SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee required)
For the fiscal year ended June 30, 1997 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from ________________ to _______________
Commission File Number 0-1857-3
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The Berkshire Gas Company
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-1731220
- ------------------------------------- -------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
115 Cheshire Road, Pittsfield, MA 01201-1879
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(Address of Principal Executive Offices) (Zip Code)
(413) 442-1511
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- ---------------------
___________________ _____________________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $2.50 Per Share
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(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of shares of Common Stock, $2.50 par value of the
Registrant held by non-affiliates as of July 31, 1997 was $33,005,685. Total
shares of common stock of the Registrant outstanding as of July 31, 1997 were
2,221,606.
Documents Incorporated by Reference:
1. The Berkshire Gas Company's Annual Report to Shareholders for the fiscal
year ended June 30, 1997 (Items 5, 6, 7, and 8 of Part II).
2. The Berkshire Gas Company's definitive Proxy Statement, to be filed on
October 3, 1997, pursuant to Regulation 14A under the Securities and
Exchange Act of 1934 (Items 10, 11, 12 and 13 of Part III).
FORM 10-K
THE BERKSHIRE GAS COMPANY
PART I
------
Table of Contents
<TABLE>
<CAPTION>
Item Page
Number Number
------ ------
<S> <C> <C>
Business 1 3
Properties 2 12
Legal Proceedings 3 12
Submission of Matters to a Vote of Security Holders 4 12
Additional Items - 13
(Executive Officers of the Registrant)
PART II
-------
Market For Registrant's Common Equity and Related Stockholder
Matters 5 14
Selected Financial Data 6 14
Management's Discussion and Analysis of Financial Condition and
Results of Operations 7 14
Financial Statements and Supplementary Data 8 14
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 9 14
PART III
--------
Directors and Executive Officers of the Registrant 10 15
Executive Compensation 11 15
Security Ownership of Certain Beneficial Owners and Management 12 15
Certain Relationships and Related Transactions 13 15
PART IV
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Exhibits, Independent Auditors' Report on Supplemental Schedules,
Financial Statement Schedules, and Reports on Form 8-K 14 16
</TABLE>
<PAGE>
FORM 10-K
THE BERKSHIRE GAS COMPANY
PART I
------
Item I. Business
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General
The Berkshire Gas Company ("the Company") was incorporated in the
Commonwealth of Massachusetts in 1853 and is a publicly-held utility engaged in
the distribution and sale of natural gas for residential, commercial and
industrial use. The Company also has an appliance rental division that sells
and leases gas burning equipment. Through its Berkshire Propane division, the
Company markets liquefied petroleum gas.
Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
of 1995
This Annual Report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those contemplated by such statements. Such statements
reflect management's current views, are based on many assumptions and are
subject to risks and uncertainties.
Certain important factors which could cause such results to differ
include risks associated with the Company's maintaining contracts with specific
customers, government regulation, the increasingly competitive nature of the
markets in which the Company is engaged, and dependence on key personnel. These
factors are not intended to represent a complete list of the general or
specific risks that may affect the Company.
Territory Served
The Company's utility service territory includes 19 communities in the
western portion of the Commonwealth of Massachusetts, including the cities of
Pittsfield and North Adams, the towns of Adams, Amherst, Great Barrington,
Greenfield and Williamstown, and twelve smaller municipalities. The population
of the area served is estimated at 190,000 and is primarily residential in
character, but the territory also includes industrial, agricultural,
educational, cultural and resort facilities. The Company also markets propane
throughout the western portion of Massachusetts, eastern New York and southern
Vermont. The Company currently serves over 32,000 natural gas and 5,000 propane
customers.
Customers
The largest group of natural gas customers is the residential class.
During the fiscal years ended June 30, 1997, 1996 and 1995, residential
consumers accounted for approximately 55%, 54% and 53%; commercial and
industrial consumers accounted for 40%, 42% and 44%; and transportation
consumers accounted for approximately 5%, 4% and 3% of operating revenues
respectively. Although transportation consumers account for a small percentage
of revenues, they account for approximately 37%, 19%, and 34% of pre-tax income
for fiscal years 1997, 1996 and 1995, respectively. Net income could be
impacted by the loss of one or more significant transportation consumers, who
are all under contracts.
The number of natural gas customers increased 1.2% in 1997 over 1996,
from 32,129 to 32,526, both in the residential heating class as well as
commercial and industrial classes. Total Mcf sold and transported increased
from 8,075,347 Mcf in 1996 to 8,079,811 in 1997, due to an increase in load
from the commercial and industrial segment. Total natural gas customers by
classification at June 30 in each of the previous five years were:
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Residential 28,321 28,073 27,894 27,524 27,199
Commercial & Industrial 4,205 4,056 4,031 3,921 3,854
</TABLE>
Competition
Implementation of the Federal Energy Regulatory Commission's ("FERC")
Order 636 has increased the potential for competition in gas procurement,
supply and sale. FERC's actions have sought to encourage competition and
natural gas market efficiency through deregulation and "unbundling of services"
at the interstate pipeline level. This unbundling has changed the historical
relationships, whereby producers sold to pipelines, pipelines sold to local
distribution companies ("LDCs") such as Berkshire Gas and LDCs sold to
end-users. Now LDCs or end-users may utilize pipeline services primarily for
the transportation of gas purchased from third parties.
While historically the Company has been subject to competition from
electricity, oil, propane, coal and other fuels for heating, water heating,
cooking, air conditioning and industrial applications, the regulatory changes
have created the competition among existing and new suppliers or marketers of
natural gas. As a result, the Company is subject to increasing competition from
others to sell natural gas or provide brokerage service to end-users to whom
the Company might otherwise have made sales or provided brokerage service.
Large volume end-users are initially most likely to be the primary target for
third parties seeking to make such sales. When third parties do, in fact,
provide a substantial volume of sales or brokerage service to end-users located
within the Company's service territory, the Company will provide the local
transportation across its distribution system for such third party sales. At
the current time, however, limited third party sales have occurred in the
Company's service territory. Similar opportunities exist for the Company to
market gas to new or existing customers, whether or not they are located within
the Company's service territory.
Rates and Regulations
The Company is subject to the regulatory authority of the Massachusetts
Department of Public Utilities ("MDPU") with respect to various matters,
including rates, financing, certain gas supply contracts, demand-side
management programs and planning and safety matters.
The principal rate classifications are residential, commercial and
industrial. The Company also offers five Quasi-Firm transportation rates for
large end-users as well as interruptible sales and transportation service. The
Company's rate structure is based on the cost of providing service to each
customer class. Current rates became effective January 1, 1994 through a
recalculation of a prior rate increase granted by the MDPU in March 1993. On
May 15, 1995, the Company filed with the MDPU a change in its Transportation
Terms and Conditions to coordinate its balancing and penalty practices with
pipeline standards. At the same time, the Company requested revisions to its
Interruptible Transportation Rate and its five Quasi-Firm Transportation Rates
to be consistent with these new Terms and Conditions. On June 28, 1996, the
MDPU approved the Company's revised Interruptible Transportation Rate and on
November 1, 1996, the proposed Terms and Conditions and Quasi-Firm
Transportation Rates became effective.
The Company's residential rates are designed separately for heating and
non-heating purposes. Additionally, for the Company, like most other utility
companies in Massachusetts, subsidized rates are available to residential
customers who qualify for certain government entitlements. These customers
receive a 20% discount from the standard residential rates. The commercial and
industrial rates are based on load factor; that is, the cost is based on how
much gas is consumed and when it is consumed. Those customers who use more than
30% of their annual usage in the summer are considered high load factor; those
using less than 30% of their annual usage during the summer season are
considered low load factor. There are seven classifications of load factor
rates.
The current firm rate structure is based on seasonal rates, whereby base
rates are higher in the winter (November through April) and lower in the summer
(May through October). In addition to the base rates, the Company has a
seasonal Cost of Gas Adjustment Clause ("CGAC") rate schedule, pursuant to
which the Company recovers (primarily variable) gas costs. Charges under the
CGAC rate schedule are added to the base rates and are designed to recover
higher gas costs in the winter and refund lower gas costs in the summer.
The Company also provides several non-firm and special rates to meet the
varying needs of large customers. These rates include Interruptible Sales
Service whereby a customer is capable of either ceasing operations or switching
to an alternate fuel. Five Quasi-Firm Transportation Rates are available for
large end-users and provide firm transportation and optional standby service
for less than twelve months. Additionally, a Load Management Rate is available
for nonresidential customers who agree to reduce demand to a predetermined
minimum level on peak days. Finally, the Company makes sales to primarily
larger customers under special contracts that reflect charges, levels, and
terms of service different from those under generally available tariffs. Often
arrangements of this nature are made to meet competitive challenges. Such
contracts must be approved by the MDPU on an individual case basis.
The Company is also subject to standards prescribed by the Secretary of
Transportation under the Natural Gas Pipeline Safety Act of 1968 with respect
to the design, installation, testing, construction and maintenance of pipeline
facilities. The enforcement of these standards has been delegated to the MDPU
which has taken an active role in such enforcement, including the application
of civil penalties and the requirement of remedial programs.
The regulation of prices, terms and conditions of interstate pipeline
transportation and sales of natural gas is subject to the jurisdiction of FERC.
The Company is not under the direct jurisdiction of FERC, but monitors, and
periodically participates in, proceedings before FERC which involve the
Company's pipeline gas suppliers/transporters, the Company's operations, and
other matters pertinent to the Company's business. (See also "Competition".)
Environmental Matters
Federal, state and local laws and regulations establishing standards and
requirements for protection of the environment have increased in number and
scope in recent years. The Company cannot predict the future impact of such
standards and requirements, which are subject to change and can have
retroactive effect.
During fiscal 1990, the MDPU issued a generic ruling on cost recovery for
environmental cleanup costs with respect to former gas manufacturing sites.
Under the ruling, the Company will recover, excluding carrying costs, the
prudently incurred annual cleanup costs over a seven-year period through the
CGAC. This ruling also provides for the sharing of any proceeds received from
insurance carriers equally between the Company and its ratepayers, and
establishes maximum amounts that can be recovered from customers during any one
year.
During the year ended June 30, 1997, the Company continued the analysis
and field review of two parcels of real estate formerly used for gas
manufacturing operations, which had been found to contain coal tar deposits and
other substances associated with by-products of the gas manufacturing process.
The review and assessment process began in 1985 with respect to the first site,
which is owned by the Company, and in 1989 with respect to the second site
which was formerly owned by the Company. With the review and approval by the
Massachusetts Department of Environmental Protection ("MDEP"), at one site, the
investigative activities are continuing, while at the second site, the
investigative work is near completion and remedial alternatives are being
examined. It is difficult to predict the potential financial impact of required
remediation of a site until first, the nature and risk is fully characterized,
and second, the remedial strategies and related technologies are determined.
The general philosophy of the Company is one of source removal and/or reduction
coupled with risk minimization. Assuming successful implementation, it is
anticipated that, through 2012, the level of expenditure for the sites will
range from $3,290,000 to $12,302,000. The Company has recorded the most likely
amount of $3,290,000 in accordance with SFAS No. 5. Ultimate expenditures
cannot be determined until a remedial action plan can be developed and approved
by MDEP. The Company's unamortized costs at June 30, 1997, (which are not
included in the above estimate of future costs), were $819,000 and should be
recovered using the formula discussed above.
Seasonality
The Company's business has a distinct seasonal quality because a large
percentage of its sendout serves residential and commercial heating loads. Gas
operating revenues reflect the seasonal nature of the business. Such revenues
are affected by temperature variations between the heating and non-heating
seasons and by seasonal pricing differentials embodied in the Company's
effective schedule of rates and charges for gas services. (See also "RATES AND
REGULATIONS").
Employee Relations
The Company has 153 employees, approximately 54% of whom are represented
by the United Steelworkers of America, AFL-CIO-CLC, under a contract which
remains in effect until March 31, 2000. Relations with employees are generally
satisfactory.
Gas Supply
In 1992, the FERC issued Order 636 which restructured interstate natural
gas pipeline services. Order 636 required that interstate pipeline companies
unbundle (i.e., separate) their sales, transportation and storage services and
provide all transportation services on a basis that was equal in quality for
gas supplies whether purchased from the pipeline or from any gas supplier.
During fiscal 1994, the Company completed its conversion of firm supply
contracts from its interstate pipeline supplier, Tennessee, to third party
suppliers as mandated by Order 636. The Company's purchases of natural gas
under contracts lasting more than one year are subject to the approval of the
MDPU.
The Company's portfolio of firm natural gas contracts consists of Aquila
Energy Marketing (2,683 Mcf/day); Boundary Gas (1,050 Mcf/day); Natural Gas
Clearinghouse ("NGC") "Cosmic" (2,682 Mcf/day) and NGC "636"(4,920 Mcf/day);
and Tenngasco Corporation("TC")(7,599 Mcf/day). The remaining terms of the
Company's gas supply contracts range from approximately four years to six
years.
Under the terms of a fuel purchase agreement executed with Altresco, Inc.
on December 11, 1992, the Company is entitled to receive gas peaking service of
up to 7,310 Mcf per day during the Winter Period of November 1 through March 31
of each year (not to exceed 307,018 Mcf for each Winter Period) and back-up gas
supplies of up to 30,702 Mcf per day in the event of proration or curtailment
of firm gas supplies (including propane).
In addition, the Company executed two contracts with Distrigas of
Massachusetts Corporation ("DOMAC") which entitled the Company to receive up to
5,409 Mcf per day of vaporized Liquified Natural Gas ("LNG"). These contracts
are renewable from year to year.
The Company estimates that its supply of natural gas and supplemental
sources under contract are adequate to meet the anticipated needs of the
Company's customers for the foreseeable future. The annual sources of supply
are as follows: firm long-haul pipeline natural gas, including storage gas,
8,459,574 Mcf; natural gas peaking service (Altresco), 307,000 Mcf; ("DOMAC")
1,920,995 Mcf; and Liquefied Petroleum Gas, 13,800 Mcf (daily capability).
Additional pipeline supplies designated as "best efforts" or "interruptible"
are available from time to time, but are subject to daily curtailment at the
suppliers'/transporters' discretion.
The Company has five Liquefied Petroleum Gas ("LPG") plants and one
temporary portable LNG vaporizing unit which are utilized on peak days to
supplement the pipeline natural gas supply. By supplementing its natural gas
supply with LPG, the Company is able to meet its customers' requirements during
peak periods. The Company's pipeline deliveries combined with LPG facilities'
storage capacity yield a maximum daily sendout of approximately 54,900 Mcf.
Actual maximum daily sendout during the 1996-97 heating season was 44,734 Mcf,
which occurred on January 18, 1997, with an average temperature of 1 degree
Fahrenheit. During the fiscal year ended June 30, 1997, the Company purchased
an aggregate of 5,637,542 Mcf of interstate pipeline natural gas at an average
cost of $4.3635 per Mcf. The average cost in each of the three preceding years
ended June 30 was: 1996 - $3.7234; 1995 - $3.2820; and 1994 - $3.9725. The
composition of gas supply for customer requirements during the fiscal year
ended June 30, 1997, was:
99.9% natural gas and .1% LNG and LPG.
On December 29, 1994, Tennessee filed with the FERC a general rate
increase (Docket RP 95-112) seeking $181 million in additional jurisdictional
revenues. After five months' suspension, Tennessee's rate filing was put into
effect by the FERC subject to refund. From January through March 1996, the
parties held intensive rate settlement negotiations in which various rate and
operational tariff issues were discussed. On April 5, 1996, Tennessee filed a
Stipulation and Agreement which resolved all outstanding issues in the
proceeding. The Stipulation provided for:(a) a cost of service of $689
million;(b) settlement periods consisting of two phases, Phase I covering the
period July 1, 1995-October 31, 1996, and Phase II beginning November 1,
1996;(c) the reclassification of $80 million of fixed costs to the commodity
component beginning in Phase II; (d) reduced seasonalized fuel rates beginning
in Phase II; (e) Market Area Storage billing determinants equal to first day
deliverability and 9 MMDth of storage space inputted for system use, (f) a rate
case effective date moratorium until November 1, 1998; and (g) credits to
various customers on an annual basis for both Phase I and Phase II. On February
28, 1997, the FERC order approving the Stipulation and Agreement became final.
