CONNECTICUT NATURAL GAS CORP
10-Q, 1994-08-03
NATURAL GAS DISTRIBUTION
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                 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                         
                              WASHINGTON, D.C. 20549
                                         
                                    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    June 30, 1994
                                  ---------------------
                                        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  1-7727
                          -----------------------------------------------------
    
                       CONNECTICUT NATURAL GAS CORPORATION
   ----------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
    
    
               Connecticut                                        06-0383860
   ----------------------------------------------------------------------------
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                        Identification No.)
    
   100 Columbus Boulevard, Hartford, Connecticut                        06103
   ----------------------------------------------------------------------------
     (Address of principal executive offices)                        (Zip Code)
    
    
                                  (203) 727-3000
   ----------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
                                         
   ----------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last   
   report).
    
        Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that the
   registrant was required to file such reports), and (2) has been subject to
   such filing requirements for the past 90 days.     Yes   X   No 
                                                          -----    -----
        Indicate the number of shares outstanding of each of the issuer's
   classes of common stock, as of the latest practicable date (applicable only
   to Corporate Issuers).   Number of shares of common stock outstanding as of
   the close of business on July 29, 1994:  9,539,078.
    
    <PAGE>
    
    
    
    
    
    
                               FINANCIAL STATEMENTS
                                         
                       CONNECTICUT NATURAL GAS CORPORATION
                                         
                                         
                                         
                                         
        The condensed financial statements included herein have been prepared
   by the Company, without audit, pursuant to the rules and regulations of the
   Securities and Exchange Commission.  Certain information and footnote
   disclosures normally included in financial statements prepared in accordance
   with generally accepted accounting principles have been condensed or omitted
   pursuant to such rules and regulations.  Although the Company believes that
   the disclosures are adequate to make the information presented not
   misleading, it is suggested that these condensed financial statements be
   read in conjunction with the financial statements and the notes thereto
   included in the Company's latest annual report on Form 10-K.  In the opinion
   of the Company, all adjustments necessary to present fairly the consolidated
   financial position of the Connecticut Natural Gas Corporation as of June 30,
   1994 and 1993 and the results of its operations and its cash flows for the
   three months, nine months and twelve months ended June 30, 1994 and 1993
   have been included.  The results of operations for such interim periods are
   not necessarily indicative of the results for the full year.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
<TABLE>
<CAPTION>
                                                                    "UNAUDITED"
                        CONNECTICUT NATURAL GAS CORPORATION
                                         
                           CONSOLIDATED BALANCE SHEETS
                              (Thousands of Dollars)
    
    
                                                 June 30,   Sept. 30,     June 30, 
                     ASSETS                        1994        1993         1993   
                     ------                     ---------   ---------    --------- 
   <S>                                          <C>         <C>          <C>
   Plant and Equipment:
      Regulated energy                          $ 354,554   $ 340,728    $ 315,517 
      Nonregulated energy                          62,481      61,447       59,968 
      Construction work in progress                 1,305       1,355        1,430 
                                                ---------   ---------    --------- 
                                                  418,340     403,530      376,915 
      Less-Allowance for depreciation             116,478     106,919      103,987 
                                                ---------   ---------    --------- 
                                                  301,862     296,611      272,928 
                                                ---------   ---------    --------- 

   Investments, at equity                           5,154       4,874        4,672 
                                                ---------   ---------    --------- 
   Current Assets:
      Cash and cash equivalents                     1,093       1,546        1,303 
      Accounts and notes receivable                48,110      29,979       39,003 
      Allowance for doubtful accounts              (5,188)     (3,068)      (3,463)
      Accrued utility revenue                       2,668       4,632        3,286 
      Inventories                                  15,989      20,413       13,554 
      Prepaid expenses                              2,101       3,379        1,013 
                                                ---------   ---------    --------- 
                                                   64,773      56,881       54,696 
                                                ---------   ---------    --------- 
   Deferred Charges and Other Assets:
      Unrecovered future taxes                     53,181      51,023       50,798 
      Recoverable transition costs                 14,903      15,000            - 
      Other assets                                 20,267      20,196       29,778 
                                                ---------   ---------    --------- 
                                                   88,351      86,219       80,576 
                                                ---------   ---------    --------- 
                                                $ 460,140   $ 444,585    $ 412,872 
                                                =========   =========    ========= 
</TABLE>
    <PAGE>
    
