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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549-1004
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 2-1647
COMMONWEALTH GAS COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-1989250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Main Street, Cambridge, Massachusetts 02142-9150
(Address of principal executive offices) (Zip Code)
(617) 225-4000
(Registrant's telephone number, including area code)
(Former name, address and 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock November 1, 1997
Common Stock, $25 par value 2,857,000 shares
The Company meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q as a wholly-owned subsidiary and is therefore filing this
Form with the reduced disclosure format.
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Item 1. Financial Statements
COMMONWEALTH GAS COMPANY
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
ASSETS
(Dollars in thousands)
September 30, December 31,
1997 1996
(Unaudited)
PROPERTY, PLANT AND EQUIPMENT, at original cost $369,044 $358,783
Less - Accumulated depreciation 109,237 102,278
259,807 256,505
Add - Construction work in progress 1,866 836
261,673 257,341
CURRENT ASSETS
Cash 753 421
Advances to affiliates 6,300 -
Accounts receivable 19,043 47,329
Unbilled revenues 8,249 20,885
Inventories, at average cost 27,990 24,704
Prepaid taxes -
Income 9,080 5,619
Property 5,747 3,061
Other 1,245 981
78,407 103,000
DEFERRED CHARGES
Regulatory assets 20,886 23,522
Other 5,547 5,067
26,433 28,589
$366,513 $388,930
See accompanying notes.
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COMMONWEALTH GAS COMPANY
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
CAPITALIZATION AND LIABILITIES
(Dollars in thousands)
September 30, December 31,
1997 1996
(Unaudited)
CAPITALIZATION
Common Equity -
Common stock, $25 par value -
Authorized and outstanding -
2,857,000 shares, wholly-owned by
Commonwealth Energy System (Parent) $ 71,425 $ 71,425
Amounts paid in excess of par value 27,739 27,739
Retained earnings 12,922 10,856
112,086 110,020
Long-term debt, less current sinking
fund requirements 109,450 74,450
221,536 184,470
CURRENT LIABILITIES
Interim Financing -
Notes payable to banks 15,000 58,200
Advances from affiliates - 10,400
15,000 68,600
Other Current Liabilities -
Current sinking fund requirements 3,650 3,650
Accounts payable -
Affiliated companies 3,131 3,081
Other 23,005 32,904
Accrued local property and other taxes 5,960 3,060
Other 20,614 18,091
56,360 60,786
71,360 129,386
DEFERRED CREDITS
Accumulated deferred income taxes 39,052 37,088
Unamortized investment tax credits and other 5,510 5,660
Other 29,055 32,326
73,617 75,074
$366,513 $388,930
See accompanying notes.
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COMMONWEALTH GAS COMPANY
CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Dollars in thousands)
(Unaudited)
Three Months Ended Nine Months Ended
1997 1996 1997 1996
GAS OPERATING REVENUES $ 41,911 $ 48,872 $235,286 $240,982
OPERATING EXPENSES
Cost of gas sold 28,009 32,801 136,034 137,765
Other operation and maintenance 18,717 21,694 65,411 67,483
Depreciation 1,040 1,007 7,280 6,853
Taxes -
Income (3,832) (4,081) 4,281 5,641
Local property 609 579 4,445 4,022
Payroll and other 668 377 2,632 1,893
45,211 52,377 220,083 223,657
OPERATING INCOME (LOSS) (3,300) (3,505) 15,203 17,325
OTHER INCOME 232 166 319 484
INCOME (LOSS) BEFORE INTEREST
CHARGES (3,068) (3,339) 15,522 17,809
INTEREST CHARGES
Long-term debt 1,690 1,964 5,002 5,893
Other interest charges 896 714 2,805 2,293
Allowance for borrowed funds
used during construction (33) (8) (65) (27)
2,553 2,670 7,742 8,159
NET INCOME (LOSS) (5,621) (6,009) 7,780 9,650
RETAINED EARNINGS -
Beginning of period 18,543 12,583 10,856 10,495
Dividends on common stock - (2,856) (5,714) (16,427)
RETAINED EARNINGS -
End of period $ 12,922 $ 3,718 $ 12,922 $ 3,718
See accompanying notes.