On March 28, 1997, the Company received a rate refund from Tennessee of
$1,814,455 which included principal amounts for the period July 1, 1995,
through February 28, 1997, and interest through March 27, 1997. This refund to
the Company was returned to its customers through the CGAC and effectively
reduced the cost of gas to the customers. On February 28, 1997, after several
years of arduous and difficult negotiations with its customers, Tennessee filed
a settlement offer to resolve the recovery of all its restructuring costs. On
April 16, 1997, the FERC approved the unopposed settlement offer which disposed
of 34 FERC dockets and some 39 appeals of FERC orders pending in the D.C.
circuit. The settlement established a cost sharing mechanism between Tennessee
and its customers. As a result of the order, Tennessee implemented a reduced
Gas Supply Realignment ("GSR") surcharge retroactively for the two-year period
of January 1, 1997, through December 31, 1998. On June 30, 1997, the Company
received a refund from Tennessee of $323,457 representing excess GSR surcharges
from January through March 1997. The refund was returned to Berkshire's
customers through the Company's CGAC. The GSR surcharges that remain to be
charged to Berkshire by Tennessee through December 1998 will not significantly
affect the Company's competitiveness. The GSR surcharges will be absorbed by
all of Berkshire's customer classes.
Item 2. Properties
- ------------------
The Company has approximately 669 miles of distribution mains, the major
portion of which are constructed of coated steel, plastic or cast iron.
Berkshire owns and operates five auxiliary liquefied petroleum gas plants for
supplementing its supply of natural gas. (See "Business - Gas Supply"). The
Company has five terminal stations receiving gas from the interstate pipeline.
All the principal properties of the Company are owned in fee, subject to
the lien of the mortgage securing the Company's First Mortgage Bonds, and are
also subject to covenants, restrictions, easements, leases, rights-of-way and
other similar minor encumbrances or defects common to properties of comparable
size and character; none of which in the opinion of the Company's management
materially interferes with the Company's use of its properties in order to
conduct its business. The Company's gas mains are primarily located under
public highways and streets. Where they are under private property, the Company
has obtained easements or rights-of-way from the record holders of title. These
easements and rights are deemed by the Company to be adequate for the purposes
for which they are being used.
Item 3. Legal Proceedings
- -------------------------
With reference to the matters discussed in Item I "Environmental
Matters", the Company notified its present and former insurance carriers that
it has incurred and will incur further costs associated with the
previously-referenced coal tar deposits, for which it will seek coverage under
applicable insurance policies. No litigation has yet commenced and it is not
possible to determine the extent to which recovery of costs will ultimately be
obtained from such insurance carriers.
The Company is also involved with other legal proceedings incidental to
its business. At the present time the Company cannot predict the outcomes of
these proceedings and also believes that the outcome will not have a material
adverse impact on its overall financial position or results of operations.
Item 4. Submission of Matters To A Vote Of Security Holders
- -----------------------------------------------------------
None.
Additional Items
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Executive Officers of the Registrant
The table set forth below shows the names, titles and ages of all
executive officers of the Registrant as of June 30, 1997. There is no family
relationship among officers of the Registrant. There is no arrangement between
any of the officers and any other person(s) pursuant to which such officer as
or is to be elected as an officer.
<TABLE>
<CAPTION>
Served in This
Name Title Capacity Since Age
- -------------- ----------------------------- -------------- ---
<S> <C> <C> <C>
S.S. Robinson President and Chief Executive 10-28-87 57
Officer
M.J. Marrone Vice President, Treasurer 10-28-87 55
and Chief Financial Officer
L.H. Hotman Vice President of Supply, 10-16-91 54
Rates and Planning
D.P. Atwater Vice President of Customer 11-14-95 48
Services
R.M. Allessio Vice President of Marketing 11-14-95 47
and Distribution
</TABLE>
The executive officers are elected annually.
Listed below is a brief account of the business of each of the above
executive officers during the past five years.
<TABLE>
<CAPTION>
Name Capacity in Which Served During Past Five Years
- -------------- -----------------------------------------------------------
<S> <C>
S.S. Robinson President and Chief Executive Officer
M.J. Marrone Vice President, Treasurer and Chief Financial Officer
L.H. Hotman Vice President of Supply, Rates & Planning; Vice
President of Supply, Rates & Marketing
D.P. Atwater Vice President of Customer Services; Director of Customer
Services, Manager of Distribution - Engineering
R.M. Allessio Vice President of Marketing and Distribution; Director of
Marketing and Distribution; Director of Engineering and
Distribution; Chief Engineer
</TABLE>
PART II
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Item 5. Market For Registrant's Common Equity and Related Stockholder Matters
- -----------------------------------------------------------------------------
The number of registered common shareholders of record of the Registrant
as of the close of business on July 31, 1997, was 1,902. The other information
required is contained in The Berkshire Gas Company's Annual Report to
Shareholders for the fiscal year ended June 30, 1997, ("Registrant's Annual
Report") on page 31, under the heading "Quarterly Financial Information". This
information is hereby incorporated by reference in this report.
Item 6. Selected Financial Data
- -------------------------------
The information required is contained in Registrant's Annual Report on
pages 14 - 15, under the heading "10-Year Comparative Summary of Operations and
Statistics". This information is hereby incorporated by reference in this
report.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
- -------------------------------------------------------------------------------
The information required is contained in Registrant's Annual Report on
pages 16 - 18, under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations". This information is hereby
incorporated by reference in this report.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
The information required is contained in Registrant's Annual Report on
pages 19 - 31, in the financial statements of The Berkshire Gas Company for the
years ended June 30, 1997, 1996 and 1995, together with the related notes to
financial statements, under the heading "Independent Auditors' Report", and
under the heading "Quarterly Financial Information". This information is hereby
incorporated by reference in this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
- -----------------------------------------------------------------------
None.
PART III
--------
Items 10, 11, 12 and 13
- -----------------------
The information required regarding the Executive Officers of the
Registrant is included in Part I under "Additional Items". Certain other
information called for by Items 10, 11, 12 and 13 has been omitted from this
report pursuant to General Instruction G(3), and is incorporated herein by
reference from the definitive proxy statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days
after the close of the Company's last fiscal year.
PART IV
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Item 14. Exhibits, Independent Auditors' Report on Supplemental Schedules,
Financial Statement Schedules and Reports on Form 8-K
- --------------------------------------------------------------------------
(a) 1. Financial Statements
-----------------------
The following financial statements and related notes are contained in the
Registrant's Annual Report for the fiscal year ended June 30, 1997, and
are incorporated herein by reference.
Report of Independent Auditors.
Statements of Income for the years ended June 30, 1997, 1996 and 1995.
Balance Sheets, June 30, 1997, 1996 and 1995.
Statements of Shareholders' Equity, June 30, 1997, 1996 and 1995.
Statements of Cash Flows for the years ended June 30, 1997, 1996 and
1995.
Notes to Financial Statements.
Selected Quarterly Financial Data (unaudited) for the years ended June
30, 1997, 1996 and 1995.
2. Independent Auditors' Report on Supplemental Schedules
---------------------------------------------------------
FORM 10-K
THE BERKSHIRE GAS COMPANY
PART IV
-------
INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL SCHEDULES
To the Shareholders of
The Berkshire Gas Company:
We have audited the accompanying balance sheets of The Berkshire Gas Company as
of June 30, 1997, 1996 and 1995, and for each of the three fiscal years in the
period ended June 30, 1997 and have issued our report thereon dated August 15,
1997; such financial statements and report are included in The Berkshire Gas
Company's 1997 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the financial statement schedules of The
Berkshire Gas Company, listed in item 14. These financial statement schedules
are the responsibility of The Berkshire Gas Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statements schedules, when considered in relation to the basic
financial statements, taken as a whole, present fairly in all material respects
the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
August 15, 1997
3. Financial Statement Schedules
-----------------------------
The information called for by this item appears under the caption
"Financial Statement Schedules and Exhibits Filed with Annual
Report on Form 10-K" (page 1 hereof). Such information is
incorporated by reference herein.
4. Exhibits
--------
The information called for by this item appears under the caption
"Financial Statement Schedules and Exhibits Filed with Annual
Report on Form 10-K" (page 1 hereof). Such information is
incorporated by reference herein.
(b) Reports on Form 8-K
-------------------
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: August 26, 1997 By: /s/ SCOTT S. ROBINSON
----------------------------------
Scott S. Robinson, President & CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons in the
capacities on the dates indicated.
<TABLE>
<CAPTION>
Signatures Capacity Date
- ------------------------------- ---------------------- ---------------
<S> <C> <C>
/s/ FRANKLIN M. HUNDLEY Director August 26, 1997
Franklin M. Hundley
Chairman of the Board
/s/ SCOTT S. ROBINSON Principal Executive August 26, 1997
Scott S. Robinson Officer; Director
President and Chief
Executive Officer
/s/ MICHAEL J. MARRONE Principal Financial August 26, 1997
Michael J. Marrone & Accounting Officer
Vice President, Treasurer
and Chief Financial Officer
/s/ GEORGE R. BALDWIN Director August 26, 1997
George R. Baldwin
/s/ JOHN W. BOND Director August 26, 1997
John W. Bond
/s/ PAUL L. GIOIA Director August 26, 1997
Paul L. Gioia
/s/ JAMES R. KEYS Director August 26, 1997
James R. Keys
/s/ ROBERT B. TRASK Director August 26, 1997
Robert B. Trask
</TABLE>
THE BERKSHIRE GAS COMPANY
FINANCIAL STATEMENT SCHEDULES
and
EXHIBITS
Filed With
ANNUAL REPORT ON FORM 10-K
FORM 10-K
EXHIBIT INDEX
Certain of the following exhibits are filed herewith or will be filed
herewith by amendment. Certain other of the following exhibits have heretofore
been filed with the Commission and pursuant to Rule 411 are incorporated herein
by reference.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -------------------------------------------------------------------
<S> <C>
4(a) First Mortgage Indenture and Deed of Trust, dated as of July 1,
1954, between Pittsfield Coal Gas Company (now The Berkshire Gas
Company) and Chemical Corn Exchange Bank (now Chemical Bank),
Trustee. Filed as Exhibit 4(c) to the Company's Registration
Statement on Form S-1, Registration Statement No. 2-19808, and
incorporated herein by reference.
4(b) First Supplemental Indenture, dated as of June 1, 1956, between the
Company and Chemical Corn Exchange Bank (now Chemical Bank),
Trustee. Filed as Exhibit 4(d) to the Company's Registration
Statement on Form S-1, Registration Statement No. 2-19808, and
incorporated herein by reference.
4(c) Second Supplemental Indenture, dated as of October 1, 1957, between
the Company and Chemical Corn Exchange Bank (now Chemical Bank),
Trustee. Filed as Exhibit 4(e) to the Company's Registration
Statement on Form S-2, Registration Statement No. 2-19808, and
incorporated herein by reference.
4(d) Third Supplemental Indenture, dated as of October 1, 1958, between
the Company and Chemical Corn Exchange Bank (now Chemical Bank),
Trustee. Filed as Exhibit 4(f) to the Company's Registration
Statement on Form S-1, Registration Statement No. 2-19808, and
incorporated herein by reference.
4(e) Fourth Supplemental Indenture, dated as of August 1, 1960, between
the Company and Chemical Bank New York Trust Company (now Chemical
Bank), Trustee. Filed as Exhibit 4(e) to the Company's Registration
Statement on Form S-2, File No. 33-1492, and incorporated herein by
reference.
4(f) Fifth Supplemental Indenture, dated as of June 1, 1962, between the
Company and Chemical Bank New York Trust Company (now Chemical
Bank), Trustee. Filed as Exhibit 4(f) to the Company's Registration
Statement on Form S-2, File No. 33-1492, and incorporated herein by
reference.
4(g) Sixth Supplemental Indenture, dated as of February 1, 1965, between
the Company and Chemical Bank New York Trust Company (now Chemical
Bank), Trustee. Filed as Exhibit 4(g) to the Company's Registration
Statement on Form S-2, File No. 33-1492, and incorporated herein by
reference.
4(h) Seventh Supplemental Indenture, dated as of October 1, 1965,
between the Company and Chemical Bank New York Trust Company (now
Chemical Bank), Trustee. Filed as Exhibit 4(h) to the Company's
Registration Statement on Form S-2, File No. 33-1492, and
incorporated herein by reference.
4(i) Eighth Supplemental Indenture, dated as of September 1, 1967,
between the Company and Chemical Bank New York Trust Company (now
Chemical Bank), Trustee. Filed as Exhibit 4(i) to the Company's
Registration Statement on Form S-2, File No. 33-1492, and
incorporated herein by reference.
4(j) Ninth Supplemental Indenture, dated as of April 1, 1969, between
the Company and Chemical Bank, Trustee. Filed as Exhibit 4(j) to
the Company's Registration Statement on Form S-2, File No. 33-1492,
and incorporated herein by reference.
4(k) Tenth Supplemental Indenture, dated as of March 1, 1972, between
the Company and Chemical Bank, Trustee. Filed as Exhibit 4(k) to
the Company's Registration Statement on Form S-2, File No. 33-1492,
and incorporated herein by reference.
4(l) Eleventh Supplemental Indenture, dated as of April 15, 1975,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(l) the Company's Registration Statement on Form S-2, File No.
33-1492, and incorporated herein by reference.
4(m) Twelfth Supplemental Indenture, dated as of November 27, 1978,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(m) to the Company's Registration Statement on Form S-2, File No.
33-1492, and incorporated herein by reference.
4(n) Thirteenth Supplemental Indenture, dated as of October 15, 1981,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(n) to the Company's Registration Statement on Form S-2, File No.
33-1492, and incorporated herein by reference.
4(o) Fourteenth Supplemental Indenture, dated as of August 19, 1983,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(o) to the Company's Registration Statement on Form S-2, File No.
33-1492, and incorporated herein by reference.
4(p) Fifteenth Supplemental Indenture, dated as of August 19, 1985,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(p) to the Company's Registration Statement on Form S-2,
Registration No. 33-1492, and incorporated herein by reference.
4(q) Sixteenth Supplemental Indenture, dated as of January 1, 1988,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(q) to the Company's Registration Statement on Form S-3,
Registration No. 33-27785, and incorporated herein by reference.
4(r) Seventeenth Supplemental Indenture, dated as of February 1, 1989,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(r) to the Company's Registration Statement on Form S-3,
Registration Statement No. 33-27785, and incorporated herein by
reference.
4(s) Eighteenth Supplemental Indenture, dated as of September 1, 1991,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(x) to the Company's Registration Statement on Form S-3,
Registration Statement No. 33-64302, and incorporated herein by
reference.
4(t) Nineteenth Supplemental Indenture, dated as of September 1, 1992,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(z) to the Company's Registration Statement on Form S-3,
Registration Statement No. 33-64302, and incorporated herein by
reference.
4(u) Debenture Indenture, dated as of November 1, 1986, between the
Company and Centerre Trust Company of St. Louis (now Boatmen's
Trust Company), as Trustee. Filed as Exhibit 4(q) to the Company's
Registration Statement on Form S-2, Registration Statement No.
33-9509, and incorporated herein by reference.
4(v) Senior Note Agreement, dated as of July 1, 1990, between the
Company and Allstate Life Insurance Company. Filed as Exhibit 4(w)
to the Company's Registration Statement on Form S-3, Registration
Statement No. 33-64302, and incorporated herein by reference.
4(w) Charter of the Company. Filed as Exhibit 3(a) to the Company's Form
8, amending the Company's Form 10-Q for the fiscal quarter ended
September 30, 1984, File No. 0-1857-3, and incorporated herein by
reference.