<TABLE>
<CAPTION>
    
                                                                    "UNAUDITED"
                       CONNECTICUT NATURAL GAS CORPORATION
                                         
                     CONSOLIDATED BALANCE SHEETS (Concluded)
                                (Thousands of Dollars)
                                         
                                         
                                                 June 30,   Sept. 30,     June 30, 
         CAPITALIZATION AND LIABILITIES            1994        1993         1993   
         ------------------------------         ---------   ---------    --------- 
   <S>                                          <C>         <C>          <C>
   Capitalization:
      Common Stock                              $  29,820   $  29,820    $  29,820 
      Capital in excess of par value               66,700      66,915       66,802 
      Retained Earnings                            49,915      39,744       46,056 
                                                ---------   ---------    --------- 
                                                  146,435     136,479      142,678 
      Unearned compensation -
         Restricted stock awards                     (402)       (157)        (332)
      Treasury stock                                 (103)          -            - 
                                                ---------   ---------    --------- 
         Common stock equity                      145,930     136,322      142,346 
      Preferred stock, not subject to
         mandatory redemption                         939         944          952 
      Long-term debt                              136,497     137,984      105,877 
                                                ---------   ---------    --------- 
                                                  283,366     275,250      249,175 
                                                ---------   ---------    --------- 
   Notes Payable Under Revolving Credit
      Agreements                                        -       4,500        5,200 
                                                ---------   ---------    --------- 
   Current Liabilities:
      Current portion of long-term debt             4,006       4,653        4,150 
      Notes payable and commercial paper           20,800      10,000       22,900 
      Accounts payable and accrued expenses        35,111      42,084       21,801 
      Refundable purchased gas costs               10,002       3,758       10,652 
      Accrued liabilities                           3,682       4,528          267 
                                                ---------   ---------    --------- 
                                                   73,601      65,023       59,770 
                                                ---------   ---------    --------- 
   Deferred Credits:
      Deferred income taxes                        33,902      27,450       33,899 
      Unfunded deferred income taxes               55,339      51,023       50,798 
      Investment tax credits                        3,699       3,864        3,919 
      Refundable taxes                              3,943       4,024        4,308 
      Accrued transition costs                      3,229       7,678            - 
      Other                                         3,061       5,773        5,803 
                                                ---------   ---------    --------- 
                                                  103,173      99,812       98,727 
                                                ---------   ---------    --------- 
                                                $ 460,140   $ 444,585    $ 412,872 
                                                =========   =========    ========= 

</TABLE>
    <PAGE>
<TABLE>
<CAPTION>
                                                                    "UNAUDITED"
                       CONNECTICUT NATURAL GAS CORPORATION
                                         
                         CONSOLIDATED STATEMENTS OF INCOME                     

                 (Thousands of dollars except for per share data)              


                                                    Three Months Ended
                                                         June 30,
                                               ----------------------------- 
                                                   1994              1993    
                                                ----------        ---------- 

   <S>                                          <C>               <C> 
   Operating Revenues                           $   50,003        $   42,267 
   Less:  Cost of Energy                            26,669            20,963 
          State Gross Receipts Tax                   1,851             1,828 
                                                ----------        ---------- 
   Operating Margin                                 21,483            19,476 
                                                ----------        ---------- 

   Other Operating Expenses:
      Operations & maintenance expenses             14,031            12,702 
      Depreciation                                   4,073             3,196 
      Income taxes                                    (835)              (25)
      Other taxes                                    1,772             1,427 
                                                ----------        ---------- 
                                                    19,041            17,300 
                                                ----------        ---------- 
   Operating Income                                  2,442             2,176 
                                                ----------        ---------- 
   Other Income (Deductions):
      Allowance for equity funds used
        during construction                              4               570 
      Equity in partnership earnings                   184               230 
      Other deductions                                 (73)             (175)
      Income Taxes                                    (109)             (116)
                                                ----------        ---------- 
                                                         6               509 
                                                ----------        ---------- 
   Interest and Debt Expense                         3,356             2,562 
                                                ----------        ---------- 
   Net Income                                         (908)              123 
   Less-Dividends on Preferred Stock                    16                16 
                                                ----------        ---------- 
   Net Income Applicable to Common Stock        $     (924)       $      107 
                                                ==========        ========== 