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COMMONWEALTH GAS COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Dollars in thousands)
(Unaudited)
1997 1996
OPERATING ACTIVITIES
Net income $ 7,780 $ 9,650
Effects of noncash items -
Depreciation and amortization 9,622 8,274
Deferred income taxes and investment
tax credits, net 793 968
Change in working capital, exclusive of cash,
advances to affiliates and interim financing 26,799 (15,203)
All other operating items (2,254) (4,598)
Net cash provided by (used for)
operating activities 42,740 (909)
INVESTING ACTIVITIES
Additions to property, plant and equipment
(exclusive of AFUDC) (11,729) (6,316)
Allowance for borrowed funds used
during construction (65) (27)
Advances to affiliates (6,300) -
Net cash used for investing activities (18,094) (6,343)
FINANCING ACTIVITIES
Payment of dividends (5,714) (16,427)
Proceeds from (payment of) short-term borrowings (43,200) 23,475
Payments to affiliates (10,400) (1,095)
Long-term debt issues 35,000 -
Net cash used for financing activities (24,314) 5,953
Net increase (decrease) in cash 332 (1,299)
Cash at beginning of period 421 2,113
Cash at end of period $ 753 $ 814
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (net of capitalized amounts) $ 6,486 $ 7,190
Income taxes $ 6,059 $ 11,990
See accompanying notes.
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COMMONWEALTH GAS COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
(1) General Information
Commonwealth Gas Company (the Company) is a wholly-owned subsidiary
of Commonwealth Energy System. The parent company is referred to in this
report as the "System" and together with its subsidiaries is collectively
referred to as "the system." The System is an exempt public utility
holding company under the provisions of the Public Utility Holding
Company Act of 1935 and, in addition to its investment in the Company,
has interests in other utility and several non-regulated companies.
The Company has 573 regular employees including 398 (70%) who are
represented by three collective bargaining units with agreements which
will remain in effect until September 1998, March 2002 and June 2002.
During the second quarter of 1997, the system initiated a voluntary
personnel reduction program. For additional information, see the
"Personnel Reduction Program" section under Management's Discussion and
Analysis of Results of Operations.
(2) Significant Accounting Policies
(a) Principles of Accounting
The Company's significant accounting policies are described in Note
2 of Notes to Financial Statements included in its 1996 Annual Report on
Form 10-K filed with the Securities and Exchange Commission. For interim
reporting purposes, the Company follows these same basic accounting
policies but considers each interim period as an integral part of an
annual period and makes allocations of certain expenses to interim
periods based upon estimates of revenue from firm sales for the year.
Generally, expenses which relate to more than one interim period are
allocated to other periods to more appropriately match revenues and
expenses. Principal items of expense which are allocated other than on
the basis of passage of time are depreciation and property taxes. These
expenses are recorded for interim reporting purposes based upon projected
gas revenue. Income tax expense is recorded using the statutory rates in
effect applied to book income subject to tax recorded in the interim
period.
The unaudited financial statements for the periods ended September
30, 1997 and 1996 reflect, in the opinion of the Company, all adjustments
(consisting of only normal recurring accruals, except for those described
in the "Personnel Reduction Program" section under Management's
Discussion and Analysis of Results of Operations) necessary to summarize
fairly the results for such periods. In addition, certain prior period
amounts are reclassified from time to time to conform with the presenta-
tion used in the current period's financial statements.
The results for interim periods are not necessarily indicative of
results for the entire year because of variations in gas consumption due
to the heating season and also because of the Company's seasonal rate
structure and the accrual of costs associated with the personnel
reduction program referred to above.
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COMMONWEALTH GAS COMPANY
(b) Regulatory Assets and Liabilities
The Company is regulated as to rates, accounting and other matters
by the Massachusetts Department of Public Utilities (DPU).
Based on the current regulatory framework, the Company accounts for
the economic effects of regulation in accordance with the provisions of
Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting
for the Effects of Certain Types of Regulation." The Company has
established various regulatory assets in cases where the DPU has
permitted or is expected to permit recovery of specific costs over time.