4(x) Amendment to the Company's Charter, dated October 30, 1985. Filed
as Exhibit 3(b) to the Company's Registration Statement on Form
S-2, Registration Statement No. 33-1492, and incorporated herein by
reference.
4(y) Amendment to the Company's Charter, dated July 14, 1986. Filed as
Exhibit 3(a) to the Company's Form 10-K for the fiscal year ended
June 30, 1986, File No. 0-1857-3, and incorporated herein by
reference.
4(z) Amendment to the Company's Charter, dated October 28, 1986. Filed
as Exhibit 4(v) to the Company's Registration Statement on Form
S-3, Registration Statement No. 33-27785, and incorporated herein
by reference.
4(aa) Amendment to the Company's Charter, dated June 15, 1992. Filed as
Exhibit 4(y) to the Company's Registration Statement on Form S-3,
Registration Statement No. 33-64302, and incorporated herein by
reference.
4(bb) Amendment to the Company's Charter, dated July 29, 1994. Filed as
Exhibit 4(bb) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
4(cc) Amendment to the Company's Charter, dated September 10, 1996. Filed
as part of Exhibit 3(i) to the Company's form 10-Q for the fiscal
quarter ended December 13, 1996. File No. 0-1857-3, and
incorporated herein by reference.
4(dd) Senior Note Agreement, dated November 1, 1996, between the Company
and First Colony Life Insurance Company. Filed as Exhibit 4 to the
Company's form 10-Q for the fiscal quarter ended December 31, 1996.
File No. 0-1857-3, and incorporated herein by reference.
10(a) Employment Contract between the Company and Scott S. Robinson.
Filed as Exhibit 10(f) to the Company's Form 10-K for the fiscal
year ended June 30, 1985, File No. 01857-3, and incorporated herein
by reference.
10(b) Contract for the operation and maintenance of a cogeneration
pipeline between the Company and Altresco Financial, Inc., dated
December 11, 1992. Filed as Exhibit 10(n) to the Company's Form
10-K for the fiscal year ended June 30, 1993, File No. 0-18573, and
incorporated herein by reference.
10(c) Year-to-yea r contract for the purchase of propane gas between the
Company and Enron Gas Liquids, dated June 1, 1993. Filed as Exhibit
10(c) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(d) Contract for the transportation of natural gas under IT rate
schedule between the Company and Tennessee Gas Pipeline Company,
contract number 103250-8, dated September 1, 1993. Filed as Exhibit
10(d) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(e) Contract for the transportation of natural gas under FT-A rate
schedule between the Company and Tennessee Gas Pipeline Company,
contract number 2030, dated September 1, 1993. Filed as Exhibit
10(e) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(f) Contract for the transportation of natural gas under FT-A rate
schedule between the Company and Tennessee Gas Pipeline Company,
contract number 2064, dated September 1, 1993. Filed as Exhibit
10(f) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(g) Contract for the transportation of natural gas under FT-A rate
schedule between the Company and Tennessee Gas Pipeline Company,
contract number 779, dated September 1, 1993. Filed as Exhibit
10(g) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(h) Contract for the transportation of natural gas under CGT-NE rate
schedule between the Company and Tennessee Gas Pipeline Company,
contract number 2063, dated September 1, 1993. Filed as Exhibit
10(h) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(i) Contract for the purchase of natural gas between the Company and
Tenngasco Corporation, dated September 14, 1993. Filed as Exhibit
10(I) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(j) Contract for the purchase of natural gas between the Company and
Natural Gas Clearinghouse, dated as of November 1, 1993. Filed as
Exhibit 10(j) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(k) Gas Storage Agreement between the Company and Tennessee Gas
Pipeline Company, dated as of September 1, 1993. Filed as Exhibit
10(k) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(l) Company Corporate Incentive Compensation Plan ("ICP"). Filed as
Exhibit 10(l) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(m) Severance Agreement, dated September 28, 1993, by and between the
Company and Donald Atwater. Filed as Exhibit 10(m) on the Company
Registration Statement on Form S-2, Registration Statement No. 33-
83828, and is incorporated herein by reference thereto.
10(n) Severance Agreement, dated September 28, 1993, by and between the
Company and Robert M. Allessio. Filed as Exhibit 10(n) on the
Company Registration Statement on Form S-2, Registration Statement
No. 33-83828, and is incorporated herein by reference thereto.
10(o) Severance Agreement, dated October 15, 1993, by and between the
Company and Michael J. Marrone. Filed as Exhibit 10(o) on the
Company Registration Statement on Form S-2, Registration Statement
No. 33-83828, and is incorporated herein by reference thereto.
10(p) Severance Agreement, dated October 15, 1993, by and between the
Company and Leslie H. Hotman. Filed as Exhibit 10(p) on the Company
Registration Statement on Form S-2, Registration Statement No.
33-83828, and is incorporated herein by reference thereto.
10(q) Severance Agreement, dated October 15, 1993, by and between the
Company and Cheryl M. Clark. Filed as Exhibit 10(q) on the Company
Registration Statement on Form S-2, Registration Statement No.
33-83828, and is incorporated herein by reference thereto.
13(a) Annual Report to Shareholders
Filed Herewith:
A copy of the Company's Annual Report to Shareholders for fiscal
year ended June 30, 1997.
27(a) Financial Data Schedule
Filed Herewith:
Financial Data Schedule for the fiscal year ended June 30, 1997.
</TABLE>
Berkshire Gas Company
Energizing a Diverse Economy
Not since the economic boom that swept the country in the mid to late 80s
has there been so much excitement about the strength of the national economy.
In New England, the regional economy has been reinvigorated. No longer relying
on any single business or industry, the region's economic strength is now built
on a broader base, encompassing new ventures, the expansion of successful
enterprises and the ingenuity of entrepreneurs and investors.
Diversification is largely responsible for fueling New England's economic
resurgence and - more importantly - the economic revival in the Berkshire Gas
service area. This year's annual report focuses on the diverse nature of the
customers we serve and their many successes.
By knowing our customers, you will come to know us as a company committed
to progress and growth, and dedicated to energizing a diverse economy for the
benefit of our customers and our shareholders.
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
For the Fiscal Year Ended June 30,
<TABLE>
<CAPTION>
1997/1996 1996/1995
OPERATIONS ($000) 1997 1996 % Change 1995 % Change
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Revenues $ 48,463 $ 46,050 5.2% $ 47,934 -3.9%
Operating Margin 25,253 25,835 -2.3 23,114 11.8
Operating and Other Income 11,527 12,042 -4.3 9,418 27.9
Net Income 3,556 4,213 -15.6 2,529 66.6
Earnings Available for Common Stock 3,316 3,521 -5.8 1,835 91.9
COMMON SHARE DATA
- --------------------------------------------------------------------------------------------------------------
Earnings Per Share $ 1.52 $ 1.65 -7.9% $ 0.92 79.3%
Dividends Per Share 1.125 1.105 1.8 1.10 0.5
Book Value Per Share 14.18 13.75 3.1 13.16 4.5
Market Price (Year-End) 16.00 15.38 4.0 15.00 2.5
Average Shares of Common Stock Outstanding (000's) 2,181.5 2,129.2 2.5 1,990.5 7.0
Number of Registered Common Shareholders 1,902 1,881 1.1 1,878 0.2
OTHER DATA
- --------------------------------------------------------------------------------------------------------------
Gross Utility Plant ($000) $101,983 $ 96,571 5.6% $ 91,863 5.1%
Net Utility Plant ($000) 73,640 71,215 3.4 69,326 2.7
Capital Expenditures ($000) 7,393 6,507 13.6 7,746 -16.0
Total Gas Sold and Transported (MCF-000's) 8,080 8,075 0.1 7,392 9.2
Total Natural Gas Customers 32,526 32,129 1.2 31,925 0.6
Propane Gallons Sold (000's) 4,443 4,251 4.5 3,738 13.7
</TABLE>
To Our Shareholders
The past year has been one of strong performance for the Company. We have
seen real strength in the service area economy largely due to the
diversification of existing enterprises and the growth of a wide variety of new
undertakings and emerging technologies. The customers featured in this year's
report provide prime examples of how our economy is growing and why prospects
for future expansion are so encouraging.
Diversity Driving Demand
As existing customers expand their use of natural gas and demand for our
product grows with the addition of new customers, it becomes clear that the
diversification of our economic base has played a major role in the overall
health of our region's economy.
With the move of heavy industry and manufacturing to the South and West,
New Englanders have had to utilize their native resourcefulness to inject new
life into their economy. Many have accomplished this by expanding existing
businesses into new markets and products areas. Others have focused on
investing time and energy in new service sector ventures. And still others have
tapped their entrepreneurial drive to achieve commercial success by utilizing
new and emerging technologies.
This diversity has yielded both economic strength and opportunity. Many
such opportunities for the Company have been driven by the recognition of
natural gas as a highly adaptable premium fuel that is also a friend to the
environment. Additionally, the Company's market position as a full service
energy supplier dedicated to the success of its customers has made natural gas
the first choice for many enterprising business owners as well as homeowners
throughout western Massachusetts.
With small business providing more that 85% of all jobs in this country,
a diverse economy has never been more important. We serve a portion of
Massachusetts known for its academic and research resources. We continue to be
well positioned for new and innovative growth as well as adaptation of existing
assets. The Company is committed to working in partnership with all segments of
our market and of our economy toward mutual success. The profiles in this
report more fully detail our initiatives and we look forward to continuing to
energize the ever diversifying economy in our area.
Performance
Poised for continued success in diverse markets, we take great pride in
our achievements to date.
Per share earnings for the year ended June 30, 1997, were $1.52. Although
earnings were lower than in the prior year, we were successful in achieving
this level of performance despite weather during the heating season that was 9%
warmer than the preceding year and 5% warmer than the 20-year average.
Additionally, operating margins, which are the best measure of a natural gas
utility's performance, were only 2.3% lower than in the previous year.
Efforts to achieve greater earnings stability irrespective of the effects
of unusual weather variances have met with success. We fully intend to continue
to focus every facet of our organization toward further increases in
efficiency, productivity and, in turn, profitability.
During the year, the Company saw considerable growth in income from its
service and propane operations.
Dividend Increase
The Company's Board of Directors is strongly committed to providing
shareholders with a fair return on their investment. The Board reviews the
dividend in light of the Company's financial performance and capital needs on
an ongoing basis in keeping with its conservative, yet progressive dividend
policy.
Improved performance led the Board to take action in June this year,
increasing the quarterly dividend pain on Common Stock from 28 [CENTS] to
28-1/2 [CENTS] per share resulting in an annual dividend of $1.14. This is the
third dividend increase since 1994.
(Picture of President & Chief Executive Officer, Scott S. Robinson)
Propane Expansion
The Company's retail propane division, Berkshire Propane, continues to
achieve new milestones of profitability in serving customers across its 5,000
square mile service area in western Massachusetts and eastern New York.
This year, despite warmer than normal weather, the division's 1997
revenues increased by 17% over the prior year. Operating margins also increased
by 14% over 1996.
In addition, Berkshire Propane tapped two new markets during the year in
an effort to expand upon its track of strong performance - wholesale operations
and retail delivery service in the state of Vermont.
Given the division's considerable storage capacity as well as its
strategically located storage facilities, the decision to offer wholesale
propane services to competitors without similar capacity made sound business
sense. As a result, margins earned from the sale of additional wholesale
volumes supplement those earned on direct retail sales to Berkshire Propane
customers. Capitalizing on existing resources and assets made it possible for
Berkshire Propane to pursue this opportunity without additional expense or
overhead. Plans call for continued expansion and marketing of the division's
wholesale business.
On the retail side, Berkshire Propane expanded its reach in July of this
year adding portions of southern Vermont to its existing service territory.
Initially offering service in and around the towns of Bennington and
Brattleboro, long range plans call for expanding service to surrounding
communities as well.
Efforts to date in this new market have met with considerable success and
are expected to continue to present further expansion opportunities for
Berkshire Propane.
Deregulation
This has been a year of change in the competitive landscape of our
industry and it has also brought the dawning of new opportunities associated
with deregulation.
When it comes to deregulation, opportunity is the key word. Our role as
the transporter of natural gas in western Massachusetts is historic. This is a
service that we have provided for more than 145 years and one that we will
continue to provide in a deregulated environment. The key difference, however,
will be our ability to work strategically with marketers to expand service
while also using the flexibility provided by deregulation to compete in other
segments of the energy marketplace.
In many ways, offering transportation services in a deregulated market is
a natural extension of what we have been doing for a number of years. As far
back as 1987, the Company began to work cooperatively with interested
commercial and industrial customers in offering customized service, which
included transportation of third-party gas supplies. Today, we are successfully
providing transportations services to more than 35% of the Company's commercial
and industrial customers. As well, we will continue to expand our offering of
unbundled rates to customers during the next calendar year.
Viewing marketers as partners instead of as competitors will allow us to
work side by side in expanding the use of natural gas throughout our service
area. Building strategic alliances with marketers and suppliers will benefit
everyone involved while also keeping rates stable and competitive for
commercial end users and consumers. We are truly excited about the
opportunities that deregulation is bringing and we are both enthusiastic and
optimistic about future prospects.
We have been working diligently toward optimizing our organization and
operations for competition in open energy markets with the assistance of the
Reed Consulting Group, a firm widely recognized for its expertise in this area.
The Company anticipates segregating non-regulated market functions from
regulated operations as part of these efforts. This will provide greater
flexibility for pursuing competitive opportunities under deregulation including
the establishment of a separate entity for the marketing of a full range of
energy services.
Finally, the Company is also working with the other investor-owned
natural gas utilities in the Commonwealth of Massachusetts to develop
comprehensive principles and procedures for the "unbundling" of services
offered to customers. The development of these standards will assure a level
playing field while also defining opportunities for open competition.
Tomorrow and Beyond
With the diversification of our service area, our economy grows stronger.
Similarly, deregulation will make it possible for Berkshire Gas to diversify by
providing the flexibility necessary to pursue new opportunities, enhance
profitability and strengthen the Company.
As our industry moves toward open markets and competition, future
prospects are greater than ever before imagined. Deregulation is expected to
change many of the traditional ways of doing business while also creating new
areas of opportunity. Moving beyond the limits of regulation into new ventures
and undertakings provides the Company with new avenues of profitability. At the
same time, we will continue to commit ourselves to exceptional service and
competitive prices in regulated markets.
Building on 145 years of success, we welcome the new millennium, we seek
opportunity and we are well positioned to break new ground.
We thank you for your commitment to Berkshire Gas and we sincerely hope
that this year's report conveys a sense of the excitement, enthusiasm and
optimism that we share as together we work toward building a better company and
continuing to reward you for your investment.
/s/ SCOTT S. ROBINSON
Scott S. Robinson
President & Chief Executive Officer
Energizing a Diverse Economy
As the oldest and most established region in the nation, New England has
always been home to innovation and diversity. From the earliest settlers, the
spirit and drive to create, expand and diversify has been as much a part of New
England as the brightly colored leaves of autumn and the flowing maple syrup
that signals the onset of spring.
As a region, we have experienced the industrial revolution, the advent of
technology and the development of infrastructure dedicated to manufacturing and
economic growth. (An inset picture of MASS MoCA clock tower)
We are now in the midst of another phase in the natural evolution of the
New England economy. The days of heavy manufacturing are fading, being replaced
by a visionary emphasis on the development of emerging technologies,
entrepreneurial pursuits, cutting-edge ideas and a real focus on the future.