   Income Per Average Share of
      Common Stock                              $    (0.10)       $     0.01 
                                                ==========        ========== 

   Dividends Per Share of Common Stock          $     0.37        $     0.37 
                                                ==========        ========== 
   Average Common Shares Outstanding
      During the Period                          9,539,078         9,542,216 
                                                ==========        ========== 
    
</TABLE>
    <PAGE>
[CAPTION]
<TABLE>
                      CONNECTICUT NATURAL GAS CORPORATION         "UNAUDITED"
    
                         CONSOLIDATED STATEMENTS OF INCOME                     

                 (Thousands of dollars except for per share data)               

                                                    Nine Months Ended 
                                                         June 30,
                                               ----------------------------- 
                                                   1994              1993    
                                                ----------        ---------- 

   <S>                                          <C>               <C>
   Operating Revenues                           $  252,708        $  225,215 
   Less:  Cost of Energy                           136,766           121,883 
          State Gross Receipts Tax                  10,326             9,684 
                                                ----------        ---------- 
   Operating Margin                                105,616            93,648 
                                                ----------        ---------- 

   Operating Expenses:
      Operations & maintenance expenses             42,438            35,505 
      Depreciation                                  11,438             9,497 
      Income taxes                                  15,500            15,767 
      Other taxes                                    5,622             5,050 
                                                ----------        ---------- 
                                                    74,998            65,819 
                                                ----------        ---------- 
   Operating Income                                 30,618            27,829 
                                                ----------        ---------- 
   Other Income (Deductions):
      Allowance for equity funds used
        during construction                             34               631 
      Equity in partnership earnings                   636               516 
      Other deductions                                (977)             (496)
      Income Taxes                                      79              (225)
                                                ----------        ---------- 
                                                      (228)              426 
                                                ----------        ---------- 
   Interest and Debt Expense                         9,582             8,636 
                                                ----------        ---------- 
   Net Income                                       20,808            19,619 
   Less-Dividends on Preferred Stock                    49                50 
                                                ----------        ---------- 
   Net Income Applicable to Common Stock        $   20,759        $   19,569 
                                                ==========        ========== 

   Income Per Average Share of
      Common Stock                              $     2.18        $     2.05 
                                                ==========        ========== 

   Dividends Per Share of Common Stock          $     1.11        $     1.09 
                                                ==========        ========== 
   Average Common Shares Outstanding
      During the Period                          9,539,903         9,522,878 
                                                ==========        ========== 
</TABLE>
    <PAGE>
<TABLE>
<CAPTION>
                        CONNECTICUT NATURAL GAS CORPORATION         "UNAUDITED"
    
                         CONSOLIDATED STATEMENTS OF INCOME                     

                 (Thousands of dollars except for per share data)               
    
                                                    Twelve Months Ended
                                                         June 30,
                                               ----------------------------- 
                                                   1994              1993    
                                                ----------        ---------- 

   <S>                                          <C>               <C>
   Operating Revenues                           $  292,830        $  260,590 
   Less:  Cost of Energy                           160,787           138,924 
          State Gross Receipts Tax                  11,737            11,240 
                                                ----------        ---------- 
   Operating Margin                                120,306           110,426 
                                                ----------        ---------- 