Effective January 1, 1996, the Company adopted SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of." SFAS No. 121 imposes stricter criteria for regulatory
assets by requiring that such assets be probable of future recovery at
each balance sheet date. SFAS No. 121 did not have an impact on the
Company's financial position or results of operations upon adoption.
This result may change as modifications are made to the current
regulatory framework including utility industry restructuring efforts in
Massachusetts. If all or a separable portion of the Company's operations
becomes no longer subject to the provisions of SFAS No. 71, a write-off
of related regulatory assets and liabilities would be required, unless
some form of transition cost recovery continues through rates established
and collected for the Company's remaining regulated operations. In
addition, the Company would be required to determine any impairment to
the carrying costs of deregulated plant and inventory assets.
The principal regulatory assets included in deferred charges were as
follows:
September 30, Dec. 31,
1997 1996
(Dollars in Thousands)
Postretirement benefits costs including
pensions $ 9,866 $ 9,972
FERC Order 636 transition costs 7,685 9,680
Environmental costs 3,335 3,870
Total regulatory assets $20,866 $23,522
On April 15, 1997, the DPU issued an accounting ruling allowing the
Company to include postretirement benefits costs in cost-of-service and
to amortize the deferred balance of $10.5 million at March 31, 1997
associated with these costs over a period not to exceed ten years
beginning April 1997.
The principal regulatory liability, reflected in deferred credits-
other and relating to income taxes, was $8.5 million and $8.6 million at
September 30, 1997 and December 31, 1996, respectively.
(3) Commitments
Construction Program
The Company is engaged in a continuous construction program
presently estimated at $92 million for the five-year period 1997 through
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COMMONWEALTH GAS COMPANY
2001. Of that amount, $17.8 million is estimated for 1997. As of
September 30, 1997, the Company's actual construction expenditures
amounted to approximately $11.8 million, including an allowance for funds
used during construction. The Company expects to finance these
expenditures on an interim basis with internally-generated funds and
short-term borrowings which are ultimately expected to be repaid with the
proceeds from the issuance of long-term debt and/or equity securities.
The program is subject to periodic review and revision because of
factors such as changes in business conditions, rates of growth, effects
of inflation, equipment delivery schedules, licensing delays,
availability and cost of capital and environmental regulations.
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COMMONWEALTH GAS COMPANY
Item 2. Management's Discussion and Analysis of Results of Operations
The following is a discussion of major factors which have affected
operating revenues, expenses and net income during the periods included in
the accompanying condensed statements of income. This discussion should be
read in conjunction with the Notes to Condensed Financial Statements
appearing elsewhere in this report.
A summary of the period to period changes in the principal items
included in the condensed statements of income for the three and nine months
ended September 30, 1997 and 1996 and unit sales for these periods is shown
below:
Three Months Nine Months
Ended September 30, Ended September 30,
1997 and 1996 1997 and 1996
Increase (Decrease)
(Dollars in thousands)
Gas Operating Revenues $(6,961) (14.2)% $ (5,696) (2.4)%
Operating Expenses -
Cost of gas sold (4,792) (14.6) (1,731) (1.3)
Other operation and maintenance (2,977) (13.7) (2,072) (3.1)
Depreciation 33 3.3 427 6.2
Taxes -
Federal and state income 249 6.1 (1,360) (24.1)
Local property and other 321 33.6 1,162 19.6
(7,166) (13.7) (3,574) (1.6)
Operating Income 205 5.8 (2,122) (12.2)
Other Income 66 39.8 (165) (34.1)
Income Before Interest Charges 271 8.1 (2,287) (12.8)
Interest Charges (117) (4.4) (417) (5.1)
Net Income $ 388 6.5 $ (1,870) (19.4)
Firm Unit Sales - BBTU (688) (18.5) (1,723) (6.0)
Total Unit Sales - BBTU (1,196) (22.8) (2,127) (6.5)
The following is a summary of unit sales for the periods indicated:
Unit Sales - In Billions of British Thermal Units (BBTU)
Off- Quasi-
Total Firm Interruptible System Firm
Three Months Ended
September 30, 1997 4,047 3,027 525 475 20
September 30, 1996 5,243 3,715 498 723 307
Nine Months Ended
September 30, 1997 30,545 27,088 1,404 2,007 46
September 30, 1996 32,673 28,811 1,394 1,676 792
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COMMONWEALTH GAS COMPANY
Operating Revenues and Unit Sales
Operating revenues for the third quarter of 1997 decreased approximately
$7 million or 14.2% due primarily to a 22.8% decrease in total unit sales.