These are truly exciting times in our region. (An insert picture of landscaper
at Country Village Condominiums in Great Barrington, Massachusetts)
Long home to some of the country's most prestigious academic
institutions, our region trains some of the finest minds in the world and
benefits from research that is constantly breaking new ground in the arts and
sciences. This is particularly true in western Massachusetts, where we have
seen innovations ranging from the invention of Lexan and other space-age
materials at GE Plastics, to Crane & Company's development of new technologies
designed to protect U.S. currency from counterfeiting. (An insert picture on
left of roof line at Devonshire Estates in Lenox, Massachusetts, insert picture
on right of steam turbine cogeneration system from Ewing Power Systems)
Supplementing the human energy that drives a diverse economy, Berkshire
Gas is proud to play a role in providing the raw materials to fuel growth and
diversification. Working hand in hand with its customers, Berkshire Gas has
been instrumental in providing energy for new entrepreneurial efforts - ranging
from a facility in Amherst, Massachusetts, dedicated to breeding African fish
for retail sale, to a top-flight coffee roaster providing some of the world's
finest coffees to discriminating consumers around the globe. At the same time,
we have been working with more traditional customers to support expanding
markets in our area. (An insert picture on left of painters at Town of Adams
Town Hall, an insert picture on right of special beans selected for Barrington
Coffee Roasting Company in Great Barrington, Massachusetts)
The following profiles, broken down by specific market segments, are
intended to give you a snapshot of the diverse enterprises and undertakings the
Company is proud to support. They'll help you to share some of the excitement
of a region that's building a bright future, while preserving the treasures of
its past. (An insert picture of a hydroponic plant being harvested at
Bioshelters, Inc. located in Amherst, Massachusetts)
Innovation, economic growth and expansion, public-private partnerships,
entrepreneurial enterprises and a focus on the future-we are proud to be
energizing a diverse economy with natural gas, America's premium fuel.
MARKET SEGMENT CULTURAL
MASS MoCA
The Massachusetts Museum of Contemporary Art is symbolic of the economic
renaissance unfolding throughout the Berkshire Gas service area, as 20th
century manufacturing interests are replaced by emerging 21st century
technologies. The revolutionary MASS MoCA concept is being forged by passionate
visionaries intent on revitalizing the small New England city of North Adams,
Massachusetts, by transforming a vacant mill complex into a world-class center
for the arts.
Ten years in the making, MASS MoCA will be a living laboratory for
artists and businesses working in virtually every artistic medium, including
sculpture, theater, dance, film, computer graphics and music. As MASS MoCA
Director Joseph Thompson put it, "MASS MoCA is a supercollider for new art
and new technology."
Built in 1872 to manufacture textiles and later owned by a world leader
in high-quality electronic components, the complex employed 4,000 at its peak.
Foreign competition and manufacturing changes resulted in cutbacks, however,
leaving thousands out of work when the mill closed in 1985. The site's silver
lining was soon discovered by Williams College officials seeking possible mill
locations to meet the space requirements of contemporary art installations. By
1987, the idea to convert the 13-acre, 27-building mill into a mixed-use
cultural and commercial complex had crystallized.
When it officially opens in 1998, MASS MoCA will awe visitors with its
sheer size. It will house expansive art galleries, performing arts facilities,
rehearsal space, offices, fabrication areas, live studio space and pre- and
post-production facilities for audio and video. A diverse consortium of
cultural institutions, artists, and technology firms-including New York's
prestigious Guggenheim Museum-have teamed with MASS MoCA to develop the
sprawling complex.
The first technology firm to become a tenant was the Kleiser-Walczak
Construction Company, which has produced computer-generated special effects for
the entertainment industry, including major motion pictures and theme parks.
Excited by MASS MoCA's potential, the firm moved its headquarters from
Hollywood to studios within the facility.
The architects' decision to preserve the mill's historic character by
retaining its vast, open spaces was popular with artists-and made natural gas
the right choice for heating. It also eliminated the environmental concerns and
liability associated with on-site oil storage and the nuisance of oil delivery.
"Natural gas provided the most economic and efficient way to serve a complex
campus that must house new functions in old buildings," Thompson said.
"Berkshire Gas has been very loyal to this project, and has been a good friend
as well as a good vendor."
Berkshire Gas is proud to have been one of the first corporate supporters
in this noble private-public venture that could one day establish North Adams
as a global hub for contemporary arts.
(A picture of MASS MoCA and people touring the complex)
A truly unique center for the arts, MASS MoCA will feature a mix of traditional
and non-traditional works. The flexibility and cleanliness of natural gas made
Berkshire Gas the logical energy partner.
(A picture of Kleiser-Walczak employee)
The creative synergies offered by MASS MoCA compelled the Kleiser-Walczak
Construction Company to relocate its computer-generated special effects firm
from Hollywood to studios within the complex.
MARKET SEGMENT RETIREMENT LIVING
Devonshire Estates
Because the number of Americans age 65 and older is expected to double
between now and the year 2050, the retirement living industry is one of the
fastest-growing market segments in the Berkshire Gas service area. The Company
has recognized and capitalized on opportunities in this sizable market,
establishing natural gas as the fuel of choice for retirement homes in western
Massachusetts.
So it came as no surprise when Holiday Retirement Corp., and industry
leader based in Salem, Oregon, with more than 200 retirement developments
across the U.S., Canada and England, chose Berkshire Gas as its energy partner
for Devonshire Estates, which is nearing completion in Lenox, Massachusetts.
Unlike most others in the industry, Holiday Retirement's parent company
owns both the construction and management interests in its residences. "When
you're responsible for maintaining a facility, you put a little more care into
building it," said Georgie Kennel who is teaming with her husband, Will, on
their sixth construction management assignment for Holiday Retirement. "We're
more quality-oriented than most. We have to do things right."
Doing it right includes using natural gas for a wide range of energy
needs, including heating, hot water, gas fireplaces and dryers in the six
laundry areas. "We almost always specify natural gas," said Kennel. "It's more
efficient and more economical, especially in an area like this where electric
rates are so high."
Devonshire Estates will provide "independent living" for its senior
residents. One monthly fee covers virtually every resident's needs, including
three meals a day in a full-service restaurant setting. Residents will feel
secure in the knowledge that live-in managers can attend to their needs and,
with dependable natural gas, they won't have to worry about the effect of
winter storms. "It's like living in a fine hotel," Kennel said.
Devonshire Estates has a total of 128 units designed to accommodate a
wide range of needs. The main building features studio apartments,
one-bedroom/one bath units, and two-bedroom/two bath units. There are also 20
deluxe units in separate buildings called garden suites and garden cottages,
which include such amenities as an attached garage, a full kitchen and
washer/dryer.
Construction, which began in the spring of 1997 is scheduled for
completion by year's end. Interest was so keen that fully one-third of the
units had been reserved midway through construction.
Because comfort is critical to the seniors, dependable natural gas is the
right choice for their energy needs and, with its history of reliability,
Berkshire Gas is the right supplier.
(A picture of Devonshire Estates units under construction)
Efficient, dependable natural gas is part of "doing it right" at Devonshire
Estates in Lenox, Massachusetts, a 128-unit retirement development scheduled
for completion in December 1997.
MARKET SEGMENT MUNICIPAL CONVERSIONS
Town of Adams
Strolling through downtown Adams, Massachusetts, is like walking into a
Norman Rockwell painting. Its friendly people, quaint victorian architecture,
and tidy streets and storefronts are a source of pride for those who have
worked so hard to preserve its old New England charm. The town hall has long
been a focal point of this pride, with a rich tradition that include Mark
Twain's address to the townspeople in December 1884, just a year after it was
completed.
By the 1990s, however, the town hall and adjacent police station were
outdated, overcrowded and badly in need of repair. Even more importantly, the
liability and environmental issues associated with the aging underground oil
tank forced the town into action. Adams took a unique approach to its space
dilemma, renovating a historic downtown mansion perfectly suited to its needs.
For its energy requirements, Adams turned to Berkshire Gas for professional
services, technical expertise and environmentally friendly natural gas.
According to Town Administrator Jim Leitch, a capital planning committee
chose historic Plunkett mansion as the new home for the town hall after a
lengthy search of prospects. Built in 1905, it offered an ideal downtown
location and the opportunity to restore a historic building to its original
beauty.
Relocation of the town offices to Plunkett mansion enabled the police
department to expand into the old town hall, but both buildings still faced
major renovations. In addition, neither the old nor new town halls had the
equipment necessary for conversion to natural gas. As it has with other
municipalities in its service area, the Company demonstrated its commitment to
public/private partnership, providing professional services and energy
solutions throughout the conversion process to satisfy the town's needs.
In that spirit, Berkshire Gas installed the necessary service lines while
also providing valuable engineering services and technical guidance. "Berkshire
Gas was a good partner in the construction of both of these facilities," Leitch
said. "They provided much-needed equipment, installation assistance and
technical support in addition to meeting difficult site and scheduling
demands." Although both facilities were designed for oil, Leitch said natural
gas was the clear choice for the future because of maintenance and
environmental issues. It was particularly well-suited for the police station's
rooftop heating and air conditioning unit, and as a fuel for its emergency
backup generator.
When construction is completed in December 1997, Adams will again take
pride in its municipal buildings, and comfort in the knowledge that dependable,
all-American natural gas will be fueling its growth into the next century and
beyond.
(A picture of the new town hall in Adams, Massachusetts)
Municipalities across the Company's service area are choosing to convert their
buildings and facilities from oil to natural gas. By converting its new town
hall, the Town of Adams, Massachusetts, has avoided the liability and
environmental issues associated with underground oil tanks.
(A picture of Adams Town Administrator Jim Leitch with Berkshire Gas
Salesperson Marty Martin with Adams Town police station under construction in
background)
The new Town of Adams police station-under construction in background-will use
natural gas for heating and air conditioning, as well as for its emergency
backup generator.
MARKET SEGMENT GOODS & SERVICES
Bioshelters, Inc.
Under a futuristic, dome-like structure in landlocked Amherst,
Massachusetts, a revolutionary aquaculture experiment has been transformed into
a thriving example of entrepreneurial achievement, expected to produce 1.2
million pounds of fresh water fish when it reaches full production in 1998.
This farm of the future, whose resource conservation strategies may be an
answer to feeding the world's exploding population, is being energized by the
fuel of the future: clean-burning, efficient natural gas.
Bioshelters uses an ingenious, energy-efficient process to raise tilapia,
a warm water fish native to Africa, and gourmet herbs under the same roof. The
tilapia are bred and raised in a series of tanks on the ground floor, including
four that can each hold 160,000 gallons and an equal number of mature fish.
Water from these tanks is pumped to a hydroponic garden located on the second
floor, where herbs grow in water rather than soil and absorb sunlight through
the structure's translucent roof. The closed-loop system recirculates water,
carrying fish manure to fertilize the garden's herbs. The fish make food for
the plants, the plants clean the water for the fish and 99.7 percent of the
water and waste is recycled.
"We call this an artificially created natural ecosystem," said John Reid,
Bioshelters' President and CEO. "It solves a growing environmental problem and
produces profitable products." The fish are shipped live for sale in Boston and
the herbs are sold at supermarkets all over the Northeast.
Because the fish are indigenous to warm African waters, heating the tanks
is Bioshelters' most critical energy need. Berkshire Gas made a significant
investment to serve Bioshelters' growth, extending its gas mains to provide the
rural facility with a more controllable and dependable fuel source. Efficient
gas-fired boilers provide energy for the eight miles of concrete-embedded,
polyethylene tubing that make up the radiant heating system.
Berkshire Gas also solved Reid's concerns about the dependability of
electricity for the facility's water circulation pumps. "If we're down for
three hours, we're in trouble," he said. "With the damage summer or winter
storms can do to power lines, the power company just isn't reliable enough for
our purposes." Bioshelters' recent installation of a cogeneration system-fueled
by reliable natural gas-further reduces its dependence on the power company by
generating electricity for pumps, lights and other needs.
Bioshelters' ambitious five-year plan calls for the construction of
additional facilities to serve major markets across the U.S. and Canada. Reid
has found that natural gas is a natural fit for continued growth in his farms
of the future.
(A picture of a Bioshelters employee)
An employee examines the root development of plants in Bioshelters'
second-floor hydroponic garden. Recirculated water carries fish manure to
nourish the plants in the unique, closed-loop system heated by gas-fired
cogeneration equipment.
(An aerial picture of Bioshelters)
Dependable, clean-burning natural gas fits both the efficiency and
environmental standards of Bioshelters, a thriving aquaculture business in
Amherst, Massachusetts, that produces tilapia fish and hydroponic herbs. The
one-of-a-kind, dome-like structure makes efficient use of solar and thermal
energy.
MARKET SEGMENT RESIDENTIAL
Country Village Condominiums
Hardwood floors. Granite and marble fireplaces. Jacuzzi tubs. Set foot in
one of the Country Village Condominiums in Great Barrington, Massachusetts, and
you'll want to move in. "That's the immediate reaction of everyone who sees
them, from the workmen to our prospective buyers," said Richard Stanley, the
project's developer. "It's not something you see as much as something you
feel."
The "feel" is a result of Stanley's attention to detail and demand for
quality, from the attractive landscaping and fine interior trim to his choice
of clean-burning, efficient natural gas for heating. "Simplicity and
cleanliness are key issues when it come to heating fine homes," he said. "I
never would have considered oil."
Stanley began developing the seven-acre site in the fall of 1996. When
it's completed, there will be a total of 25 units in eight buildings. The
three-bedroom condos each offer up to 2,100 square feet of living space and are
replete with amenities, including oversized windows, tiled bathrooms, central
air, central vacuum, appliances, 200-square foot decks and attached garages
with automatic door openers.
Country Village, a short walk from downtown, appears especially
attractive to homeowners in their mid-50s or older who are not interested in
shoveling, mowing and other maintenance chores. Dependable natural gas fits
their care-free demands, providing no-worry heat, hot water, and easy operation
for the fireplaces that grace each condo.
"Today's more sophisticated buyer also typically insists on a gas stove
for cooking," Stanley noted. Experienced developers like Stanley know that
natural gas is the best energy value, outperforming other fuels for temperature
control, BTU efficiency, equipment reliability and heating system recovery
rates.
A New York native, Stanley inherited a hair salon franchise from his
father and built it to more than 600 locations at home and abroad. But when he
purchased a second home in the Berkshires in the early 1980s, he was captivated
by the region's natural beauty and cultural attractions. He sold the franchise
and moved here permanently to "semi-retire" a few years later. "Now I'm working
harder than ever," he said with a laugh.
Stanley's first ventures as a developer involved investments of more than
$1 million to buy and develop commercial properties in downtown Great
Barrington. Now his condos are generating inquiries from upscale second-home
owners and retirees interested in residing near Great Barrington's thriving
downtown.
Prospective buyers will see in a moment that Country Village offers
everything needed for a contemporary, upscale lifestyle:elegant construction, a
quaint bustling town life, maintenance-free living and dependable natural gas,
the fuel of choice for the educated home-owner.
(A picture of developer Richard Stanley with a client)
Developer Richard Stanley(left) said he "never would have considered oil" for
his beautiful, new condominiums in Great Barrington, Massachusetts, preferring
the dependability and performance of natural gas for the heat, hot water,
fireplaces and cooking needs of his upscale clientele.
(A picture of a Country Village Condominium)
MARKET SEGMENT ECONOMIC DEVELOPMENT
Airport Industrial Park
Development interests throughout the Berkshire Gas service are finding
that the availability of dependable, economical natural gas can play as vital a
role as land availability in attracting prospective tenants to their industrial
parks. Although industrial parks are not new to New England, their growth in
the post-recession economy has created one of the Company's fastest-growing
market segments.
Berkshire Gas recently completed work in Montague, Massachusetts,
where the town has invested more than $1 million to revitalize Airport
Industrial Park-which originally opened in the early 1980s-by developing an
additional 52 acres. "Industry carries a lot of the tax load," said Denis
Superczynski, Community Development Planner for the Town of Montague. "The
more new and expanding companies we can attract, the more job opportunities
we'll provide and the lower everyone's taxes will be as a result."
So the Town of Montague is rolling out the red carpet, providing tax
increment financing, training funds and other incentives. Recognizing the
importance of providing uninterrupted, cost-efficient natural gas as part of
the park's infrastructure, the town asked Berkshire Gas to extend its gas mains
by 1.5 miles. "Most of our prospects ask about the availability of natural
gas," Superczynski said. "Companies really appreciate the benefits it
provides."