   Operating Expenses:
      Operations & maintenance expenses             54,111            48,821 
      Depreciation                                  14,590            12,478 
      Income taxes                                  13,171            14,118 
      Other taxes                                    7,459             7,113 
                                                ----------        ---------- 
                                                    89,331            82,530 
                                                ----------        ---------- 
   Operating Income                                 30,975            27,896 
                                                ----------        ---------- 
   Other Income (Deductions):
      Allowance for equity funds used
        during construction                             10               637 
      Equity in partnership earnings                 1,090               616 
      Other income (deductions)                     (1,095)             (418)
      Income Taxes                                    (248)              143 
                                                ----------        ---------- 
                                                      (243)              978 
                                                ----------        ---------- 
   Interest and Debt Expense                        12,688            12,786 
                                                ----------        ---------- 
   Net Income                                       18,044            16,088 
   Less-Dividends on Preferred Stock                    66                67 
                                                ----------        ---------- 
   Net Income Applicable to Common Stock        $   17,978        $   16,021 
                                                ==========        ========== 

   Income Per Average Share of
      Common Stock                              $     1.88        $     1.72 
                                                ==========        ========== 

   Dividends Per Share of Common Stock          $     1.48        $     1.45 
                                                ==========        ========== 
   Average Common Shares Outstanding
      During the Period                          9,540,506         9,322,222 
                                                ==========        ========== 
</TABLE>
    <PAGE>
<TABLE>
<CAPTION>
    
                                                                    "UNAUDITED"
                        CONNECTICUT NATURAL GAS CORPORATION                    

                       CONSOLIDATED STATEMENTS OF CASH FLOWS                   

                              (Thousands of Dollars)                           

    
    
                                                  Three Months Ended 
                                                        June 30,
                                                 ----------------------
                                                     1994         1993    
                                                     ----         ----    

   <S>                                             <C>          <C>
   Cash Flows from Operations                      $  6,540     $  6,536 
                                                   --------     -------- 

   Cash Flows from Investing Activities:
      Capital expenditures                           (5,802)      (4,586)
      Other investing activities                     (1,262)      (2,831)
                                                   --------     -------- 
      Net cash used in investing activities          (7,064)      (7,417)
                                                   --------     -------- 
   Cash Flows from Financing Activities:
      Dividends paid                                 (3,545)      (3,547)
      Issuance of common stock                           74           28 
      Other stock activity, net                           -            3 
      Principal retired on long-term debt              (512)     (14,543)
      Short-term debt                                 4,200       18,600 
                                                   --------     -------- 
      Net cash provided (used) by
         financing activities                           217          541 
                                                   --------     -------- 
   Increase (Decrease) in Cash and
      Cash Equivalents                                 (307)        (340)
   Cash and Cash Equivalents at
      Beginning of Period                             1,399        1,643 
                                                   --------     -------- 
   Cash and Cash Equivalents at
      End of Period                                $  1,092     $  1,303 
                                                   ========     ========
</TABLE>
 <PAGE>
     
    
    
    
<TABLE>
<CAPTION>
    
                                                                    "UNAUDITED"
                        CONNECTICUT NATURAL GAS CORPORATION                    

                 CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)             

                              (Thousands of Dollars)                            

    
                                                  Three Months Ended 
                                                        June 30,
                                                 ----------------------
                                                    1994         1993    
                                                    ----         ----    

   <S>                                             <C>          <C>
   Schedule Reconciling Earnings to
      Cash Flows from Operations:
      Income                                       $   (908)    $    123 
                                                   --------     -------- 
      Adjustments to reconcile income
         to net cash:
         Depreciation and amortization                4,173        3,282 
         Deferred income taxes, net                  (3,744)        (355)
         Undistributed affiliate earnings              (184)        (230)
      Change in assets and liabilities:
         Accounts receivable                         18,759       23,349 
         Accrued utility revenue                      9,908        7,702 
         Inventories                                 (8,659)      (8,962)
         Unrecovered/(refundable)
           purchased gas costs                       (5,857)      (3,089)
         Prepaid expenses                               387          163 
         Accounts payable and accrued expenses       (7,448)     (15,469)
         Other assets/liabilities                       113           22 
                                                   --------     -------- 
           Total adjustments                          7,448        6,413 
                                                   --------     -------- 

      Cash flows from operations                   $  6,540     $  6,536 
                                                   ========     ======== 

   Supplemental Disclosures of Cash Flow
      Information:
   Cash Paid During the Year for:
      Interest (net of amount capitalized)         $  4,099     $  3,508 
                                                   ========     ======== 
      Income taxes                                 $  5,618     $  4,150 
                                                   ========     ======== 
</TABLE>
    <PAGE>
<TABLE>
<CAPTION>
    