Through the first nine months of this year, operating revenues decreased $5.7
million due to a 6.5% decline in total unit sales and lower conservation and
load management (C&LM) costs ($2 million). Revenues for the current nine-
month period also include the recognition of margins earned on off-system
contracts ($644,000).
The decline in firm unit sales for the first nine months of 1997 reflects
decreases to all customer segments including residential (4.6%), commercial
(4.9%) and industrial (18%) that were due primarily to milder weather
experienced in this region during the first quarter as compared to a much
colder period in 1996. Degree days for the current nine-month period totaled
4,147, 7% lower than last year and 3.5% below the normal level of 4,299. The
significant fluctuations in non-firm sales for both the current quarter and
year-to-date period reflect the competitive environment that currently exists
in the natural gas industry. A portion of the margin realized on these sales
reduces the cost of gas sold to firm customers.
Other Operation and Maintenance
For the current nine-month period, other operation and maintenance
decreased approximately $2.1 million due to the absence of net costs
associated with a 1996 labor dispute ($3.3 million), lower labor costs
resulting from a decrease in the number of employees ($2.3 million), lower
C&LM costs ($2 million), reduced maintenance costs relating to distribution
($1.1 million) and a decline in the provision for bad debts reflecting lower
reserve requirements ($400,000). These decreases were offset, in part, by a
one-time charge ($6.8 million) related to a Personnel Reduction Program
initiated during the second quarter (as further discussed below) and higher
postretirement benefits costs ($1.4 million) reflecting the full recognition
of expenses and amortization of previously deferred costs associated with
postretirement benefits.
Depreciation and Taxes
Depreciation expense increased during both periods due to higher levels
of depreciable plant-in-service. The significant change in federal and state
income taxes for the nine-month period reflects the lower level of pretax
income.
The $1.2 million increase in local property and other taxes for the
current nine-month period is due to an increase in payroll-related taxes
($739,000) resulting from the 1996 labor dispute and higher property tax
assessments and rates ($423,000).
Other Income and Interest Charges
The 34.1% decrease in other income for the nine-month period reflects a
decline in interest related to deferred gas costs ($279,000) offset, in part,
by an increase in revenues associated with the Company's merchandising program
for water heaters and conversion burners ($111,000).
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COMMONWEALTH GAS COMPANY
Total interest charges decreased 5.1% during the current nine-month
period due to a decline in long-term interest costs ($891,000) and lower
interest charges on deferred gas costs ($914,000). The impact of these
factors was offset by an increase in interest on short-term borrowings ($1.4
million) due to a higher average level of borrowings.
Environmental Matters
The Company is participating in the assessment of a number of former
manufactured gas plant (MGP) sites and alleged MGP waste disposal locations to
determine if and to what extent such sites have been contaminated and whether
the Company may be responsible for remedial actions. In April, the Company
recorded an additional liability and corresponding regulatory asset of $1.2
million due to an increase in the site clean-up cost estimate for an MGP site
for which the Company was previously cited as a Potentially Responsible Party.
The DPU has approved recovery of costs associated with MGP sites. The Company
is also involved in certain other known or potentially contaminated sites
where the associated costs may not be recoverable in rates. For further
information on other related environmental matters, refer to the Company's
1996 Annual Report on Form 10-K.
Long-term Financing
On September 26, 1997, the Company issued $10 million of First Mortgage
Sinking Fund Bonds (Series L, 6.54% due 2007) and $25 million of First
Mortgage Bonds (Series M, 7.04% due 2017). The proceeds of $35 million were
used to retire short-term debt that had been incurred to temporarily finance
additions to property, plant and equipment and for general working capital
needs. This financing had been approved by the DPU on June 12, 1997.