Superczynski said businesses have come to Airport Industrial Park for a
number of reasons, including its proximity to the Connecticut River and
Interstate 91, competitive land pricing and a skilled work force. He said
flexibility also is a plus, as the park can accommodate individual lots ranging
from a single acre to more than 15 acres. The natural gas line, which was
completed in July, enables the park to meet a wide range of tenant needs, from
heating and air conditioning to manufacturing processes.
One of the first tenants in the new development was Ewing Power Systems.
The company, whose work force has more than doubled in the past year, supplies
steam turbine cogeneration systems to large steam users both in the U.S. and
abroad. These systems allow Ewing customers to produce low-cost electricity
with the same steam they are now using for heating or process.
Ewing President Lynn B. DiTullio said the company's fastest growing
markets are international. "Electricity costs even more overseas," she said.
"It can be four times as much as in the U.S." Although Ewing, which was founded
in 1986, traditionally has customized its systems, the company recently
introduced standard products to serve smaller customers at a fraction of the
original cost.
By including natural gas in the infrastructure of their industrial parks,
developers in the Berkshire Gas service area are improving their site's
marketability and their tenants' profitability.
(An aerial picture of the Airport Industrial Park)
Airport Industrial Park in Montague, Massachusetts, is one of many
developments in the Company's service area that is providing natural gas for
tenants' use in everything from heating and air conditioning to manufacturing
processes.
(A picture of Ewing Power Systems employee)
Airport Park tenant Ewing Power Systems produces steam turbine cogeneration
systems like this one, built for a municipal power plant near Paris, France.
MARKET SEGMENT PROPANE
Barrington Coffee Roasting Company
Premium coffee with a premium fuel...A coffee lover's dream has become a
reality at the Barrington Coffee Roasting Company in Great Barrington,
Massachusetts, where two entrepreneurs have perfected the art of roasting
exotic coffee beans from around the world using a precision process that is
fueling rapid growth in their business.
Owners Gregg Charbonneau and Barth Anderson, who met and began sharing
their coffee obsession while in college, are dedicated to producing the
highest-quality coffee in the world. From their Great Barrington facility, they
search the globe for the finest coffee beans, screen them for quality and then
roast them to perfection for whole-sale, mail-order and sale on the Internet.
Business is great. Annual production has jumped from 20,000 pounds when they
opened in 1993 to a projected 125,000 pounds in 1997.
The key to their success? "We're fanatics about quality," Charbonneau
said. He said they choose only coffees from the species of tree known as Coffea
arabica-the highest quality coffee-in the world's richest coffee-growing
regions and then roast them in small batches, carefully controlling each step
of the process.
Fine coffee is like fine wine. Just as fine wines may begin with grapes
from France, Italy or California, fine coffees may begin with beans grown in
Costa Rica, Indonesia or Ethiopia. "Characteristics such as body, mouth, feel
and acidity may vary from year to year, so we sample constantly," Charbonneau
said.
Anderson calls Barrington Coffee's contribution to the final product "a
blend of art and science." During this process, propane-heated air roasts the
beans, which are kept moving so as not to burn.
Precise temperature controls and timing are critical to this process,
which is why propane gas is the only fuel Barrington Coffee trusts to meet its
exacting standards. "The quality of the fuel and constant supply are
exceedingly important," Anderson said. "If there's any fluctuation in
temperature, the coffee will pick it up. Propane gas gives us that
consistency." When they're deemed perfect, the beans are "quenched" by rapidly
flowing air and packaged immediately.
Charbonneau and Anderson recently invested $60,000 in a new French-built
roaster-the only one of its kind in this country. Anderson said Berkshire
Propane provided valuable assistance with its installation. "Everyone at
Berkshire Propane has been extremely helpful, from management to sales and
service representatives," Anderson said.
So if you're fortunate enough to sample one of the fine, exotic coffees
produced by the master roasters of Barrington Coffee, remember that Berkshire
Propane helped make it great.
(A picture of Barrington Coffee owners, Barth Anderson and Gregg Charbonneau)
Quality and consistency are critical in the propane-heated, roasting process at
Barrington Coffee in Great Barrington, Massachusetts, where owners Barth
Anderson and Gregg Charbonneau (above, l-r) select only the world's finest
coffee beans and then roast them to flavor perfection (right).
(A picture of Barrington Coffee owners, Barth Anderson and Gregg Charbonneau
during a different phase of production)
Service Area
The Company's service area encompasses parts of three counties in western
Massachusetts and a portion of eastern New York, providing natural gas services
to 19 cities and towns with a total population of more than 190,000. Propane
service is provided to more than 100 communities in western Massachusetts,
eastern New York and southern Vermont.
The unspoiled beauty of the Berkshire Gas service area is treasured by
residents and visitors alike, serving as a magnet to lovers of brilliant fall
foliage, charming ski resorts and scenic golf courses, as well as providing a
picturesque backdrop for renowned cultural attractions. The Company is proud to
fuel the growing and diverse energy needs of a region whose desire to achieve
economic prosperity is exceeded only by its determination to protect its
environment for future generations.
(Map of Berkshire Gas and Berkshire Propane service area)
Financial Review
Contents
10-Year Comparative Summary of Operations and Statistics............... 14
Management's Discussion and Analysis of Financial Condition and Results
of Operations......................................................... 16
Financial Statements:
Statements of Income................................................. 19
Balance Sheets....................................................... 20
Statements of Shareholders' Equity................................... 21
Statements of Cash Flows............................................. 22
Notes to Financial Statements........................................ 23
Independent Auditors' Report......................................... 29
Quarterly Financial Information........................................ 31
Officers and Directors................................................. 32
10-Year Comparative Summary of Operations and Statistics
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Years Ended June 30,
OPERATIONS ($000) 1997 1996 1995 1994 1993
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Revenues $ 48,463 $46,050 $47,934 $53,029 $47,132
Cost of Gas Sold 23,210 20,215 24,820 27,885 24,831
------------------------------------------------
Operating Margin 25,253 25,835 23,114 25,144 22,301
------------------------------------------------
Net Income 3,556 4,213 2,529 3,673 2,810
Earnings Available for Common
Stock 3,316 3,521 1,835 2,953 2,066
COMMON SHARE DATA
- -------------------------------------------------------------------------------------
Earnings Per Share $1.52 $1.65 $0.92 $1.69 $1.20
Annualized Dividends Per Share 1.14 1.12 1.10 1.10 1.08
Dividends Declared Per Share 1.125 1.105 1.10 1.085 1.08
Book Value Per Share 14.18 13.75 13.16 12.99 12.30
Market Price (Year-End) 16.00 15.38 15.00 16.25 18.00
Average Shares of Common Stock
Outstanding (000s) 2,181.5 2,129.2 1,990.5 1,751.8 1,718.5
CAPITALIZATION ($000)
- -------------------------------------------------------------------------------------
Common Equity $ 31,365 $29,595 $27,688 $22,946 $21,326
Preferred Stock 363 8,406 8,448 8,491 9,026
Long-Term Debt 40,000 31,999 30,983 31,083 25,413
------------------------------------------------
Total Capitalization $ 71,728 $70,000 $67,119 $62,520 $55,765
------------------------------------------------
% OF TOTAL
- -------------------------------------------------------------------------------------
Common Equity 43.7% 42.3% 41.2% 36.7% 38.2%
Preferred Stock 0.5 12.0 12.6 13.6 16.2
Long-Term Debt 55.8 45.7 46.2 49.7 45.6
RATIOS (%)
- -------------------------------------------------------------------------------------
Payout Ratio 74% 67% 120% 65% 90%
Market-to-Book Ratio 113 112 114 125 146
Return on Average Common Equity 10.9 12.3 7.2 13.3 9.8
PROPERTY ($000)
- -------------------------------------------------------------------------------------
Capital Expenditures $ 7,393 $6,507 $7,746 $5,112 $5,458
Pipeline Construction 0 0 0 0 5,659
Gross Utility Plant 101,983 96,571 91,863 86,098 83,016
Net Utility Plant 73,640 71,215 69,326 66,191 65,846
Net Non-Utility Plant 6,096 5,949 5,962 5,715 5,004
Total Assets 101,688 93,660 87,741 90,991 91,891
GAS SALES (MCF-000s)
- -------------------------------------------------------------------------------------
Residential 2,730 2,814 2,513 2,839 2,730
Commercial & Industrial 2,289 2,626 2,305 2,625 2,681
Interruptible 592 522 1,104 807 1,012
- -------------------------------------------------------------------------------------
Total Natural Gas Sales 5,611 5,962 5,922 6,271 6,423
GAS TRANSPORTED (MCF-000s)
- -------------------------------------------------------------------------------------
Firm Transportation 1,409 1,073 1,130 874 289
Interruptible Transportation 1,060 1,040 340 217 0
- -------------------------------------------------------------------------------------
Total Gas Sold and Transported 8,080 8,075 7,392 7,362 6,712
- -------------------------------------------------------------------------------------
Propane Gallons Sold 4,443 4,251 3,738 3,904 3,522
OTHER STATISTICS
- -------------------------------------------------------------------------------------
Customer Meters 32,526 32,129 31,925 31,445 31,053
Maximum Daily MCF Sendout 44,734 44,161 45,760 43,934 39,446
Minimum Daily MCF Sendout 7,847 8,381 8,216 8,114 7,371
Degree Days 6,953 7,402 6,748 7,651 7,396
20-Year Average Degree Days 7,301 7,300 7,354 7,356 7,341
Number of Employees 153 153 160 173 181
</TABLE>
10-Year Comparative Summary of Operations and Statistics
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Years Ended June 30,
OPERATIONS ($000) 1992 1991 1990 1989 1988
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Revenues $47,969 $41,408 $39,476 $37,274 $34,992
Cost of Gas Sold 26,741 22,341 20,280 20,953 19,619
-----------------------------------------------
Operating Margin 21,228 19,067 19,196 16,321 15,373
-----------------------------------------------
Net Income 1,952 1,462 2,047 1,769 1,757
Earnings Available for Common
Stock 1,849 1,377 1,955 1,671 1,653
COMMON SHARE DATA
- ------------------------------------------------------------------------------------
Earnings Per Share $1.10 $0.83 $1.21 $1.05 $1.14
Annualized Dividends Per Share 1.08 1.08 1.28 1.28 1.28
Dividends Declared Per Share 1.08 1.23 1.28 1.28 1.235
Book Value Per Share 12.13 12.07 12.40 12.40 12.57
Market Price (Year-End) 14.75 13.00 14.50 17.25 16.75
Average Shares of Common Stock
Outstanding (000s) 1,687.7 1,655.6 1,622.6 1,595.1 1,444.7
CAPITALIZATION ($000)
- ------------------------------------------------------------------------------------
Common Equity $20,626 $20,155 $20,299 $19,904 $19,848
Preferred Stock 9,111 1,196 1,290 1,378 1,465
Long-Term Debt 26,564 28,156 29,147 23,066 14,952
-----------------------------------------------
Total Capitalization $56,301 $49,507 $50,736 $44,348 $36,265
-----------------------------------------------
% OF TOTAL
- ------------------------------------------------------------------------------------
Common Equity 36.6% 40.7% 40.1% 44.9% 54.7%
Preferred Stock 16.2 2.4 2.5 3.1 4.1
Long-Term Debt 47.2 56.9 57.4 52.0 41.2
RATIOS (%)
- ------------------------------------------------------------------------------------
Payout Ratio 98% 130% 106% 122% 112%
Market-to-Book Ratio 122 108 117 139 133
Return on Average Common Equity 9.1 6.8 9.7 8.4 9.5
PROPERTY ($000)
- ------------------------------------------------------------------------------------
Capital Expenditures $5,165 $4,245 $6,438 $12,308 $9,778
Pipeline Construction 1,539 4,526 6,475 0 0
Gross Utility Plant 79,942 76,404 71,805 65,657 55,310
Net Utility Plant 64,840 63,277 60,558 55,991 46,576
Net Non-Utility Plant 8,965 10,627 8,119 2,882 2,616
Total Assets 92,124 95,971 83,680 65,240 56,886
GAS SALES (MCF-000s)
- ------------------------------------------------------------------------------------
Residential 2,639 2,347 2,545 2,547 2,428
Commercial & Industrial 2,703 2,480 2,778 2,702 2,564
Interruptible 1,468 1,092 1,163 1,026 893
- ------------------------------------------------------------------------------------
Total Natural Gas Sales 6,810 5,919 6,486 6,275 5,885
- ------------------------------------------------------------------------------------
GAS TRANSPORTED (MCF-000s)
- ------------------------------------------------------------------------------------
Firm Transportation 0 0 0 0 0
Interruptible Transportation 0 0 169 118 31
- ------------------------------------------------------------------------------------
Total Gas Sold and Transported 6,810 5,919 6,655 6,393 5,916
- ------------------------------------------------------------------------------------
Propane Gallons Sold 3,158 2,927 2,789 2,588 2,293
OTHER STATISTICS
- ------------------------------------------------------------------------------------
Customer Meters 30,507 30,641 30,395 29,733 28,684
Maximum Daily MCF Sendout 38,237 37,095 38,012 37,480 38,917
Minimum Daily MCF Sendout 8,060 6,855 7,294 7,228 6,603
Degree Days 7,210 6,261 7,045 7,581 7,471
20-Year Average Degree Days 7,348 7,432 7,474 7,474 7,479
Number of Employees 180 185 191 194 182
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- -------------------------------------------------------------------------------
(Dollars in Thousands Except Share and Per Share Amounts)
An Overview of 1997
- -------------------------------------------------------------------------------
The Company reported Earnings Available for Common Stock of $3,316 or
$1.52 per share as compared to $3,521, or $1.65 in 1996. Despite approximately
5% warmer than normal weather this year, the impact on earnings was reduced due
to management's debt restructuring program and the growth of the unbundled gas
transportation segment of the business. The number of degree days in 1997 was
6,953, a 6% decrease from the prior year and 5% less that the 20-year average.
Earnings in 1997 represent a return on average common equity of 10.9%,
confirming the Company's commitment to provide a fair return to shareholders.
The book value per share rose to $14.18 from $13.75 in 1996. The Company's
Board of Directors voted to increase the quarterly dividend paid on Common
Stock to $.285 per share or $1.14 on an annual basis, indicating confidence in
the Company's current and future performance. The Company has completed a debt
restructuring program which replaced higher cost debt and Preferred Stock
resulting in lower interest costs and taxes.
Net Utility Plant increased to approximately $73,640, a 3.4% increase
from 1996, reflecting capital expenditures of $7,393. These expenditures
represent automation of the meter reading system as well as continued expansion
and enhancement of the distribution system.
Results of Operations
- -------------------------------------------------------------------------------
1997 vs. 1996
Earnings available for Common Stock were $3,316 for 1997 as compared to
$3,521 for 1996; Earnings Per Share of Common Stock based on the average number
of shares outstanding for the same periods were $1.52 and $1.65, respectively.
The $.13 or 7.9% decrease in per share earnings from 1996 is due primarily to
9% warmer weather during the heating season. This decrease was offset in part
by lower costs through debt restructuring and increased transportation
revenues.
Berkshire Gas Company considers Operating Margin (Operating Margin or
Gross Profit=Operating Revenues Net of Cost of Gas Sold) to be a more pertinent
measure of operating results than Operating Revenues. This is due primarily to
the fact that revenues include changes in the cost of natural gas which must be
recovered or returned to customers through the Cost of Gas Adjustment Clause
("CGAC"). Consequently, changes in the cost of gas will affect revenue levels,
but do not have a corresponding effect on income. Additionally, margins earned
on interruptible gas sold and transported are flowed back to the firm customers
and therefore are not included in income. Accordingly, the discussion below
pertains to Operating Margin.
Operating Margin decreased $582 or 2.3% as compared with 1996. Operating
Margin is primarily affected by the change in the level of firm gas sold and
transported. The decrease from 1996 is primarily due to lower volumes of firm
residential and commercial gas sold resulting from warmer than normal weather,
particularly during the winter heating season when temperatures averaged 9%
warmer than 1996, partially offset by higher transportation revenues and an
increase in the number of customers.