                                                                    "UNAUDITED"
                        CONNECTICUT NATURAL GAS CORPORATION                    

                       CONSOLIDATED STATEMENTS OF CASH FLOWS                   

                              (Thousands of Dollars)                           

    
    
                                                   Nine Months Ended 
                                                        June 30,
                                                 ----------------------
                                                    1994         1993    
                                                    ----         ----    

   <S>                                             <C>          <C>
   Cash Flows from Operations                      $ 27,655     $ 17,745 
                                                   --------     -------- 

   Cash Flows from Investing Activities:
      Capital expenditures                          (14,695)     (13,718)
      Other investing activities                     (6,375)      (2,516)
                                                   --------     -------- 
      Net cash used in investing activities         (21,070)     (16,234)
                                                   --------     -------- 
   Cash Flows from Financing Activities:
      Dividends paid                                (10,637)     (10,451)
      Issuance of common stock                          147       16,624 
      Other stock activity, net                        (715)          (7)
      Principal retired on long-term debt            (2,134)     (16,864)
      Short-term debt                                 6,300       10,150 
                                                   --------     -------- 
      Net cash provided by
         financing activities                        (7,039)        (548)
                                                   --------     -------- 
   Decrease in Cash and
      Cash Equivalents                                 (454)         963 
   Cash and Cash Equivalents at
      Beginning of Period                             1,546          340 
                                                   --------     -------- 
   Cash and Cash Equivalents at
      End of Period                                $  1,092     $  1,303 
                                                   ========     ======== 
</TABLE>
    <PAGE>
    
    
    
<TABLE>
<CAPTION>
    
                                                                    "UNAUDITED"
                        CONNECTICUT NATURAL GAS CORPORATION                    

                 CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)             

                              (Thousands of Dollars)                           

    
                                                   Nine Months Ended 
                                                        June 30,
                                                 ----------------------
                                                    1994         1993    
                                                    ----         ----    

   <S>                                             <C>          <C>
   Schedule Reconciling Earnings to
      Cash Flows from Operations:
      Income                                       $ 20,808     $ 19,619 
                                                   --------     -------- 
      Adjustments to reconcile income
         to net cash:
         Depreciation and amortization               11,752        9,773 
         Deferred income taxes, net                   8,405        7,194 
         Undistributed affiliate earnings              (636)        (516)
      Change in assets and liabilities:
         Accounts receivable                        (16,011)      (9,500)
         Accrued utility revenue                      1,964        1,007 
         Inventories                                  4,424         (214)
         Unrecovered/(refundable)
           purchased gas costs                        6,244       (1,670)
         Prepaid expenses                             1,278        1,345 
         Accounts payable and accrued expenses       (7,819)      (9,533)
         Other assets/liabilities                    (2,754)         240 
                                                   --------     -------- 
           Total adjustments                          6,847       (1,874)
                                                   --------     -------- 

      Cash flows from operations                   $ 27,655     $ 17,745 
                                                   ========     ======== 

   Supplemental Disclosures of Cash Flow
      Information:
   Cash Paid During the Year for:
      Interest (net of amount capitalized)         $  8,924     $  7,618 
                                                   ========     ======== 
      Income taxes                                 $  8,324     $  8,805 
                                                   ========     ======== 
</TABLE>
    
    <PAGE>
<TABLE>
<CAPTION>
                                                                    "UNAUDITED"
                        CONNECTICUT NATURAL GAS CORPORATION                    

                       CONSOLIDATED STATEMENTS OF CASH FLOWS                   

                              (Thousands of Dollars)                           

    
                                                  Twelve Months Ended
                                                        June 30,
                                                 ----------------------
                                                    1994         1993    
                                                    ----         ----    

   <S>                                             <C>          <C>
   Cash Flows from Operations                      $ 31,833     $ 16,780 
                                                   --------     -------- 