Personnel Reduction Program
As initially discussed in the Company's 1996 Annual Report on Form 10-K
filed with the Securities and Exchange Commission, the Company announced the
details of a system-wide voluntary Personnel Reduction Program (PRP) in May
1997. The goal of the PRP is to achieve a reduced, more efficient and more
productive workforce in response to the significant regulatory changes facing
the System's companies. This action follows the recent consolidation of the
system's electric and gas operations. The expectation is that the workforce
will be reduced by 15% to 20%.
The PRP was offered to substantially all regular and part-time employees
of the system. Eligibility for employees covered by collective bargaining
agreements was subject to negotiation. The system reserves the right to limit
the number of participants in the program to 300; however, the system expects
the final participation level to exceed this amount.
The program provides severance based on years of service, the continu-
ation of certain health and dental insurance for specified periods and limited
reimbursement for certain educational and/or outplacement services.
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COMMONWEALTH GAS COMPANY
To date, approximately 13% of the Company's employees have terminated
employment with the Company as a result of the PRP. The Company estimates
that the cost of termination benefits as described above, including a portion
of costs for certain affiliates, will approximate $6.8 million which was
recorded in the second quarter and had an after-tax income impact of $4.1
million. The payback period is expected to be less than one year.
Gas Industry Restructuring
On July 18, 1997, the DPU directed the ten Massachusetts gas utilities,
including Commonwealth Gas, to initiate a collaborative process that will
establish guiding principles and specific procedures for unbundling rates and
services for all customers. The process has begun with meetings among the
various interested parties. A report is scheduled to be submitted to the DPU
in mid-November.
The DPU listed six principles that it considers important to the success
of a competitive natural gas market that will provide safe and reliable
service at the lowest possible cost to customers. The natural gas market
would: (1) provide the broadest possible choice; (2) provide all customers
with an opportunity to share in the benefits of increased competition; (3)
ensure full and fair competition in the gas supply market; (4) functionally
separate supply from local distribution services; (5) support and further the
goals of environmental regulation; and lastly (6) rely on incentive regulation
where a fully competitive market cannot or presently does not exist.
In addition, the DPU outlined several specific issues that it expects the
collaborative to address: (1) services that can be offered on a competitive
basis; (2) terms and conditions of service; (3) consumer protections and
social programs; (4) mitigation of gas-related and non-gas related transition
costs; (5) third-party supplier qualifications; and (6) curtailment
principles. The DPU also suggested that the collaborative reconsider the
pricing and provision of interruptible transportation services.
On August 18, 1997, the DPU noted that the development of unbundling
principles and procedures constitutes only a part of the effort necessary to
develop full customer choice for gas service. The DPU recognized that each
local distribution company will be filing a comprehensive unbundling proposal
at some later date. In the interim, the DPU directed those companies that do
not currently have unbundled rates, including Commonwealth Gas, to have such
rates in effect no later than November 1, 1998.
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COMMONWEALTH GAS COMPANY
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending material legal proceeding.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
Filed herewith as Exhibit 1 is the Financial Data Schedule for the
nine months ended September 30, 1997.
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the three months ended
September 30, 1997.
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COMMONWEALTH GAS COMPANY
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 thereunto duly authorized.
COMMONWEALTH GAS COMPANY
(Registrant)
Principal Financial and
Accounting Officer:
JAMES D. RAPPOLI
James D. Rappoli,
Financial Vice President
and Treasurer
Date: November 14, 1997
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet, statement of income, statement of retained earnings and
statement of cash flows contained in Form 10-Q of Commonwealth Gas Company for
the nine months ended September 30, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000022620
<NAME> COMMONWEALTH GAS COMPANY
<MULTIPLIER> 1,000
<S> <C>
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<PERIOD-END> SEP-30-1997
<PERIOD-TYPE> 9-MOS
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