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Firm MCF Sold and Transported 6,428 6,513
Operating Margin $25,253 $25,835
Average Operating Margin Per Firm MCF $ 3.93 $ 3.97
</TABLE>
Other Operating Expenses consisted of the following:
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Transmission and Distribution $ 3,420 $ 3,304
Customer Accounts 3,029 3,172
Administrative and General 4,382 3,814
Other 1,231 1,192
------------------
Total $12,062 $11,482
==================
</TABLE>
Other Operating Expenses increased $580 or 5.1% from 1996 levels. The
increase reflects higher Administrative and General Costs of $568 due to higher
professional fees. These costs reflect the Company's development of a strategic
plan as the gas industry deregulates, the implementation of an early retirement
program and higher workers compensation insurance. Other Operating Expenses
also reflects increased Transmission and Distribution expense of $116 offset
by lower Customer Accounts expense of $143, a result of meter reading
automation.
Depreciation Expense increased by $174 in 1997 over 1996 due to an
increase in depreciable assets.
Other Income increased $821 or 53.5% from 1996. The increase was
primarily due to higher interest of $379 on the undercollection of prior period
gas costs through the CGAC, higher Propane revenue of $296 due to increased
gross margin and customer growth, and an increase in jobbing revenues of $149
due to increased activity.
Interest Expense increased $505 or 14.5% due to the increase in long-term
debt used to retire the $8,000, 8.4% Preferred Stock series and the cost of
short-term debt to finance undercollected gas costs.
Income Taxes decreased $420 from 1996 due to lower taxable earnings.
Dividends declared on Preferred Stock decreased $452 due to the
retirement of the 8.4% Preferred Stock in the second quarter of fiscal 1997.
Overall cost of capital, which includes long-term and short-term interest, CGAC
interest and dividends on Preferred Stock, decreased due to the Company's debt
restructuring.
Common Stock dividends increased $104 due to additional shares
outstanding through the Company's Dividend Reinvestment Program ("DRIP") over
the twelve-month period and, to a lesser extent, an increase in quarterly
dividends to $.285 per share, from $.28 per share, effective the fourth quarter
of 1997.
1996 vs. 1995
Earnings available for Common Stock were $3,521 for 1996 as compared to
$1,835 for 1995. Earnings Per Share of Common Stock based on the average number
of shares outstanding for the same periods were $1.65 and $.92, respectively.
The $.73 or 79.3% increase in per share earnings from 1995 is due primarily to
more normal weather during the heating season, lower interest costs through the
initial stages of debt restructuring and increased operating efficiencies.
Operating Margin increased $2,721 or 11.8% as compared with 1995.
Operating Margin is primarily affected by the change in the level of firm gas
sold and transported. Interruptible gas sold and transported has no effect on
Operating Margin since those margins are flowed back to the firm customer. The
Company's sales are affected by weather as the majority of its firm customers
use natural gas for heating. The increase from 1995 is primarily due to higher
volumes of firm gas sold due to 9.7% colder weather than 1995, particularly
during the winter heating season when temperatures averaged 16.6% colder than
the 1995 season.
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Firm MCF Sold and Transported 6,513 5,948
Operating Margin $25,835 $23,114
Average Operating Margin Per Firm MCF $ 3.97 $ 3.89
</TABLE>
Other Operating Expenses consisted of the following:
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Transmission and Distribution $ 3,304 $ 3,400
Customer Accounts 3,172 2,740
Administrative and General 3,814 4,173
Other 1,192 1,276
-------------------
Total $11,482 $11,589
===================
</TABLE>
Other Operating Expenses decreased $107 or .9% from 1995 levels. The
Company's efforts in cost containment measures improved efficiency and reduced
the work force. Decreased Transmission and Distribution expense of $96 reflects
reductions in maintenance costs, and lower Administrative and General expense
of $359 is due to lower medical costs, legal fees, and other employee benefits.
Also contributing to the decrease was lower Other costs, reflecting savings in
gas supply expenses and personnel reductions. Partially offsetting these
reductions was an increase in Customer Accounts expense, which is primarily
reflective of $482 of additional provision for bad debts.
Depreciation Expense increased by $223 in 1996 over 1995 due to an
increase in the amount of depreciable assets.
Other Income increased $19 from 1995. Propane revenues increased $196
from 1995 due to colder winter weather. Partially offsetting the increase was
lower jobbing revenue, appliance rentals and reduced interest income resulting
from changes in the balance of the overcollection of prior period gas costs
through the CGAC.
Interest Expense decreased $186 due to the retirement of long-term debt
and favorable borrowing rates. The Company called the 9 1/8% Debentures and
First Mortgage Bonds (Series K and M) and temporarily financed this through
lower-cost, short-term bank loans.
Income Taxes increased $1,117 from 1995 due to higher earnings in 1996.
Dividends declared on Common Stock increased $141 due to additional
shares outstanding, and to a lesser extent, an increase in quarterly dividends
to $.28 per share, from $.275, effective the fourth quarter of 1996.
Liquidity and Capital Resources
- -------------------------------------------------------------------------------
Cash flows from operating activities have increased over the twelve
months ended June 30, 1997, primarily due to refunds from gas suppliers.
Capital requirements have been generally funded by both internal and external
sources. The issuance of long-term financing is dependent on management's
evaluation of need, financial market conditions and other factors. Short-term
financing is used to meet seasonal cash requirements.
The Company initially finances construction expenditures and other
funding needs primarily with short-term bank borrowings, and to a lesser extent
with the reinvestment of dividends. The Company continually evaluates its
short-term borrowing position and based on prevailing interest rates, market
conditions, etc., makes determinations regarding conversion of short-term
borrowings to long-term debt or equity. As part of this process during the
second quarter of fiscal 1997, the Company repurchased the 80,000 shares of the
8.4% Preferred Stock at $117 per share. To finance these redemptions, the
Company sold a $16,000 Senior Note at 7.8% due 2021. At June 30, 1996, in
accordance with SFAS No. 6, the Company had classified $7,999 of Notes Payable
to Banks as Long-Term Debt in anticipation of the Senior Note transaction.
During fiscal 1995, the Company sold 295,000 shares of Common Stock, netting
proceeds of $4,213 to repay short-term bank borrowings.
The Company's capital expenditures were $7,393 in 1997, $6,507 in 1996,
and $7,746 in 1995. These construction expenditures primarily represent
investments in new and replacement mains and services, and the conversion to
automated meter reading. The Company expects fiscal 1998 capital expenditures
to total approximately $8,000. Construction expenditures will be financed
initially through short-term borrowings and refinanced by issuing long-term
debt and/or equity, to the extent that internally generated funds are not
available.
Beginning June 15, 1993, the Company's Share Owner Dividend Reinvestment
and Stock Purchase Plan allowed for the sale of Common Stock shares at a 3.0%
discount to plan participants to increase cash flow to support current
construction expenditures.
As of June 30, 1997, the Company had lines of credit aggregating $22,500,
of which $16,020 remained unused.
Like other companies in the natural gas industry, the Company is a party
to governmental actions associated with former gas manufacturing sites.
Management estimates that future expenditures to remediate and monitor known
environmental sites will range from $3,290 to $12,302. In accordance with SFAS
No. 5, the Company has recorded the most likely cost of $3,290. The Company's
unamortized costs at June 30, 1997, (which are not included in the above
estimate of future costs), were $819 and should be recovered over a seven year
period through the CGAC.
Capitalization at June 30, 1997, excluding current redemption
requirements of long-term debt (of which there are currently none), consisted
of 55.8% long-term debt, 43.7% common equity, and 0.5% preferred stock.
It is management's view that the Company has adequate access to capital
markets and will have sufficient capital resources, both internal and external,
to meet anticipated capital requirements.
Inflation
- -------------------------------------------------------------------------------
The accompanying financial statements reflect the historical cost of
events and transactions, regardless of the purchasing power of the dollar at
the time. Due to the capital intensive nature of the Company's business, the
most significant impact of inflation is on the Company's depreciation of
utility plant. Rate regulation, to which the Company is subject, allows
recovery through its rates of only the historical cost of utility plant as
depreciation. The Company expects that any higher costs experienced upon
replacement of existing facilities will be recovered through the normal
regulatory process.
New Accounting Pronouncement
- -------------------------------------------------------------------------------
Statement of Financial Accounting Standards No. 128 ("SFAS 128")
"Earnings Per Share," was issued in February 1997, and is effective for
financial statements issued after December 15, 1997. The statement establishes
new standards for computing and presenting earnings per share ("EPS") and will
require restatement of prior year's information. This statement simplifies the
standards for computing EPS previously found in APB Opinion 15. It replaces the
presentation of primary and fully diluted EPS with a presentation of basic EPS
and diluted EPS, requires a dual presentation on the face of the financial
statements, and requires a reconciliation of basic EPS to diluted EPS. Had SFAS
128 been effective for the June 30, 1997, financial statements, computation and
presentation of EPS would not change because the earnings per share as reported
are consistent with "basic earnings per share" as defined in SFAS 128 and the
Company has no dilutive securities.
STATEMENTS OF INCOME
- -------------------------------------------------------------------------------
(In Thousands)
<TABLE>
<CAPTION>
Years Ended June 30,
1997 1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Revenues $48,463 46,050 $47,934
Cost of Gas Sold 23,210 20,215 24,820
- ------------------------------------------------------------------------------
Operating Margin 25,253 25,835 23,114
- ------------------------------------------------------------------------------
Other Operating Expenses 12,062 11,482 11,589
Depreciation 4,020 3,846 3,623
- ------------------------------------------------------------------------------
Total 16,082 15,328 15,212
- ------------------------------------------------------------------------------
Utility Operating Income 9,171 10,507 7,902
Other Income - Net 2,356 1,535 1,516
- ------------------------------------------------------------------------------
Operating and Other Income 11,527 12,042 9,418
Interest Expense 3,978 3,473 3,667
Other Taxes 1,771 1,714 1,697
- ------------------------------------------------------------------------------
Pre-tax Income 5,778 6,855 4,054
Income Taxes 2,222 2,642 1,525
- ------------------------------------------------------------------------------
NET INCOME $3,556 $4,213 $2,529
==============================================================================
Earnings Available for Common Stock $3,316 $3,521 $1,835
==============================================================================
Average Shares of Common Stock Outstanding 2,181.5 2,129.2 1,990.5
- ------------------------------------------------------------------------------
Earnings Per Share of Common Stock $1.52 $1.65 $0.92
==============================================================================
</TABLE>
Reference should be made to Notes to Financial Statements.
BALANCE SHEETS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(In Thousands) June 30,
1997 1996 1995
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Utility Plant:
Utility Plant-at original cost $101,983 $96,571 $91,863
Less: Accumulated Depreciation 28,343 25,356 22,537
- ----------------------------------------------------------------------------------------
Utility Plant-Net 73,640 71,215 69,326
- ----------------------------------------------------------------------------------------
Other Property:
Other Property-at original cost 11,983 11,229 10,766
Less: Accumulated Depreciation 5,887 5,280 4,804
- ----------------------------------------------------------------------------------------
Other Property-Net 6,096 5,949 5,962
- ----------------------------------------------------------------------------------------
Current Assets:
Cash and Cash Equivalents 356 196 492
Accounts Receivable 7,255 6,466 6,612
Other Receivables 332 347 234
Inventories 3,665 3,070 3,236
Prepayments and Other 689 307 178
Prepaid Taxes 96 249 (125)
Recoverable(Refundable) Gas Costs 1,404 (831) (4,117)
- ----------------------------------------------------------------------------------------
Total Current Assets 13,797 9,804 6,510
- ----------------------------------------------------------------------------------------
Deferred Debits:
Unamortized Debt Expense - Net 2,302 729 578
Capital Stock Expense - Net 319 508 638
Environmental Cleanup Costs 819 973 1,046
Other 1,425 1,192 787
- ----------------------------------------------------------------------------------------
Total Deferred Debits 4,865 3,402 3,049
- ----------------------------------------------------------------------------------------
Recoverable Environmental Cleanup Costs 3,290 3,290 2,894
- ----------------------------------------------------------------------------------------
TOTAL ASSETS $101,688 $93,660 $87,741
========================================================================================
CAPITALIZATION AND LIABILITIES
Common Shareholders' Equity:
Common Stock $ 5,529 $ 5,382 $ 5,259
Premium on Common Stock 17,097 16,330 15,711
Retained Earnings 8,739 7,883 6,718
- ----------------------------------------------------------------------------------------
Total Common Shareholders' Equity 31,365 29,595 27,688
- ----------------------------------------------------------------------------------------
Redeemable Cumulative Preferred Stock 363 8,406 8,448
- ----------------------------------------------------------------------------------------
Long-Term Debt (less current maturities) 40,000 31,999 30,983
- ----------------------------------------------------------------------------------------
Current Liabilities:
Notes Payable to Banks 6,480 3,636 0
Current Maturities of Long-Term Debt 0 0 900
Accounts Payable 3,513 3,176 3,091
Other Current Liabilities 4,621 2,453 4,557
- ----------------------------------------------------------------------------------------
Total Current Liabilities 14,614 9,265 8,548
- ----------------------------------------------------------------------------------------
Other Liabilities 1,561 1,159 961
- ----------------------------------------------------------------------------------------
Unamortized Investment Tax Credit 1,209 1,280 1,355
- ----------------------------------------------------------------------------------------
Deferred Income Taxes 9,286 8,666 6,864
- ----------------------------------------------------------------------------------------
Reserve for Recoverable Environmental Cleanup Costs 3,290 3,290 2,894
- ----------------------------------------------------------------------------------------
TOTAL LIABILITIES AND OTHER CREDITS $101,688 $93,660 $87,741
========================================================================================
</TABLE>
Reference should be made to Notes to Financial Statements.
STATEMENTS OF SHAREHOLDERS' EQUITY
- -------------------------------------------------------------------------------
(In Thousands, Except Share Amounts)
<TABLE>
<CAPTION>
Redeemable
Common Stock Cumulative Preferred
----------------------------------------- --------------------
Par Retained
Shares Value Premium Earnings Shares Cost
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1994 1,766,909 $4,417 $11,431 $7,098 84,906 $ 8,491
Public Offering 295,000 738 3,756
Issuance through Dividend
Reinvestment Program 41,523 104 524
Net Income 2,529
Dividends on Preferred Stock (694)
Dividends on Common Stock (2,215)
Redemption of Preferred Stock (428) (43)
- -------------------------------------------------------------------------------------------------
Balance at June 30, 1995 2,103,432 $5,259 $15,711 $6,718 84,478 $ 8,448
Issuance through Dividend
Reinvestment Program 49,160 123 619
Net Income 4,213
Dividends on Preferred Stock (692)
Dividends on Common Stock (2,356)
Redemption of Preferred Stock (423) (42)
- --------------------------------------------------------------------------------------------------
Balance at June 30, 1996 2,152,592 $5,382 $16,330 $ 7,883 84,055 $ 8,406
Issuance through Dividend
Reinvestment Program 59,059 147 767
Net Income 3,556
Dividends on Preferred Stock (240)
Dividends on Common Stock (2,460)
Redemption of Preferred Stock (80,423) (8,043)
- --------------------------------------------------------------------------------------------------
Balance at June 30, 1997 2,211,651 $5,529 $17,097 $ 8,739 3,632 $ 363
==================================================================================================
</TABLE>
Reference should be made to Notes to Financial Statements.
STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(In Thousands) Years Ended June 30,
1997 1996 1995
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Income.......................................... $3,556 $4,213 $2,529
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and Amortization....................... 4,897 4,732 4,477
Provision for Losses on Accounts Receivable......... 973 1,225 741
(Recoverable) Refundable Gas Costs.................. (2,235) (3,286) 3,615
Deferred Income Taxes............................... 620 1,802 (1,419)
Changes in Assets and Liabilities Which Provided
(Used) Cash:
Accounts and Other Receivables...................... (1,747) (1,192) 1,233
Inventories......................................... (595) 166 393
Unamortized Debt Expense............................ (169) (196) 0
Unamortized Capital Stock Expense................... 0 0 (155)
Accounts Payable.................................... 337 85 315
Taxes Accrued....................................... 153 (374) 280
Consumer Rebates and Other.......................... 2,108 (2,368) 960
- ---------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities........... 7,898 4,807 12,969
- ---------------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Capital Expenditures and Disposal Costs............. (7,393) (6,507) (7,746)
- ---------------------------------------------------------------------------------------
Net Cash Used in Investing Activities............... (7,393) (6,507) (7,746)
- ---------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Dividends Paid..................................... (2,700) (3,048) (2,909)
Current Maturities of Long-Term Debt............... 0 (900) 0
Proceeds from (Principal Payments on) Issuance of
Long-Term Debt.................................... 16,000 (6,983) (100)
Proceeds from (Principal Payments on) Notes Payable
Borrowings-Net.................................... (5,155) 11,635 (6,580)
Proceeds from Issuance of Common Stock-Net.......... 0 0 4,213
Redemption of Preferred Stock (Including Call
Premium)........................................... (9,360) 0 0
Proceeds from Other Stock Transactions-Net.......... 870 700 580
- ---------------------------------------------------------------------------------------
Net Cash (Used in) Provided by Financing Activities (345) 1,404 (4,796)
- ---------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents.. 160 (296) 427
Cash and Cash Equivalents at Beginning of Year........ 196 492 65
- ---------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year.............. $356 $196 $492
=======================================================================================
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Interest (net of amount capitalized)............... $3,974 $3,336 $3,452
Income Taxes (net of refund)....................... 1,527 1,281 3,027
=======================================================================================
Supplemental Disclosures of Financing Activities:
In 1996, the Company reclassified $7,999 from
Short-Term Notes Payable to Long-Term Debt.
(See footnote on Long-Term Debt)
=======================================================================================
</TABLE>
Reference should be made to Notes to Financial Statements.
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
(Dollars in Thousands, Except Share and Per-Share Amounts)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -------------------------------------------------------------------------------
The Berkshire Gas Company ("the Company") is a publicly owned utility
engaged in the distribution and sale of natural gas for residential, commercial
and industrial use, as well as the transportation of natural gas for larger
industrial users. The Company also sells and leases gas burning equipment, and
markets liquefied petroleum gas through its Berkshire Propane operations. The
Company's utility service territory encompasses portions of three counties in
western Massachusetts. It also markets propane throughout the western portion
of Massachusetts, eastern New York and southern Vermont. The Company is subject
to regulation by the Massachusetts Department of Public Utilities ("MDPU") as
it relates to utility service. The Company's accounting policies conform to
Generally Accepted Accounting Principles ("GAAP") as applied to public
utilities giving effect to the accounting practices and policies of the MDPU.
Income Taxes
- -------------------------------------------------------------------------------
The Company uses the liability method in calculating deferred income
taxes. The Company records deferred income tax liabilities for temporary
differences between the basis of assets and liabilities for financial reporting
and income tax purposes at tax rates expected to be in effect during the
periods the temporary differences reverse.
The Company has excess deferred taxes which has resulted in the recording
of a regulatory liability. The regulatory liability reflects amounts due to the
ratepayers which will be refunded through the regulatory process.
Depreciation
- -------------------------------------------------------------------------------
The Company depreciates its utility plant at straight line rates approved
by the MDPU. The current composite depreciable rate is 4.04% and has been in
effect since April 1, 1993. Depreciable non-utility property consists of rental
equipment, propane tanks and related equipment used in the Company's liquefied
petroleum gas operations, and is depreciated at annual rates ranging from 2.5%
to 20.0%.
Revenues
- -------------------------------------------------------------------------------
Customer meters are read or estimated on a cycle basis throughout each
month. After the reading or estimation is prepared, customers are billed for
their gas usage and any applicable monthly rental fee. At the time of billing,
revenues are recorded.
Pursuant to the MDPU, the Company is required to recover increases in gas
costs and to refund any decreases in gas costs by way of the Cost of Gas
Adjustment Clause ("CGAC"). A gas adjustment charge or refund for estimated gas
costs as compared with actual gas costs and any profit on the sale of
interruptible volumes are included in the monthly customer billings via the
CGAC. Any difference between actual and estimated gas costs plus interest is
accrued or deferred and is recorded in the month the related revenue is billed.
Unamortized Debt Expense
- -------------------------------------------------------------------------------
The issuance costs associated with long-term debt are deferred and
amortized over the life of the issue.
Investment Tax Credit
- -------------------------------------------------------------------------------
The unamortized balance of the Investment Tax Credit ("ITC") relating to
machinery and equipment acquisitions up through 1986 is deducted from federal
income taxes and is deferred on the balance sheet, as prescribed by the MDPU,
and is being amortized over the expected lives of the applicable assets. The
unamortized balance of the ITC for the years ended June 30, 1997, 1996 and
1995, was $1,209, $1,280 and $1,355, respectively. The amortized portion for
the years ended June 30, 1997, 1996 and 1995, was $71, $75 and $75.
Utility Plant
- -------------------------------------------------------------------------------
The cost of maintenance, repairs and the renewal of items determined to
be less than full units of plant property are charged to maintenance expense
accounts. The cost of betterments and the renewal of full units of plant
property are charged to plant property accounts. Costs include materials, labor
and indirect charges for engineering, general and administrative and
supervisory services. The book value of plant property replaced, retired or
sold is concurrently removed from such plant property accounts and charged to
accumulated depreciation along with its associated removal costs, less any
salvage value.
A functional classification for the cost of utility plant at June 30 is
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
----------------------------------------------------------------------------
<S> <C> <C> <C>
Transmission and Distribution Plant....... $ 87,206 $82,255 $77,128
General Plant............................. 9,387 9,498 9,549
Manufactured Gas Production Plant......... 4,518 4,485 4,455
Construction in Progress.................. 872 333 731
----------------------------------------------------------------------------
Total..................................... $101,983 $96,571 $91,863
============================================================================
</TABLE>
Transmission and Distribution Plant consists of mains, services and
meters, the cost for their installation, land and rights of way, and measuring
and regulating station equipment which is used to deliver and monitor gas used
by the customer.
General Plant consists of structures and their improvements, office
furniture and equipment, including computers, and transportation equipment.
The Manufactured Gas Production Plant consists of land, gas mixing
equipment and liquefied petroleum gas equipment used to supplement natural gas
volumes during the peak season in order to meet customer demand.
Earnings per Share
- -------------------------------------------------------------------------------
Earnings per Common Share have been computed by dividing earnings
applicable to Common Stock by the weighted average number of shares of Common
Stock outstanding during each year.
Estimates
- -------------------------------------------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Long-Lived Assets
- -------------------------------------------------------------------------------
In fiscal 1997, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." The statement requires entities to review
long-lived assets and intangible assets in certain circumstances, and if the
value of the assets is impaired, an impairment loss shall be recognized. Due to
the Company's previous accounting policies, this pronouncement had no material
effect on the Company's financial position or results of operations.
New Accounting Pronouncement
- -------------------------------------------------------------------------------
Statement of Financial Accounting Standards No. 128 ("SFAS 128")
"Earnings Per Share," was issued in February 1997, and is effective for
financial statements issued after December 15, 1997. The statement establishes
new standards for computing and presenting earnings per share ("EPS") and will
require restatement of prior year's information. This statement simplifies the
standards for computing EPS previously found in APB Opinion 15. It replaces the
presentation of primary and fully diluted EPS with a presentation of basic EPS
and diluted EPS, requires a dual presentation on the face of the financial
statements, and requires a reconciliation of basic EPS to diluted EPS. Had SFAS
128 been effective for the June 30, 1997, financial statements, computation and
presentation of EPS would not change because the earnings per share as reported
are consistent with "basic earnings per share" as defined in SFAS 128 and the
Company has no dilutive securities.
ACCOUNTS RECEIVABLE
- -------------------------------------------------------------------------------
Details of accounts receivable, net of allowance for doubtful accounts,
as of June 30 were as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------------------------------------------------------------
<S> <C> <C> <C>
Utility Service............... $6,386 $5,781 $6,103
Merchandise and Jobbing....... 103 117 118
Liquefied Petroleum........... 766 568 391
------------------------------------------------------------
Total - Net................... $7,255 $6,466 $6,612
============================================================
</TABLE>
The allowance for doubtful accounts as of June 30, 1997, 1996 and 1995,
respectively, was: Utility - $900, $720, and $832; Merchandise - $43, $33 and
$44; Liquefied Petroleum - $78, $63 and $74.
INVENTORIES
- -------------------------------------------------------------------------------
Materials, supplies and liquefied petroleum used in the non-utility
operations are valued at the lower of average cost or market value; liquefied
petroleum used in the utility operations is valued at cost; and natural gas is
recorded at cost. The details of these inventories as of June 30 were as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
- -----------------------------------------------------------
<S> <C> <C> <C>
Materials and Supplies........ $1,675 $1,492 $1,284
Natural Gas................... 1,844 1,330 1,702
Liquefied Petroleum........... 146 248 250
- -----------------------------------------------------------
TOTAL - Net................ $3,665 $3,070 $3,236
===========================================================
</TABLE>
RECLASSIFICATION
- -------------------------------------------------------------------------------
The Company has reclassified certain amounts for prior years to conform
with the 1997 presentation.
COMMON STOCK
- -------------------------------------------------------------------------------
The Company offers a plan for the purchase of Common Stock whereby all
participants in the plan are eligible to purchase shares at a 3% discount of
the average of the daily high and low prices for the five consecutive trading
days ending on and including the day of purchase. Participants can purchase
shares by reinvesting dividends on Common Stock already held and/or through
optional cash payments.
During the current fiscal year, the Company received approval from the
MDPU for an additional 200,000 shares to be issued through the DRIP.
During fiscal 1995, the Company sold 295,000 shares of Common Stock in a
public offering.
The Charter provisions applicable to the 4.8% Cumulative Preferred Stock,
the First Mortgage Indenture and the 7.8% Senior Note contain restrictions on
the use of retained earnings for the payment of cash dividends on, or purchases
of, Common Stock. At June 30, 1997, the Company's retained earnings were
$8,739. At such date, under the most restrictive of these provisions, $4,966 of
the retained earnings were unrestricted.
REDEEMABLE CUMULATIVE PREFERRED STOCK
- -------------------------------------------------------------------------------
(Actual Shares and Dollars)
The Company has one series of 4.8% Cumulative Preferred Stock authorized.
The redemption price per share (as well as the amount due on voluntary
liquidation) is $100.00. The provisions of the 4.8% Cumulative Preferred Stock
require the Company to offer to purchase up to 450 shares at par annually on
September 15. Pursuant thereto, the Company purchased 423 shares during 1997,
423 shares during the 1996 fiscal year, and 428 shares during 1995.
During the second quarter of fiscal 1997, the Company repurchased the
80,000 shares of the 8.4% Preferred Stock at $117 per share (see Long-Term Debt
footnote).
LONG-TERM DEBT
- -------------------------------------------------------------------------------
Details regarding the Company's First Mortgage Bonds, Debentures, Senior
and Medium-Term Notes Payable, and sinking funds (due after one year) as of
June 30 were as follows:
<TABLE>
<CAPTION>
Interest Final
Description Rate Maturity 1997 1996 1995
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
First Mortgage Bonds:
Series K 7.875 1997 $ 0 $ 0 $ 520
M 9.375 1998 0 0 720
P 10.060 2019 10,000 10,000 10,000
Debenture: 9.125 2006 0 0 5,743
Senior Note: 9.600 2020 8,000 8,000 8,000
Medium-Term Note: 6.922 1999 6,000 6,000 6,000
Senior Note: 7.800 2021 16,000 7,999 0
- ---------------------------------------------------------------------------
TOTAL.................................... $40,000 $31,999 $30,983
===========================================================================
</TABLE>
All interest rates are fixed except the Medium-Term Note, which is
variable based upon the LIBOR six month rate and which is convertible at the
option of the Company to a fixed rate based upon the lender's cost of funds
rate. The aggregate amount of maturities due are: 1998 - $0; 1999 - $6,000;
2000 - $0; 2001 - $0, 2002 - 0; and $34,000 maturing thereafter per the dates
in the table above.
The First Mortgage Bonds are collateralized by substantially all of the
utility plant.
During 1997, in conjunction with the Company's cost containment
incentives, the Company revised its capital structure to lower its borrowing
costs. The Company issued a $16,000, 7.8% Senior Note and used the proceeds to
redeem 80,000 shares of the 8.4% Preferred Stock and to refinance $7,999 of
short-term bank debt. At June 30, 1996, for financial reporting purposes, the
Company had classified the $7,999 of short-term bank debt as long-term in
anticipation of the issuance of the 7.8% Senior Note. The Indentures of the
Series P Mortgage Bonds and 7.8% Senior Note contain certain restrictive and
financial covenants, principally calculation of a fixed charge ratio, return on
equity, and limitation on funded debt. As of June 30, 1997, the Company was not
in violation of any such covenants.
SHORT-TERM LOANS AND COMPENSATING BALANCES
- -------------------------------------------------------------------------------
The Company has lines of credit aggregating $22,500 with various banks,
of which $16,020 remained unused as of June 30, 1997. The lines of credit are
reviewed periodically with various banks and may be renewed or cancelled. In
connection with these lines of credit, the Company borrows at less than the
prime rate. In lieu of compensating balance requirements, the Company pays
commitment fees on a portion of its credit lines equating to 3/8 of 1% on
$4,000 with the various banks.
Information as to short-term borrowings is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance Outstanding at June 30..................... $ 6,480 $ 3,636 $ 0
Maximum Amount of Borrowings at Any Month-End...... 19,190 10,410 10,470
Average Borrowings During the Year................. 12,434 6,561 5,604
Average Interest Rate at End of Year............... 6.72% 6.40% 7.31%
Weighted Average Interest Rate During the Year..... 6.44% 6.46% 6.60%
</TABLE>
OTHER CURRENT LIABILITIES
- -------------------------------------------------------------------------------
Details of other current liabilities as of June 30 were as follows:
<TABLE>
<CAPTION>
1997 1996 1995
- ------------------------------------------------------------
<S> <C> <C> <C>
Accrued Interest................ $ 927 $ 769 $ 839
Insured Retirement Plan......... 192 292 377
Dividends Declared.............. 635 776 752
Accrued Consumer Rebates........ 2,251 139 2,044
Other........................... 616 477 545
- ------------------------------------------------------------
TOTAL........................ $4,621 $2,453 $4,557
============================================================
</TABLE>
Accrued consumer rebates represent refunds received from a major supplier
of natural gas to the Company. The refunds are associated with the suppliers'
rate case before FERC, and are to be refunded to the ratepayer during the next
fiscal year.