   Cash Flows from Investing Activities:
      Capital expenditures                          (26,508)     (24,649)
      Other investing activities                    (14,239)      (5,523)
                                                   --------     -------- 
      Net cash used in investing activities         (40,747)     (30,172)
                                                   --------     -------- 
   Cash Flows from Financing Activities:
      Dividends paid                                (14,185)     (13,630)
      Issuance of common stock                          436       17,092 
      Other stock activity, net                        (724)          (8)
      Issuance of long-term debt                     35,100       25,000 
      Principal retired on long-term debt            (4,624)     (29,331)
      Short-term debt                                (7,300)      13,650 
                                                   --------     -------- 
      Net cash provided by
         financing activities                         8,703       12,773 
                                                   --------     -------- 
   Increase (decrease) in Cash and
      Cash Equivalents                                 (211)        (619)
   Cash and Cash Equivalents at
      Beginning of Period                             1,303        1,922 
                                                   --------     -------- 
   Cash and Cash Equivalents at
      End of Period                                $  1,092     $  1,303 
                                                   ========     ======== 
    
</TABLE>
    <PAGE>
    
    
    
<TABLE>
<CAPTION>
                                                                    "UNAUDITED"
                        CONNECTICUT NATURAL GAS CORPORATION                    

                 CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)             

                              (Thousands of Dollars)                           

    
                                                  Twelve Months Ended
                                                        June 30,
                                                 ----------------------
                                                    1994         1993    
                                                    ----         ----    

   <S>                                             <C>          <C>
   Schedule Reconciling Earnings to
      Cash Flows from Operations:
      Income                                       $ 18,044     $ 16,088 
                                                   --------     -------- 
      Adjustments to reconcile income
         to net cash:
         Depreciation and amortization               15,007       12,889 
         Deferred income taxes, net                   1,617         (636)
         Undistributed affiliate earnings            (1,090)        (616)
         Cash distributions received from
           investments                                  251            - 
      Change in assets and liabilities:
         Accounts receivable                         (7,382)      (4,639)
         Accrued utility revenue                        618          437 
         Inventories                                 (2,435)      (5,243)
         Unrecovered/(refundable)
           purchased gas costs                         (650)      (4,724)
         Prepaid expenses                            (1,088)        (214)
         Accounts payable and accrued expenses       11,725        2,957 
         Other assets/liabilities                    (2,784)         481 
                                                   --------     -------- 
           Total adjustments                         13,789          692 
                                                   --------     -------- 

      Cash flows from operations                   $ 31,833     $ 16,780 
                                                   ========     ======== 

   Supplemental Disclosures of Cash Flow
      Information:
   Cash Paid During the Year for:
      Interest (net of amount capitalized)         $ 10,100     $  9,315 
                                                   ========     ======== 
      Income taxes                                 $  8,372     $ 11,172 
                                                   ========     ======== 

</TABLE>
    
    
    
    
    
    
    <PAGE>
                                                                    "UNAUDITED"

                        CONNECTICUT NATURAL GAS CORPORATION                    

    
                           NOTES TO FINANCIAL STATEMENTS                       

                                  June 30, 1994
                              (Thousands of Dollars)
    
    
   (1)  Federal Energy Regulatory Commission (FERC) Order No. 636 Transition
        Costs
    
        The Company began to be billed for FERC Order No. 636 transition costs
        from its pipeline suppliers in June, 1993.  Through June, 1994 the
        Company has paid and deferred $6,700 of an estimated $15,000 of
        potential transition costs.  In July, 1994 the Connecticut Department
        of Public Utility Control (DPUC) issued a decision allowing Connecticut
        natural gas distribution companies to recover these costs from amounts
        which would otherwise have been refunded to customers and the
        opportunity, if necessary, for surcharges added to future customers'
        bills.  Pursuant to this decision, in July, 1994 the Company recognized
        the full recovery of the $6,700 transition costs paid to date.
    
    
   (2)  Long-term Debt
    
        In May, 1994 the DPUC issued a decision approving the Company's
        application to establish a four-year, Medium Term Note (MTN) program. 
        The decision allows the Company to issue up to $75,000 of unsecured
        MTNs at maturities not exceeding thirty years, at terms approved by the
        DPUC.
    
