ($.30 per share) toward earnings in 1998, compared to $36.6 million ($.25 per share) in 1997, and Constellation Power Source, BGE's newest operating subsidiary weighed in with a $7.5 million ($.05 per share) contribution to earnings. According to Edward A. Crooke, Chairman of Constellation Enterprises, Inc. (CEI), "CEI's earnings during 1998 reflect good performance from various energy projects and the success of Constellation Power Source. Unfortunately, CEI's real estate business and investment portfolio suffered through some tough market conditions during 1998." (more) 3 BALTIMORE GAS AND ELECTRIC COMPANY AND SUBSIDIARIES Consolidated Financial Information December 31, 1998 (In Thousands, Except Per Share Amounts)
Three Months Ended December 31, Twelve Months Ended December 31, 1998 1997 1998 1997 ---- ---- ---- ---- Revenues Electric $ 472,445 $ 500,009 $ 2,219,204 $2,191,709 Gas 124,725 154,599 449,417 521,547 Diversified Businesses 193,249 158,018 689,506 594,328 ----------- ----------- ----------- ----------- Total $ 790,419 $ 812,626 $ 3,358,127 $3,307,584 ========== ========== =========== ========== Earnings Current Year Operations $ 37,594 $ 63,849 $ 348,597 $ 66,276 Write-off of Merger Costs (a) - (37,495) - (37,495) Write-downs of Real Estate Investments (15,398) (2,092) (15,398) (46,030) Write-off of Energy Service Investment (c) (5,535) - (5,535) - ----------- -------- -------- -------- - Net Income $ 16,661 $ 24,262 $ 327,664 $ 282, 751 Earnings Applicable to Common Stock $ 13,189 $ 18,328 $ 305,899 $ 254,064 Average Common Shares Outstanding 149,216 147,667 148,523 147,667 Earnings Per Share of Common Stock Current Year Operations Utility $ .14 $ .32 $ 1.93 $ 1.94 Diversified Businesses .09 .06 .27 .34 --- --- --- --- Total Current Year Operations $ .23 $ .38 $ 2.20 $ 2.28 Write-off of Merger Costs (a) - (.25) - (.25) Write-downs of Real Estate Investments (b) (.10) (.01) (.10) (.31) Write-off of Energy Service Investment (c) (.04) - (.04) - ------ ----- ----- ----- Total $ .09 $ .12 $ 2.06 $1.72 ====== ===== ===== =====
(more) 4 Notes to Financial Statements: (a) During the fourth quarter of 1997, BGE took an after-tax charge of $37.5 million ($.25 per share) representing the costs associated with the terminated merger of BGE and Potomac Electric Power Company. (b) During the fourth quarter of 1997, the Company reflected an after-tax write-down of $2.1 million ($.01 per share) for Church Street Station, an entertainment complex located in Orlando, Florida. During the first quarter of 1997, BGE took an initial $12.0 million ($.08 per share) write-down of this same property. During the second quarter of 1997, BGE took a $31.9 million after-tax ($.22 per share) write-down for Piney Orchard, a residential development located in Anne Arundel County, Maryland. During the fourth quarter of 1998, BGE took an additional after-tax write-down for Church Street Station of $15.4 million ($.10 per share). (c) During the fourth quarter of 1998, BGE took a $5.5 million after-tax write-off ($.04 per share) of an energy service investment. This write-off consists of BGE's investment in a company that manufactures and markets power switches designed to improve the reliability of electric service for large industrial and commercial customers, and certain assets owned by one of BGE's operating subsidiaries. - ### - 5 -----END PRIVACY-ENHANCED MESSAGE-----