LEASE COMMITMENTS
- -------------------------------------------------------------------------------
The Company is committed under operating leases having an initial lease
term of one year or more expiring on various dates. Rental expense under all
long-term operating leases aggregated $695, $204 and $88 in fiscal 1997, 1996
and 1995, respectively. The minimum future obligations under long-term
noncancelable leases in effect at June 30, 1997, were as follows:
<TABLE>
<S> <C>
1998 $ 813
1999 681
2000 362
2001 166
2002 95
------
Total $2,117
======
</TABLE>
INCOME TAXES
- -------------------------------------------------------------------------------
The difference in the effective tax rate compared with the statutory tax
rate is shown in the following table:
<TABLE>
<CAPTION>
1997 1996 1995
- ----------------------------------------------------------------------
<S> <C> <C> <C>
Tax at Statutory Rate...................... 34% 34% 34%
State Taxes (Net of Federal Benefit)....... 4.5 4.4 4.5
Investment Tax Credit...................... (1.2) (1.1) (1.9)
Permanent Differences...................... 1.2 1.2 1.0
- ----------------------------------------------------------------------
Effective Tax Rate......................... 38.5% 38.5% 37.6%
======================================================================
</TABLE>
A summary of the tax provision is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
- ----------------------------------------------------------------
<S> <C> <C> <C>
Federal Income - Current........... $1,393 $ 790 $2,169
Federal Income - Deferred.......... 437 1,391 (923)
State - Current.................... 285 190 512
State - Deferred................... 107 271 (233)
- ----------------------------------------------------------------
TOTAL........................... $2,222 $2,642 $1,525
================================================================
</TABLE>
The components of the net deferred income tax liability at June 30 are as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred Liabilities:
Investment Tax Credit...................... $ 467 $ 512 $ 558
Excess Tax over Book Depreciation.......... 8,837 8,802 8,731
Recoverable (Refundable) Gas Costs......... 301 (545) (1,789)
Environmental Response Costs............... 228 225 207
- ----------------------------------------------------------------------------
Total Deferred Liabilities............. 9,833 8,994 7,707
- ----------------------------------------------------------------------------
Deferred Assets:
Other.................................... (547) (328) (843)
- ----------------------------------------------------------------------------
Total Deferred Assets.................. (547) (328) (843)
- ----------------------------------------------------------------------------
Total Net Deferred Income Taxes.............. $9,286 $8,666 $ 6,864
============================================================================
</TABLE>
CONTINGENCIES
- -------------------------------------------------------------------------------
Federal, state and local laws and regulations establishing standards and
requirements for the protection of the environment have increased in number and
scope in recent years. The Company cannot predict the future impact of such
standards and requirements, which are subject to change and can be
retroactively applied.
During fiscal 1990, the MDPU issued a generic ruling on cost recovery for
environmental cleanup with respect to former gas manufacturing sites. Under the
ruling, the Company will recover annual cleanup costs, excluding carrying
costs, over a seven-year period through the CGAC. This ruling also provides for
the sharing of any proceeds received from insurance carriers equally between
the Company and its ratepayers, and establishes maximum amounts that can be
recovered from customers in any one year.
During the year ended June 30, 1997, the Company continued the analysis
and field review of two parcels of real estate formerly used for gas
manufacturing operations, which had been found to contain coal tar deposits and
other substances associated with by-products of the gas manufacturing process.
The review and assessment process began in 1985 with respect to the first site,
which is owned by the Company, and in 1989 with respect to the second site,
which was formerly owned by the Company. With the review and approval of the
Massachusetts Department of Environmental Protection ("MDEP"), at one site, the
investigative activities are continuing, while at the second site, the
investigative work is near completion and remedial alternatives are being
examined. It is difficult to predict the potential financial impact of the
sites until first, the nature and risk is fully characterized, and second, the
remedial strategies and related technologies are determined. The general
philosophy of the Company is one of source removal and/or reduction coupled
with risk minimization. Assuming successful implementation, it is anticipated
that through 2012 the level of future expenditures for the sites will range
from $3,290 to $12,302. The Company has recorded the most likely cost of $3,290
in accordance with SFAS No. 5. Ultimate expenditures cannot be determined until
a remedial action plan can be developed and approved by the MDEP. The Company's
unamortized costs at June 30, 1997 (which are not included in the above
estimate of future costs), were $819 and should be recovered using the formula
discussed above.
FERC Order 636 provides for 100% recovery by pipelines of any "Transition
Costs" prudently incurred as a result of industry restructuring. As these costs
have been and may be approved in the future, they have been and will be passed
through to the Company as demand charges associated with the transportation of
gas through the pipeline. Under current rate structures, these costs are
recovered through the CGAC.
Legal Matters
- -------------------------------------------------------------------------------
The Company is involved with other legal proceedings incidental to its
business. At the present time the Company cannot predict the outcome of these
proceedings and also believes that the outcomes will not have a material
adverse impact on its overall financial position or results of operations.
OTHER INCOME
- -------------------------------------------------------------------------------
A condensed summary of the Company's non-utility operations before income
tax (included in the "Statements of Income under "Other Income - Net") as of
June 30 is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
- ----------------------------------------------------------------
<S> <C> <C> <C>
Merchandise and Jobbing:
Sales............................ $1,064 $ 892 $1,068
Cost of Sales and Expenses....... 730 718 862
- ----------------------------------------------------------------
Net............................... 334 174 206
- ----------------------------------------------------------------
Appliance Rentals:
Revenues......................... 1,410 1,404 1,380
Expenses......................... 797 774 671
- ----------------------------------------------------------------
Net............................... 613 630 709
- ----------------------------------------------------------------
Liquefied Petroleum Gas:
Sales............................ 5,469 4,634 4,022
Cost of Sales and Expenses....... 4,657 4,118 3,703
- ----------------------------------------------------------------
Net............................... 812 516 319
- ----------------------------------------------------------------
Miscellaneous Net................. 597 215 282
- ----------------------------------------------------------------
TOTAL.......................... $2,356 $1,535 $1,516
================================================================
POST-RETIREMENT BENEFITS
- -------------------------------------------------------------------------------
The Company has non-contributory funded retirement income plans covering
substantially all employees. The cost of the plans is actuarially determined,
and it is the Company's policy to fund accrued pension costs.
The net pension cost in 1997, 1996 and 1995, is summarized as follows:
</TABLE>
<TABLE>
<CAPTION>
1997 1996 1995
- ----------------------------------------------------------------------
<S> <C> <C> <C>
Service Cost............................. $ 556 $ 608 $ 634
Interest Cost............................ 1,242 1,222 1,135
Return on Plan Assets:
Actual.................................. (2,019) (3,491) (1,009)
Deferred................................ 447 1,955 (397)
- ----------------------------------------------------------------------
Net Recognized Return on Plan Assets... (1,572) (1,536) (1,406)
Other.................................... 283 218 259
- ----------------------------------------------------------------------
Net Pension Cost....................... $ 509 $ 512 $ 622
======================================================================
</TABLE>
The funded status and accrued pension cost for the defined benefit plans
at June 30 are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Fair Value of Plan Assets........................ $22,281 $20,593 $17,267
Projected Benefit Obligation..................... 17,146 16,946 16,647
- --------------------------------------------------------------------------------
Excess of Fair Value of Plan Assets Over
Projected Benefit Obligation.................... 5,135 3,647 620
Unrecognized Net Gain............................ (7,674) (6,213) (3,315)
Unrecognized Prior Service Cost.................. 1,000 953 930
Unrecognized Net Obligation (at transition)...... 1,110 1,290 1,469
- --------------------------------------------------------------------------------
Accrued Pension Cost............................. $ (429) $ (323) $ (296)
================================================================================
Accumulated Benefit Obligation................... $14,597 $14,240 $13,314
================================================================================
Vested Benefit Obligation........................ $14,577 $14,151 $13,293
================================================================================
Assumed Discount Rate............................ 7.75% 7.5% 7.00%
Assumed Rate of Compensation Increase............ 4.125% 4.125% 5.625%
Expected Rate of Return on Plan Assets........... 8.75% 9.25% 9.25%
- --------------------------------------------------------------------------------
</TABLE>
Plan assets are invested in equity securities, debt securities and cash
equivalents, and the balance is in other investments, principally real estate.
The benefit formula is based either on the number of years of service or the
employee's average base salary for the five years yielding the highest average.
The Company maintains a 401(k) Post-Retirement Plan for all Company
employees. The Company matches up to 3.5% of a participating employee's annual
salary. The expense for the years ended June 30, 1997, 1996 and 1995, related
to the 401(k) Plan was $219, $222 and $223, respectively.
Fair Value of Financial Instruments
- -------------------------------------------------------------------------------
Because of the short maturity of certain assets, which include Cash, Cash
Equivalents and Accounts Receivable, and certain liabilities, which include
Accounts Payable, these instruments are stated at amounts which approximate
fair value.
Long-Term Debt:
Rates currently available to the Company for debt with similar terms and
remaining maturities are used to estimate fair values of existing debt. As of
June 30, 1997, the estimated fair values of the Series P Mortgage Bonds, the
9.6% Senior Note, and the 7.8% Senior Note were $12,281, $9,052 and $15,704,
respectively. The Medium-Term Note carries a variable interest rate and matures
within two years. As such, the carrying value approximates fair value.
Redeemable Preferred Stock:
It was not practicable to estimate the fair value of the 4.8% Redeemable
Preferred Stock, as any resultant difference between the fair value and its
carrying value is immaterial.
INDEPENDENT AUDITORS' REPORT
Deloitte &
Touche LLP
- ------------- --------------------------------------------
City Place Telephone:(860)280-3000
185 Asylum Street Facsimile:(860)280-3051
Hartford, Connecticut 06103-3402
To the Shareholders of
The Berkshire Gas Company:
We have audited the accompanying balance sheets of The Berkshire Gas Company
for the years ended June 30, 1997, 1996 and 1995, and the related statements of
income, shareholders' equity and of cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at June 30, 1997, 1996 and
1995, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
August 15, 1997
QUARTERLY FINANCIAL INFORMATION
- -------------------------------
A comparison of unaudited quarterly financial information is presented on
page 31.
ANNUAL MEETING
- --------------
The annual meeting of shareholders will be held in Pittsfield,
Massachusetts, at the Crowne Plaza Pittsfield Hotel (formerly the Berkshire
Hilton Inn), on Friday, November 7, 1997, at 10:00 A.M.
SHARE OWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
- ---------------------------------------------------------
The Company has a program which allows for the reinvestment of dividends
and optional cash payments to purchase additional shares of the Company's
Common Stock at a 3% discount. The Plan is available to all shareholders of 10
or more shares and provides a convenient method to acquire additional shares
without fees or other charges. Shareholders who wish to take advantage of the
Plan or want additional information may do so by contacting:
The Berkshire Gas Company
Attn.: Secretary of the Share Owner Dividend
Reinvestment and Stock Purchase Plan Committee
115 Cheshire Road
Pittsfield, Massachusetts 01201-1879
(413) 442-1511
TRANSFER AGENT
- --------------
State Street Bank and Trust Company
P.O. Box 8200
Boston, Massachusetts 02266-8200
STOCK LISTING
- -------------
The Common Stock of The Berkshire Gas Company is traded on the National
Over-the-Counter Market and is quoted through the NASDAQ System under the
symbol BGAS.
FORM 10-K INFORMATION
- ---------------------
Upon written request to the Company at 115 Cheshire Road, Pittsfield,
Massachusetts 01201-1879, a copy of the Company's current Form 10-K Annual
Report, as filed with the Securities and Exchange Commission, will be provided
to any shareholder without charge.
This report has been prepared for the purposes of information and record
only and not in connection with the sale or offer for sale of securities, or
any solicitation of an offer to buy securities.
QUARTERLY FINANCIAL INFORMATION
- -------------------------------------------------------------------------------
For the Fiscal Year Ended June 30, (In Thousands, Except Per-Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
1997 First Second Third Fourth
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Revenues $4,117 $12,109 $21,803 $10,434
Operating and Other Income (165) 3,298 6,834 1,560
Income (Loss) Before Income Taxes (1,143) 1,826 4,932 163
Net Income (Loss) (708) 1,124 3,042 98
Earnings (Loss) Per Share (0.41) 0.48 1.38 0.06
Dividends Declared Per Share 0.28 0.28 0.28 0.285
Prices of Common Shares:
High 16 3/4 18 17 1/2 16
Low 14 7/8 15 1/4 15 1/4 15
<CAPTION>
1996
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Revenues $4,153 $11,952 $21,059 $8,886
Operating and Other Income 133 3,163 7,198 1,547
Income (Loss) Before Income Taxes (925) 1,849 5,495 436
Net Income (Loss) (574) 1,138 3,387 262
Earnings (Loss) Per Share (0.35) 0.45 1.50 0.04
Dividends Declared Per Share 0.275 0.275 0.275 0.28
Prices of Common Shares:
High 15 1/2 17 16 3/4 16
Low 14 15 15 14 3/4
<CAPTION>
1995
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Revenues $4,832 $12,086 $21,615 $9,401
Operating and Other Income (Loss) (124) 2,378 5,869 1,295
Income (Loss) Before Income Taxes (1,258) 1,036 4,180 96
Net Income (Loss) (766) 656 2,556 83
Earnings (Loss) Per Share (0.53) 0.23 1.14 (0.04)
Dividends Declared Per Share 0.275 0.275 0.275 0.275
Prices of Common Shares:
High 17 3/4 16 3/4 16 15 3/4
Low 16 14 1/4 14 3/4 14
</TABLE>
The Common Stock of The Berkshire Gas Company is traded on the National
Over-the-Counter Market and is quoted through the NASDAQ System (BGAS).
Primarily because of the relatively small number of shareholders and the
infrequency of trading, the average bid and asked prices noted above do not
necessarily reflect actual transactions.
Earnings per Common Share have been computed based on average Common
Shares outstanding in each period after recognition of Preferred Stock
dividends.
It is currently the policy of the Board of Directors to declare cash
dividends payable in July, October, January and April. The dividend rate is
reassessed regularly in light of existing conditions, the needs of the Company
and the interests of shareholders.
The sum of the quarterly earnings (loss) per share amounts may not equal
the annual income per share due to the issuance of Common Stock and rounding.
Officers
- --------
SCOTT S. ROBINSON
President and Chief Executive Officer
MICHAEL J. MARRONE
Vice President, Treasurer and Chief Financial Officer
LES H. HOTMAN
Vice President, Supply, Rates and Planning
ROBERT M. ALLESSIO
Vice President, Marketing and Distribution
DONALD P. ATWATER
Vice President, Customer Services
CHERYL M. CLARK
Clerk of the Corporation
Directors
- ---------
GEORGE R. BALDWIN**
Area Chairman, Arthur J. Gallagher & Co., a national insurance brokerage firm
JOHN W. BOND* **
President, Kimbell Financial, Inc., a financial services company
PAUL L. GIOIA**
Of Counsel, LeBoeuf, Lamb, Greene & MacRae, a law firm
FRANKLIN M. HUNDLEY*
Chairman of the Board, The Berkshire Gas Company
Member and a Managing Director, Rich, May, Bilodeau & Flaherty, P.C., a law firm
JAMES R. KEYS
President, J.R. Keys & Assoc. Inc.,
a marketing and government relations consulting firm
SCOTT S. ROBINSON*
President and Chief Executive Officer, The Berkshire Gas Company
ROBERT B. TRASK**
President, The Fitzpatrick Companies, formerly Country Curtains, Inc.,
a mail order/retail firm dealing in household window treatments and accessories
- --------------------
* Executive Committee
** Audit Committee
<TABLE> <S> <C>
<ARTICLE> UT
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 73,640
<OTHER-PROPERTY-AND-INVEST> 6,096
<TOTAL-CURRENT-ASSETS> 13,797
<TOTAL-DEFERRED-CHARGES> 4,865
<OTHER-ASSETS> 3,290
<TOTAL-ASSETS> 101,688
<COMMON> 5,529
<CAPITAL-SURPLUS-PAID-IN> 17,097
<RETAINED-EARNINGS> 8,739
<TOTAL-COMMON-STOCKHOLDERS-EQ> 31,365
0
363
<LONG-TERM-DEBT-NET> 40,000
<SHORT-TERM-NOTES> 6,480
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 23,480
<TOT-CAPITALIZATION-AND-LIAB> 101,688
<GROSS-OPERATING-REVENUE> 48,463
<INCOME-TAX-EXPENSE> 2,222
<OTHER-OPERATING-EXPENSES> 12,062
<TOTAL-OPERATING-EXPENSES> 16,082
<OPERATING-INCOME-LOSS> 9,171
<OTHER-INCOME-NET> 2,356
<INCOME-BEFORE-INTEREST-EXPEN> 11,527
<TOTAL-INTEREST-EXPENSE> 3,978
<NET-INCOME> 3,556
240
<EARNINGS-AVAILABLE-FOR-COMM> 3,316
<COMMON-STOCK-DIVIDENDS> 2,460
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 7,898
<EPS-PRIMARY> 1.52
<EPS-DILUTED> 0
</TABLE>