        In July, 1994 the Company issued $10,000 of MTNs at 7.82%, due 2004. 
        There are no call provisions or sinking fund requirements associated
        with these MTNs.  The proceeds were used by the regulated operations to
        repay $5,000 of existing 4.88% short-term debt and for working capital.

    
    
   (3)  Environmental Matters
    
        In May, 1994 the Company paid an immaterial amount to fulfill its
        obligation as a potentially responsible party in connection with the
        Yellow River Road Superfund site in Florida.
    
    
   (4)  Reclassifications

        Certain prior year amounts have been reclassified to conform with
        current year classifications.
    <PAGE>
                                                                    "UNAUDITED"

                       CONNECTICUT NATURAL GAS CORPORATION
                                         
                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                         
                                  JUNE 30, 1994
                 (Thousands of Dollars Except Per Share Amounts)
     
   RESULTS OF OPERATIONS
    
   Higher net income and earnings per share have been recorded for the nine
   months and twelve months ended June, 1994, as compared to 1993.  However, a
   net loss has been recorded for the quarter ending June, 1994, compared to
   net income recorded in the third quarter of fiscal 1993.  Higher operating
   margins were realized throughout 1994, and all reported periods include
   benefits from lower income taxes because of increased deductions.  However,
   in the three months ended June, 1994 increases in operating and maintenance
   expenses and interest and debt expense and substantially lower other income
   more than offset higher margins and lower income taxes.
    
   Operating Margin
    
   Higher operating margin has been recorded in fiscal 1994, principally due to
   higher firm rates effective December, 1993.  All 1994 reported periods also
   benefited from a portion of a pipeline refund and greater interruptible
   margins retained by the Company.  Nine months and twelve months ended June,
   1994 higher operating margins have also been supported by higher firm sales,
   because of colder weather, lower gas costs, and higher margins earned on
   interruptible sales and off-system contract sales.  Three months ended June,
   1994 recorded lower firm sales as a result of a milder spring and higher
   interruptible sales.
    
   Nonregulated district heating and cooling operations (DHC) continue to
   contribute more to operating margin in fiscal 1994 because of the last
   phase-in of new steam and hot water rates in January, 1994 and lower
   variable costs associated with purchased steam and hot water.
    
   Income Taxes
    
   In the quarter ended June, 1994, conforming to industry practice, the
   Company recorded previously unrecognized deductions relating to cost of
   removal expenses for the retirements of plant and equipment.  The Company
   has requested and expects to receive approval for this change from the
   Internal Revenue Service.  This has provided a benefit to earnings from
   lower income taxes of $725 or $.08 per share for the three, nine and twelve
   months ended June, 1994 and will be an ongoing benefit from this point
   forward.  Additional flow-through depreciation deductions associated with a
   major capitalized software system has provided a nine and twelve months
   ended June, 1994 benefit to earnings of $933 or $.10 per share from lower
   income taxes and offset higher Federal and State income taxes related to
   improved results of operations during these periods.
    
   Operations and Maintenance Expenses
    
   Higher operations and maintenance expenses were recorded in 1994 as compared
   to 1993 for all periods presented.  The most significant factor for this
   increase is the recording of additional uncollectibles expenses, including
   receivable amounts forgiven under the Company's state mandated hardship
   arrearage forgiveness program, as allowed in the December, 1993 rate
    
    <PAGE>
   decision.  Increases also occurred in costs for computer rentals, labor,
   employee benefits, workers compensation (due to premium credits received in 
   1993), conservation programs, environmental monitoring services, regulatory
   commission expenses and outside purchased services.  These were partially
   offset by lower other administrative and general expenses and by higher net
   charge service revenues.
    
   Other Income (Deductions)
    
   Fiscal 1993 included unusually high income from an allowance for equity
   funds used during construction, a result of a major long-term capital
   project completed in 1993. There is no similar project in fiscal 1994.  This
   is the principal reason why other income (deductions) is a substantially
   lower positive amount in the three months ended June, 1994 and a deduction
   to net income for the nine and twelve months ended June, 1994.  Net other
   deductions also include higher promotional advertising expenses in all
   reported periods and lower income from merchandising and jobbing activities
   in the quarter and nine months ended June, 1994.
    
   Interest and Debt Expense
    
   Higher short-term borrowing rates on higher average borrowing levels and a
   substantially lower 1994 allowance for borrowed funds used during
   construction have increased the Company's interest and debt expense in 1994. 
   Offsetting these factors is the benefit of lower long-term debt interest
   rates, as a result of the debt refinancings completed in fiscal 1993.
    
    
   MATERIAL CHANGES IN FINANCIAL CONDITION
    
   Cash flows from operations provided working capital and funding for
   construction and other investing and financing activities in the nine months
   ended June, 1994.  In the quarter and twelve months ended June, 1994 cash
   flows from operations and from financing activities together provided
   working capital and funding for construction and other investing activities. 
   Cash flows from operating activities were higher in 1994, as compared to
   1993, for all reported periods.  These higher levels are a result of the
   higher operating margins, the timing of the receipt of cash payments from
   customers, the amount and timing of payments of invoices for volumes of gas
   purchased to serve customers, and a refund received from a pipeline supplier
   during the quarter ended June, 1994. 
    
   In May, 1994 the Connecticut Department of Public Utility Control (DPUC)
   issued a decision approving the Company's application to establish a four-
   year, Medium Term Note (MTN) program.  The decision allows the Company to
   issue up to $75,000 of unsecured MTNs at maturities not exceeding thirty
   years, at terms approved by the DPUC.
    
   In July, 1994 the Company issued $10,000 of MTNs at 7.82%, due 2004.  There
   are no call provisions or sinking fund requirements associated with these
   MTNs.  The proceeds were used by the regulated operations to repay $5,000 of
   existing 4.88% short-term debt and for working capital. 
    
   Federal Energy Regulatory Commission (FERC) Order No. 636 Transition Costs
    
   The Company began to be billed for FERC Order No. 636 transition costs from
   its pipeline suppliers in June, 1993.  Through June, 1994 the Company has
   paid and deferred $6,700 of an estimated $15,000 of potential transition
   costs.  In July, 1994 the DPUC issued a decision allowing Connecticut
   natural gas distribution companies to recover these costs from amounts which
    <PAGE>
   would otherwise have been refunded to customers and the opportunity, if
   necessary, for surcharges added to future customers' bills.  Pursuant to
   this decision, in July, 1994 the Company recognized the full recovery of the
   $6,700 transition costs paid to date.
    
   Environmental Matters
    
   In May, 1994 the Company paid an immaterial amount to fulfill its obligation
   as a potentially responsible party in connection with the Yellow River Road
   Superfund site in Florida.
    
   In May, 1994 the DHC received a notice of violation (NOV) from the State of
   Connecticut Department of Environmental Protection (DEP).  The NOV cites
   failure to accurately and completely monitor discharges of non-contact
   cooling water into the Connecticut River.  Management is of the opinion that
   the NOV is primarily related to issues of record keeping, measurement and
   calculation methods.  The Company's representatives have met with DEP
   officials and have submitted a response to the DEP describing proposed
   corrective actions.  Several corrective measures have already been
   implemented at this time.  To date, DEP has not imposed any fines on the
   Company related to this NOV.
    
    <PAGE>
   PART II - OTHER INFORMATION
    
    
   Item 6.  Exhibits and Reports on Form 8-K
   -----------------------------------------
    
   (a)  Exhibits
    
        None
    
         
   (b)  A report on Form 8-K was filed on May 23, 1994 to file with the
        Commission, under Item 5. Other Information, the contents of the
        Decision issued by the State of Connecticut Department of Public
        Utility Control on May 11, 1994 approving the Company's program to
        issue up to $75 million of Medium Term Notes.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
    
    
    
    
    
    
    
    
    
    
    
                                     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.
    
    
                                            CONNECTICUT NATURAL GAS CORPORATION

    
    
    
    
   Date        08/03/94                     By:   S/ Andrew H. Johnson     
       --------------------                 -----------------------------------
                                                    (Andrew H. Johnson)
                                         Treasurer and Chief Accounting Officer
                                                                               
    
                                            (On behalf of the registrant and as
                                                  Chief Accounting Officer)    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>


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